Amarin (NASDAQ: AMRN) seeks shareholder approval for 15M-share plan increase
Rhea-AI Filing Summary
Amarin Corporation plc is asking shareholders at its May 13, 2026 Annual General Meeting to re-elect seven directors, approve auditor appointment and several corporate authorities, and adopt governance and compensation measures.
The company highlights $303 million in cash, no debt, positive cash flow in Q4 2025, an expected $70 million annual cost saving from restructuring, a proposed 15,000,000 increase to the 2020 Stock Incentive Plan reserve, authorization to issue shares up to an aggregate nominal amount of £37,750,000 (≈18% of issued share capital), and a request to disapply pre-emption rights up to £20,970,000 (≈10%). The Board recommends a vote FOR all proposals.
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Key Figures
Key Terms
pre-emption rights regulatory
Amended and Restated 2020 Stock Incentive Plan financial
burn rate financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Soliciting Material under § 240.14a-12 |
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Letter from Chairman of the Board of Directors
The information contained in this letter shall not be deemed to be (1) "soliciting materials", (2) "filed" with the SEC, (3) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934 (the "Exchange Act"), or (4) subject to the liabilities of Section 18 of the Exchange Act. This letter shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
Dear Fellow Shareholders,
Thank you for your continued support of Amarin. We share your belief in the long-term value of VASCEPA®. Expanding access and driving wider adoption among the millions of patients that would benefit from this therapy is the central focus of our operations.
In 2025, to better reach these patients and drive value for our investors, we, as you know, completed a full transition to a partner-based model for international markets. In parallel, we executed a restructuring initiative. Together, these steps meaningfully strengthened the business.
Our primary focus is creating shareholder value, and we know there is more work to be done. As we pursue additional strategic initiatives, our strategy is centered on maximizing the value of our core assets, which include:
In addition, while our recent restructuring is expected to save $70 million annually, we continue to look for ways to further rationalize costs and strengthen our financial position.
In that vein, we ask for your support on two specific shareholder proposals and cost-savings initiatives:
Both Proposal 12 and 13 are special proposals requiring at least a 75% "For" vote from shareholders present to pass. We urge you to vote in favor of these practical cash-saving measures.
The Board and management are committed to the work ahead. Thank you for your continued investment in Amarin.
Sincerely,
Odysseas Kostas, M.D.
Chairman of the Board of Directors
One Central Plaza, 8th Floor, Dame Street
Dublin D02 K7K5, Ireland
(Registered in England & Wales under Company No. 2353920)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Amarin Corporation plc, a public limited company registered in England and Wales (the “Company”), will be held at the Dublin offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, on May 13, 2026 at 9:00 a.m. Dublin time for the purpose of considering and voting on the following:
1. Ordinary resolution to re-elect Mr. Aaron Berg as a director;
2. Ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director;
3. Ordinary resolution to re-elect Mr. Keith L. Horn as a director;
4. Ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director;
5. Ordinary resolution to re-elect Mr. Louis Sterling III as a director;
6. Ordinary resolution to re-elect Ms. Diane E. Sullivan as a director;
7. Ordinary resolution to re-elect Mr. Michael Torok as a director;
8. Ordinary resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” for the fiscal year ended December 31, 2025, as described on pages 34 to 66 of the accompanying Proxy Statement;
9. Ordinary resolution to appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which annual accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to agree the auditors’ remuneration as described on pages 11 to 12of the accompanying Proxy Statement;
10. Ordinary resolution to generally and unconditionally authorize the Board of Directors of the Company (the "Board") to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 (which is equal to approximately 18% of the existing issued share capital) as described on pages 13 to 14 of the accompanying Proxy Statement;
11. Ordinary resolution to amend and restate the Company's 2020 Stock Incentive Plan to increase the share reserve thereunder by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options;
12. Special resolution to give power to the Board to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (which is equal to approximately 10% of the existing issued share capital) as described on pages 22 to 23 of the accompanying Proxy Statement; and
13. Special resolution to permit the Company to send electronic, rather than paper, notice to shareholders of subsequent Annual General Meetings by making the Proxy Statement and other communications available to shareholders on a website. The special resolution will authorize and approve that, with effect from the conclusion of the Annual General Meeting, the amended and restated articles of association of the Company (the "New Articles") reflecting the proposed amendments to the existing articles of association of the Company described on page 89 of the accompanying Proxy Statement, produced to the meeting and signed by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company. If the proposed New Articles are adopted and approved by the shareholders of the Company, the Company will be permitted to send electronic notice to shareholders of subsequent Annual General Meetings by making it available on a website.
Additional Business
As a public limited company organized under the laws of England and Wales, it is a statutory requirement that the Board of the Company lay before the Annual General Meeting the Company’s statutory accounts, which are those accounts included in the Company’s Annual Report for the year ended December 31, 2025 as prepared in conformity with U.S. Generally Accepted Accounting Principles (the “Annual Report”) and the accounts for the financial year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards. The Company does not expect that other items of business will be considered at the Annual General Meeting.
Only shareholders who held shares at the close of business on the record date, March 31, 2026, (“Record Date”) may vote at the Annual General Meeting, including any adjournment thereof. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual General Meeting. After careful consideration, the Board has unanimously approved the proposals and recommends that you vote FOR each director nominee and FOR each other proposal described in the Proxy Statement.
The Company’s principal executive offices are located at One Central Plaza, 8th Floor, Dame Street, Dublin D02 K7K5 Ireland. The registered office of the Company is One, New Change, London EC4M 9AF, England. A copy of the Company’s Annual Report accompanies this Notice and the enclosed Proxy Statement. As a public limited company organized under the laws of England and Wales and pursuant to the Company’s Articles of Association, the presence, in person or by proxy, of at least two shareholders entitled to vote at the Annual General Meeting constitutes a quorum for the transaction of business at the Annual General Meeting. Consistent with the marketplace rules of the Nasdaq Stock Market, the Company will seek to ensure that the shareholders present at the meeting in person or by proxy represent at least one-third of its outstanding shares of voting stock.
Important Notice of Internet Availability. The accompanying Proxy Statement, Form of Proxy and Annual Report will also be available to the public at https://www.amarincorp.com/investor-relations .
Sincerely,
Aaron Berg
President and Chief Executive Officer
April [●], 2026
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED RETURN ENVELOPE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE REPRESENTED BY AMERICAN DEPOSITARY SHARES AND HELD ON DEPOSIT BY JPMORGAN CHASE BANK, N.A., AS DEPOSITARY, OR IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO HAVE YOUR VOTES CAST AT THE MEETING, YOU MUST OBTAIN, COMPLETE AND TIMELY RETURN A PROXY CARD ISSUED IN YOUR NAME FROM THAT INTERMEDIARY IN ACCORDANCE WITH ANY INSTRUCTIONS PROVIDED THEREWITH.
AMARIN CORPORATION PLC
PROXY STATEMENT FOR
2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
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GENERAL INFORMATION |
1 |
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Shares Outstanding and Voting Rights |
1 |
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PROPOSALS NOS. 1, 2, 3, 4, 5, 6 and 7 ELECTION OF DIRECTORS |
4 |
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Nomination of Directors |
4 |
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Nominees and Incumbent Directors |
5 |
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Directors Nominated for Election |
6 |
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PROPOSAL NO. 8 ADVISORY VOTE ON EXECUTIVE COMPENSATION |
10 |
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PROPOSAL NO. 9 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
11 |
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Fees for Independent Registered Public Accounting Firm |
11 |
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PROPOSAL NO. 10 RENEWAL OF THE POWER OF THE DIRECTORS TO ALLOT SHARES |
13 |
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PROPOSAL NO. 11 ADOPTION OF THE COMPANY'S AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN |
15 |
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PROPOSAL NO. 12 DISAPPLICATION OF PRE-EMPTIVE RIGHTS TO HOLDERS OF ORDINARY SHARES |
22 |
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PROPOSAL NO. 13 AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO PERMIT ELECTRONIC NOTICE TO SHAREHOLDERS OF SUBSEQUENT ANNUAL GENERAL MEETINGS |
24 |
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ADDITIONAL BUSINESS |
25 |
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CORPORATE GOVERNANCE |
25 |
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Director Independence |
25 |
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Code of Business Conduct and Ethics |
25 |
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Shareholder Communications |
25 |
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BOARD OF DIRECTORS AND COMMITTEES |
27 |
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Board Leadership Structure and Risk Oversight |
27 |
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Board Committees |
28 |
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Compensation Committee Interlocks and Insider Participation |
29 |
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EXECUTIVE OFFICERS |
29 |
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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS |
31 |
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Transactions with Related Parties |
31 |
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Related-Party Transaction Review and Approval |
31 |
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
31 |
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INSIDER TRADING POLICY |
31 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
32 |
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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |
34 |
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2025 Operating Highlights |
34 |
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Compensation Philosophy and Objectives |
39 |
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REMUNERATION COMMITTEE REPORT |
51 |
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2025 Summary Compensation Table |
52 |
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Option Exercises and Stock Vested |
55 |
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Outstanding Equity Awards at Fiscal Year-End 2025 |
55 |
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Pension Benefits |
58 |
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Nonqualified Deferred Compensation |
59 |
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Change of Control and Severance Arrangements |
59 |
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Potential Payments upon Termination or Change in Control |
60 |
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Chief Executive Officer Pay Ratio |
62 |
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DIRECTOR COMPENSATION |
66 |
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Non-Employee Director Compensation |
66 |
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Director Compensation Table |
68 |
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Director Stock Ownership Guidelines |
69 |
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REPORT OF THE AUDIT COMMITTEE |
69 |
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PROPOSALS |
71 |
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DELIVERY OF PROXY MATERIALS |
72 |
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Appendix A Amended and Restated 2020 Stock Incentive Plan |
72 |
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Appendix B Articles of Association |
89 |
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PROXY STATEMENT FOR
2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 2026
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Amarin Corporation plc, a public limited company registered in England & Wales (“Amarin”, the “Company”, “we” or “us”) for use at the Company’s 2026 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held at the Dublin offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on May 13, 2026 at 9:00 a.m. Dublin time, or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions specified in the Notice of Annual General Meeting. This Proxy Statement is being sent to shareholders on or about April [●], 2026.
Please vote on the resolutions specified in the Notice of Annual General Meeting by appointing a proxy. A form of proxy for use by holders of Ordinary Shares at the Annual General Meeting is enclosed.
For a proxy to be effective, it must be properly executed and dated and lodged (together with a duly signed and dated power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority)) at the offices of the Company’s registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England (the “Registrars”), so as to be received by 9:00 a.m. Dublin time on May 11, 2026. Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted FOR the nominees described in this Proxy Statement and FOR each other proposal described in the Proxy Statement, and at the discretion of the proxy holder(s) with regard to all other matters that may properly come before the meeting.
The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to JPMorgan Chase Bank, N.A. as the depositary (the “Depositary”) for our American Depositary Shares (“ADSs”), brokerage firms, fiduciaries and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. We have engaged D.F. King & Co. to assist us in the distribution and solicitation of proxies for a fee of $25,500 plus expenses. Our directors, officers and employees may also solicit proxies; however, we will not pay them additional compensation for any of these services. Proxies may be solicited by telephone, facsimile, or personal solicitation.
If you plan to attend the Annual General Meeting in person, please notify the Company in advance by email to annual.general.meeting@amarincorp.com to assist the Company with planning and implementing arrangements for the Annual General Meeting.
Amarin is registered in England & Wales and therefore subject to the United Kingdom Companies Act 2006 (the “Companies Act”), which, together with the Articles of Association of the Company (the “Articles”), governs the processes for shareholder voting at Annual General Meetings. There are a number of differences between English and U.S. law in relation to voting. At the Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared or on the withdrawal of any other demand for a poll) by (a) the Chairman of the meeting, (b) at least two shareholders entitled to vote at the meeting, (c) a shareholder or shareholders representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting (excluding any voting rights attached to shares that are held as treasury shares) or (d) a shareholder or shareholders holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting that are held as treasury shares).
Only holders of record of our ordinary shares with a par value of £0.50 each (“Ordinary Shares”) at the close of business on March 31, 2026 (the "Record Date") are entitled to notice of, and to attend and to vote at, the Annual General Meeting. On the Record Date, approximately [●] Ordinary Shares were issued and [●] were outstanding, of which approximately [●] were held in the name of the Depositary, which issues Company-sponsored American Depositary Receipts evidencing ADSs which, in turn, each represent twenty Ordinary Shares. With respect to all matters to be voted on at the Annual General Meeting, each shareholder present has only one vote unless demand is made for a vote on a poll (in which case each shareholder gets one vote per Ordinary Share held). The presence, in person or by proxy, of at least two shareholders who hold shares as of the Record Date will constitute a quorum for the transaction of business at the Annual General Meeting. Consistent with the marketplace rules of the Nasdaq Stock Market, we will seek to ensure that the shareholders present at the meeting in person or by proxy represent at least one-third of our outstanding shares of voting stock. At any adjournment of the Annual General Meeting, if a quorum is not present within 15 minutes from the time appointed for such meeting, one person entitled to be counted in a quorum present at the adjournment shall be a quorum.
Persons who hold Ordinary Shares directly on the Record Date (“record holders”) must return a proxy card in order to vote on the proposals.
Persons who hold ADSs through a bank, broker or nominee on the Record Date will receive documentation and instructions for voting such ADSs at the Annual General Meeting, including the ADS proxy card, through such organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions.
ADS holders are not entitled to vote directly at the Annual General Meeting, but a Second Amended and Restated Deposit Agreement, dated as of August 1, 2025 (the “Deposit Agreement”), exists between the Depositary and the holders of ADSs pursuant to which registered holders of ADSs as of the Record Date are entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Ordinary Shares so represented. The Depositary has agreed that it will endeavor, insofar as practicable, to vote the Ordinary Shares represented by the ADSs registered in the name of the Depositary, in accordance with the instructions of the ADS holders. In the event that the instruction card is executed but does not specify the manner in which the Ordinary Shares represented are to be voted with respect to any proposal (i.e., by marking a vote “FOR”, “AGAINST” or any other option), the Depositary will vote FOR such proposal which is described in the Notice of Annual General Meeting, if properly requested by the Company in accordance with the terms of the Deposit Agreement and to the extent not prohibited by law, rule, regulation or otherwise, provided that, the Depositary will not vote FOR such proposal if the ADS holder specified that such ADS holder does not want their ADSs to be voted other than as marked. Instructions from the ADS holders must be sent to the Depositary so that the instructions are received by no later than 9:00 a.m. New York City time on May 8, 2026 (the “Instruction Date”).
Persons who own Ordinary Shares indirectly on the Record Date through a brokerage firm, bank or other financial institution, including persons who own Ordinary Shares in the form of ADSs through the Depositary (“beneficial owners”), must return a voting instruction form to have their shares or the shares underlying their ADSs, as the case may be, voted on their behalf. Under U.S. national securities exchange rules, if the beneficial owner does not provide voting instructions, your brokerage firm, bank or other financial institution is only allowed to vote your shares on routine matters, and cannot vote your shares on any non-routine matter. A “broker non-vote” occurs when a brokerage firm, bank or other financial institution holding the shares for a beneficial owner has discretionary voting power to vote on one proposal at a meeting, does not have discretionary voting power to vote on another proposal or chooses not to exercise such power where applicable, and has not received instructions from the beneficial owner as to how to vote such shares. The appointment of our independent registered public accounting firm (Proposal No. 9) is the only routine matter being presented at the Annual General Meeting. For non-routine matters, brokers, or other nominees, do not have authority, discretionary or otherwise, to vote your shares unless they receive proper instructions to do so from you in a timely manner. We encourage you to provide voting instructions to your brokerage firm, bank or other financial institution by giving your proxy to them as promptly as possible to ensure that your shares will be voted at the Annual General Meeting according to your instructions. You should receive directions from your brokerage firm, bank or other financial institution about how to submit your proxy to them at the time you receive this Proxy Statement.
The Company has retained the Registrars to hold and maintain its register of members. The Registrars will be engaged by the Company to send proxy forms to all registered members appearing on that register and to take delivery of completed proxy forms posted to it in accordance with the details above.
Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal. The required vote for each of the proposals expected to be acted upon at the Annual General Meeting is described below:
Ordinary Resolutions
Proposals No. 1, 2, 3, 4, 5, 6, and 7 - Election of directors. Each nominee will be elected to the Board if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of such nominee or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of such nominee. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Proposal No. 8 - Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. This advisory proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Proposal No. 9 - Approval of independent registered public accounting firm. This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions will have no effect on the vote outcome. Because brokers and other nominees can exercise their discretionary authority on this matter, we do not expect there to be any broker non-votes for this proposal, but any broker non-votes would have no effect on the vote outcome.
Proposal No. 10 - Renewal of the power of the directors to issue shares. This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Proposal No. 11 - Approval of the Company's Amended and Restated 2020 Stock Incentive Plan. This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Special Resolutions
Proposal No. 12 - Disapplication of pre-emptive rights. This proposal will be approved if (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution, or (ii) on a poll, shareholders representing at least 75% of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Proposal No. 13 - Amendment of Articles of Association of the Company to permit electronic notice to shareholders of subsequent Annual General Meetings by making such notice available on a website. This proposal will be approved if (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing at least 75% of the total voting
rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Voting Mechanics
Voting in advance of the meeting will ensure that your shares will be voted and reduces the likelihood that the Company will be forced to incur additional expenses soliciting proxies for the Annual General Meeting. Any record holder of our Ordinary Shares may attend the Annual General Meeting in person and may revoke the enclosed form of proxy at any time by:
Beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution or the Depositary, as applicable, for information on how to do so. Generally, however, beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions may do so up until 9:00 a.m. New York City time (2:00 p.m. Dublin time) on the Instruction Date. Beneficial owners who wish to attend the Annual General Meeting and vote in person should contact their brokerage firm, bank or other financial institution holding Ordinary Shares of Amarin on their behalf in order to obtain a “legal proxy” which will allow them to both attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot vote in person at the Annual General Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf. Record holders of ADSs who wish to attend the Annual General Meeting and vote in person should contact the Depositary (and beneficial owners wishing to do the same should contact their brokerage firm, bank or other financial institution holding their ADSs) to cause their ADSs to be cancelled and the underlying shares to be withdrawn in accordance with the terms and conditions of the Deposit Agreement so as to be recognized by us as a record holder of our Ordinary Shares.
With respect to any other matters that may properly come before the Annual General Meeting, including consideration of a motion to adjourn the Annual General Meeting to another time or place (including for the purpose of soliciting additional proxies), if proxies are returned, such proxies will be voted in a manner deemed by the proxy representatives named therein in their discretion. ADS voting instructions would extend only to the specific questions on the agenda, so Ordinary Shares represented by ADSs would not be voted as to any other matter that might properly come before the Annual General Meeting. The Board of Directors, at present, knows of no other business to be presented at the Annual General Meeting.
PROPOSALS NOS. 1, 2, 3, 4, 5, 6, and 7
ELECTION OF DIRECTORS
All directors of the Company are required to retire and seek re-election on an annual basis. The directors elected at the Annual General Meeting will hold office until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or other cause in accordance with the Articles.
As described below, the Board has nominated each of Mr. Aaron D. Berg, Ms. Patrice Bonfiglio, Mr. Keith L. Horn, Mr. Odysseas Kostas, M.D., Mr. Louis Sterling III, Ms. Diane E. Sullivan and Mr. Michael Torok for re-election at the Annual General Meeting. Each of the nominees has indicated his or her willingness to serve if re-elected. Should any of the nominees become unavailable for election at the Annual General Meeting, the persons named on the enclosed proxy as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee chosen by the Board.
Nomination of Directors
The Nominating and Corporate Governance Committee, which acts as the Company’s nominating committee, reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential
nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. In accordance with our Nominating and Corporate Governance Committee Charter and the Policy Governing Director Qualifications and Nominations, it considers whether the nominee satisfies the following minimum criteria: has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; is highly accomplished in his or her field, with superior credentials and recognition; is well regarded in the community and has a long-term reputation for the highest ethical and moral standards; has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards on which the nominee may serve; has a demonstrated history of actively contributing at board meetings (to the extent that the nominee serves or has previously served on other boards). In addition to these minimum qualifications, the Nominating and Corporate Governance Committee recommends that the Board select persons for nomination to help ensure that: a majority of the Board shall be independent in accordance with the listing standards of the Nasdaq Capital Market (“Nasdaq”); each of the Company’s Audit, Remuneration and Nominating and Corporate Governance Committees shall be comprised entirely of independent directors; and at least one member of the Audit Committee shall qualify as an audit committee financial expert as defined by Securities and Exchange Commission (“SEC”) rules. In addition, the Nominating and Corporate Governance Committee may consider whether the nominee has direct experience in the pharmaceutical, biotechnology or healthcare industries or in the markets in which the Company operates and whether the nominee, if elected, would assist in achieving a mix of Board members that represents a diversity of background and experience. Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience, which is not limited to race, gender or national origin, we have no formal policy regarding Board diversity.
The Nominating and Corporate Governance Committee considers shareholder nominees using the same criteria set forth above. Shareholders who wish to present a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual general meeting of shareholders must provide the Nominating and Corporate Governance Committee with notice of the nomination and certain information regarding the candidate within the time periods set forth below under the caption "Shareholder Proposals".
After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each of Mr. Aaron D. Berg, Ms. Patrice Bonfiglio, Mr. Keith L. Horn, Mr. Odysseas Kostas, M.D., Mr. Louis Sterling III, Ms. Diane E. Sullivan and Mr. Michael Torok for re-election as directors.
Nominees and Incumbent Directors
The table below sets forth the following information for the Company’s directors: the year each was first elected as a director of the Company, their respective ages, and the positions currently held with the Company:
Nominee / Director Name and Year of First Election |
|
Age |
|
Position(s) with the Company |
Nominees for Director: |
|
|
|
|
Aaron D. Berg (2024) |
|
63 |
|
President and Chief Executive Officer |
Patrice Bonfiglio (2023) |
|
43 |
|
Director |
Paul Cohen, M.D. (2023)(1) |
|
51 |
|
Director |
Keith L. Horn (2023) |
|
67 |
|
Director |
Odysseas Kostas M.D. (2023) |
|
51 |
|
Director |
Oliver O'Connor (2023)(1) |
|
64 |
|
Director |
Louis Sterling III (2023) |
|
47 |
|
Director |
Diane E. Sullivan (2023) |
|
64 |
|
Director |
Michael Torok (2025) |
|
47 |
|
Director |
Directors Nominated for Election
The following persons have been nominated by the Board to be elected as directors at the Annual General Meeting.
Aaron D. Berg joined Amarin in November 2012 as Vice President, Marketing and Managed Care. He has since served in roles of increasing responsibility, including as Senior Vice President, Marketing and Sales from February 2014 until April 2018, as Senior Vice President and Chief Commercial Officer from April 2018 through July 2021, then Executive Vice President, President-U.S., in August 2021. Mr. Berg was appointed President and Chief Executive Officer in June 2024. Before joining Amarin, Mr. Berg served as president and chief executive officer of Essentialis, Inc., a development stage pharmaceutical company, where he led the company’s work on triglyceride management. Prior to joining Essentialis, Mr. Berg served as vice president of marketing and sales at Kos Pharmaceuticals, where he was instrumental in driving annual revenues approaching $1 billion until the acquisition of Kos Pharmaceuticals by Abbott Laboratories in December 2006. Mr. Berg began his pharmaceutical industry career as a sales representative with Bristol-Myers Squibb, followed by various commercial positions with Schering-Plough and GlaxoSmithKline. He obtained his B.S. in Business Management, Marketing from the University of Maryland. Based on Mr. Berg’s executive experience in the biopharmaceutical industry and his current role as our President and Chief Executive Officer, the Board believes Mr. Berg has the appropriate set of skills to serve as a member of our Board.
Ms. Patrice Bonfiglio joined Amarin as a non-executive director in February 2023. Ms. Bonfiglio is the Co-Founder and Chief Executive Officer of Iris International LLC, an investment firm focused on preventative healthcare. She also serves as an advisor to Sarissa Capital Management LP, a registered investment adviser focused on constructive shareholder activism in the healthcare sector, where she previously served as President. Ms. Bonfiglio joined Sarissa Capital in 2013 and served in various roles including Chief Operating Officer, Chief Financial Officer, and Chief Compliance Officer, overseeing investment, operational, financial, and compliance functions and engaging with public company boards and management teams in the healthcare sector. From October 2020 to October 2022, Ms. Bonfiglio served as Chief Financial Officer of Sarissa Capital Acquisition Corp. (Nasdaq: SRSA), a publicly traded special purpose acquisition company focused on the healthcare and biopharma industry, where she was responsible for financial oversight, SEC reporting, and capital markets activities. Ms. Bonfiglio began her career in accounting and operations, holding roles of increasing seniority at several investment management firms, including Pequot Capital Management, Inc., Ridgefield Capital Asset Management, Arrowhawk Capital Partners, LLC, and Arbalet Capital Management, LP. Ms. Bonfiglio received her B.S. degree from Temple University. She currently serves as an advisor to Helix Decision Science, an agentic AI platform performing predictive intelligence and agentic automation. Ms. Bonfiglio is well-qualified to serve as a member of our Board due to her extensive experience in healthcare investing, public company financial oversight, capital allocation, accounting, tax, and compliance.
Mr. Keith L. Horn joined Amarin as a non-executive director in February 2023. Mr. Horn is the founder and managing member of Loring Capital Advisors, LLC, a firm providing investment advisory and consulting services to hedge fund managers, asset management firms, and early-stage and start-up businesses. Since November 2024, Mr. Horn has served as Executive Chairman of The Forest Road Company, a specialty finance and investment firm that focuses on providing capital and advisory solutions in sectors including media and entertainment, real estate, renewable energy and digital assets. Mr. Horn served as the Chief Executive Officer and a director of Forest Road Acquisition Corp. from September 2020 to June 2021, when it consummated a business combination with The Beachbody Company. From 2003 to 2015, Mr. Horn served as Chief Operating Officer and a member of the Management Committee and Valuation Committee of Elliott Management Corporation, a global multi-strategy firm, where he was responsible for global management and oversight of operational, support and control functions of the firm's investment advisory business.
Prior to Elliott, Mr. Horn spent 16 years at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a Managing Director, serving in various capacities, including Global Head of Leveraged Finance, Head of Latin America Debt, and Chief of Staff to the Chairman and President. Mr. Horn began his career in private practice as a corporate and securities attorney. Since February 2025, Mr. Horn has served as director of Platform Science, Inc., a transportation technology company that provides software platforms and telematics for connected commercial vehicles with a focus on trucking fleets. Since October 2021, Mr. Horn has served as an advisory board member of Sharp Alpha, a sports betting and gaming venture capital fund. Mr. Horn also served on the board of directors of Sarissa Capital Acquisition Corp., a special purpose acquisition company sponsored by Sarissa Capital from October 2021 to
November 2022. From March 2021 to April 2023, Mr. Horn served as a director of Forest Road Acquisition Corp. II, a special purpose acquisition company. In addition, since January 2019, Mr. Horn has served as a director of Caliper Holdings, a company engaged in the consumer and commercial ingredients food and beverage business. Mr. Horn served as a director of ShopOne Centers REIT, Inc., an owner and operator of shopping malls, from March 2018 to May 2022. In addition, in July 2019, Mr. Horn was appointed to the strategic advisory board of lnvestcorp Strategic Capital Partners, a fund established to assemble a diverse portfolio of general partnership stakes in alternative asset managers.
From April 2016 to November 2019, Mr. Horn served on the board of directors of Empire Resorts, Inc., which operates in the gaming and hospitality industries, where he served as Chairperson of the audit committee and as Chairperson of the special committee in its review and approval of an acquisition transaction pursuant to which Empire became a privately-held entity. Mr. Horn also serves on the board of directors for the Binghamton University Foundation and for many years was a member of the Foundation investment committee. For many years, Mr. Horn served as a member of the board of directors of PeacePlayers International, a non-profit organization that uses the game of basketball to educate and unite children in areas of conflict around the world.
Mr. Horn received his J.D. (cum laude) from Georgetown University Law Center and his B.A. degrees in Economics and Political Science from Binghamton University, where he graduated Phi Beta Kappa with highest honors. Mr. Horn is well-qualified to serve as a member of our Board due to his significant experience in investments, capital markets, operations, capital allocation, strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions.
Dr. Odysseas Kostas joined Amarin as a non-executive director in February 2023 and currently serves as Chairman. Dr. Kostas is founder and Managing Director of Polymetis Strategies LLC, a consulting firm focused on finance, strategy and operations. Dr. Kostas serves as an advisor to Sarissa Capital Management LP where he previously served as a Partner, Senior Managing Director and as Head of Research. Earlier in his career, Dr. Kostas was a Director at Evercore ISI covering the biotechnology and pharmaceutical industries and a Consultant and Senior Associate Analyst at Sanford C. Bernstein and Co., Inc. Prior to joining Bernstein, he practiced internal medicine as part of the Yale New Haven Health System and served as a consultant to various biotechnology companies. Dr. Kostas currently serves as a director of Armata Pharmaceuticals, Inc. (NYSE: ARMP), and previously served as a director and Chairman of Innoviva, Inc. (Nasdaq: INVA). Dr. Kostas received his B.S. degree from the Massachusetts Institute of Technology and his M.D. degree from the University of Texas Southwestern Medical School. Dr. Kostas is well-qualified to serve as a member of our Board due to his significant experience in medicine, investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions.
Mr. Louis Sterling III joined Amarin as a non-executive director in February 2023. Since January 2017, Mr. Sterling has been a private investor targeting small-cap public equities and select fast-growth private companies, particularly in the healthcare industry. Prior to 2017, Mr. Sterling worked in investment banking (corporate finance/M&A) at Goldman Sachs, middle-market private equity at Lincolnshire Management, and was a managing director at BondFactor. From December 2021 to April 2023, Mr. Sterling served as a director of BZAM Ltd. (formerly the Green Organic Dutchman Holdings Ltd.), a sustainable global cannabis company, and served as chair of the corporate governance & nominating committee and as a member of the compensation committee. Mr. Sterling received his J.D. from Harvard Law School, his M.B.A. from Harvard Business School, and his B.B.A. from Howard University. Mr. Sterling is well qualified to serve as a member of our Board due to his significant investments, operations, capital allocation, corporate finance, and mergers and acquisitions expertise.
Ms. Diane E. Sullivan joined Amarin as a non-executive director in February 2023. Ms. Sullivan founded her own consulting firm in May 2020, which specializes in strategy development and providing commercialization expertise for life sciences companies. Since May 2020, Ms. Sullivan has served as part-time Chief Commercial Officer of DalCorp Pharmaceuticals. Since July 2023, Ms. Sullivan has served on the board of directors of Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX). From November 2018 to April 2020, Ms. Sullivan served as Chief Commercial Officer of The Medicines Company (“MDCO”), until its $9.7B acquisition by Novartis. Prior to her time at MDCO, Ms. Sullivan was an independent commercialization and market access consultant from October 2017 to November 2018. Ms. Sullivan was Vice President, Market Access & Patient Strategies at AstraZeneca from
2013 to 2017. She was Vice President, Specialty Payer & Channel Group at Pfizer from 2009 to 2013 and prior to the acquisition, was Vice President, Healthcare Systems Marketing at Wyeth in 2008.
Before Wyeth, Ms. Sullivan spent 12 years in a series of strategy, marketing, brand management, business development, and integration roles at GlaxoSmithKline. She began her career at IBM and was a member of the team that launched IBM’s entry into the Health Data Networking business. Ms. Sullivan served on the board of directors of OrthogenRx, a privately held medical device company from May 2018 until it was acquired by Avanos Medical in January 2022. Ms. Sullivan received a B.A. from Dickinson College. She also graduated from IBM’s intensive two-year marketing and account management training program as well as IBM’s customized version of an M.B.A. program. Ms. Sullivan is well-qualified to serve as a member of our Board due to her significant investments, operations, research and development, capital allocation, partnerships and strategic collaboration, corporate governance, corporate finance, and mergers and acquisitions expertise.
Mr. Michael Torok joined Amarin as a non-executive director in April 2025. Since 2008, Mr. Torok has served as the co-founder and managing director of JEC Capital Partners, LLC, an investment company with offices in the United States and Germany. Prior to that, Mr. Torok served as Chief Financial Officer for Integrated Dynamics Engineering Inc. a semiconductor equipment technology company that was acquired by Aalberts Industries (AMS: AALB), from 2006 to 2009. Earlier in his career, Mr. Torok served in various positions at PricewaterhouseCoopers LLP, a multinational professional services network of firms. Mr. Torok has served on the board of directors of Liberated Syndication, Inc. (formerly Nasdaq: LSYN), a podcasting platform for creators and advertisers, since December 2022. Mr. Torok previously served on the boards of directors of Carisma Therapeutics Inc. (Nasdaq: CARM) from March 2023 to October 2024, Photon Control Inc. (formerly TSX: PHO) from 2016 to 2018, and Symbility Solutions Inc. from 2015 to 2018. Mr. Torok received a B.S. in Accounting and Finance and a Masters in Finance from Boston College. Mr. Torok is well qualified to serve as a member of our Board due to his experience in capital markets, mergers and acquisitions, capital resources and operational improvements.
Directors Not Standing for Re-election
On March 25, 2026, Dr. Cohen and Mr. O'Connor each notified the Company that they would not stand for re-election at the Annual General Meeting.
Dr. Paul Cohen joined Amarin as a non-executive director in February 2023. He is the Albert Resnick, MD Associate Professor, Head of the Laboratory of Molecular Metabolism, and Senior Attending Physician at The Rockefeller University, where he has served as an Associate Professor since 2021 and was an Assistant Professor from 2015 to 2021. Dr. Cohen is a member of the Scientific Advisory Board of Cellular Intelligence, Canary Cure Therapeutics, Moonwalk Biosciences, and Hoxton Farms. Since 2016, Dr. Cohen has been a practicing cardiologist at Memorial Sloan Kettering Cancer Center. He received his undergraduate degree from Harvard College. He then went on to graduate from the Tri-Institutional MD-PhD Program, where he completed his PhD research at the Rockefeller University studying the unique metabolic effects of the hormone leptin. Dr. Cohen received his MD from Weill Cornell Medical College. He then completed an Internal Medicine Residency at Columbia University Medical Center and a Cardiology Fellowship at Brigham and Women’s Hospital. He performed postdoctoral research training at the Dana Farber Cancer Institute studying transcriptional determinants of adipocyte identity.
Mr. Oliver O’Connor joined Amarin as a non-executive director in April 2023. Mr. O’Connor currently serves as the Chief Executive Officer of the Irish Pharmaceutical Healthcare Association, a position he has held since January 2015. Earlier, Mr. O’Connor served as a special advisor to the Deputy Prime Minister, Minister for Enterprise, Trade and Employment and Minister for Health and Children in Ireland. Mr. O’Connor has served as a founder board member of the Irish Medicines Verification Organisation since 2017. Mr. O’Connor earned an MBA from Stanford University’s Graduate School of Business and a Bachelor of Arts from University College Dublin.
Vote Required
Each nominee will be elected to the Board if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of such nominee or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on
the proposal vote in favor of such nominee. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then FOR the election of all the nominees named in this Proxy Statement.
THE BOARD RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES IDENTIFIED ABOVE.
PROPOSAL NO. 8
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Background
As recommended by our shareholders at our 2023 annual general meeting and subsequently approved by our Board, we give our shareholders the opportunity to cast an advisory (non-binding) vote to approve the compensation of the Company’s “named executive officers,” each year (a so-called “say-on-pay” vote). At the 2025 Annual General Meeting, the Company’s shareholders supported the say-on-pay vote with approximately 71.9% of the votes cast in favor of the proposal.
The say-on-pay vote is an ordinary resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” for the fiscal year ended December 31, 2025, as described in this Proxy Statement under the “Executive Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 34 to 66 of this Proxy Statement. Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee of the Board of Directors (the "Remuneration Committee") believes that executive compensation should be directly linked both to continuous improvements in corporate performance (so-called “pay for performance”) and accomplishments that are expected to increase shareholder value. The “Executive Compensation Discussion and Analysis” section herein provides a more detailed discussion of the executive compensation program and compensation philosophy managed by our Board and our Remuneration Committee, including how we align compensation elements with our annual goals and long-term business strategies and objectives, as well as review of incentive compensation, which is intentionally heavily weighted to equity compensation in an effort to align such compensation with the interests of our investors, and review the Company’s performance against predefined goals, and an outline of the efforts by the Board and Remuneration Committee to conduct substantive discussions with shareholders to better understand investor perspectives regarding executive compensation.
The say-on-pay vote is advisory, and therefore not binding on the Company, the Board or our Remuneration Committee. However, our Board, including our Remuneration Committee, values the opinions of our shareholders, and considers changes to our executive compensation program as appropriate in response to input from shareholders and evolving factors such as the business environment and competition for talent. See the "Executive Compensation Discussion and Analysis" section of this Proxy Statement for additional information on our shareholder outreach on executive compensation and our approach for 2025 compensation.
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 8:
“RESOLVED, that the shareholders of the Company approve, on a non-binding, advisory basis, the compensation of the Company’s ‘named executive officers,’ as disclosed in this Proxy Statement under the 'Executive Compensation Discussion and Analysis' section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure.”
Vote Required
This advisory proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 8
PROPOSAL NO. 9
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP (“E&Y”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that we submit the selection of E&Y for approval by our shareholders at the Annual General Meeting.
The Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged for such services. All fees incurred in fiscal year 2025 for services rendered by E&Y were approved in accordance with these policies. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the auditor’s independence. The Audit Committee has determined that the non-audit services performed by E&Y in the fiscal year ended December 31, 2025 were compatible with maintaining the auditor’s independence. Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board Committees” and “Report of the Audit Committee.”
E&Y commenced auditing our annual financial statements with the fiscal year ended December 31, 2014. Representatives of E&Y are expected to be available telephonically at the Annual General Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate shareholder questions.
Fees for Independent Registered Public Accounting Firm
The following is a summary of the fees billed to the Company by E&Y for professional services rendered for the fiscal years ended December 31, 2025 and 2024. Audit fees are for services relating to the years ended December 31, 2025 and 2024 as described in (1) below and all non-audit fees are for services invoiced in 2025 and 2024.
|
|
2025 |
2024 |
|
||||
Audit Fees(1) |
|
$ |
1,569,300 |
|
|
$ |
1,597,825 |
|
Audit-Related Fees |
|
|
188,000 |
|
|
|
124,500 |
|
Tax Fees |
|
|
— |
|
|
|
— |
|
All Other Fees |
|
|
— |
|
|
|
— |
|
Total Fees |
|
$ |
1,757,300 |
|
|
$ |
1,722,325 |
|
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 9:
“RESOLVED, to appoint Ernst & Young LLP as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the annual accounts are laid before the Company and to authorize the Audit Committee to agree the remuneration of the auditors.”
In the event that shareholders do not approve the foregoing resolution, we will need to engage a third-party auditor who will act as our independent registered public accounting firm under U.S. law and as our statutory auditor under UK law for the fiscal year ending December 31, 2026. We may proceed to engage such firm as our Board and Audit Committee deem advisable, which firm may include E&Y.
Vote Required
This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions will have no effect on the vote outcome. Because brokers and other nominees can exercise their discretionary authority on this matter, we do not expect there to be any broker non-votes for this proposal, but any broker non-votes would have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 9
PROPOSAL NO. 10
RENEWAL OF THE POWER OF THE DIRECTORS TO ISSUE SHARES
Under English law, directors of an English public company need specific approval from shareholders to issue new shares in the company or to grant rights to subscribe for shares in the company (subject to limited exceptions). This approval is not generally required when U.S. companies are issuing securities.
The Board would like to seek shareholder approval to issue shares up to an aggregate nominal value of 20% of the Company's issued share capital and for such authority to be renewed each year.
At the 2025 Annual General Meeting, our shareholders authorized our directors for a limited period of 18 months, to issue shares in the Company or to grant rights to subscribe for shares in the Company up to an aggregate nominal amount of £38,400,000 (comprising £33,792,000 in respect of ordinary shares with a par value of £0.50 each and £4,608,000 in respect of preference shares with a par value of £0.05 each ("Preference Shares").
Given this approval is set to expire in November 2026, the Board would now like to ask shareholders to renew this authority so that the Company can issue equity compensation to non-employee members of the Board and raise capital to fund its ongoing business and operations in a timely manner, without the additional costs or delays associated with calling a special meeting and preparing and circulating proxy materials to approve specific issuances of shares.
As a result, this Proposal No. 10 seeks shareholder approval to renew the grant of authority to the Board to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 in respect of Ordinary Shares, which represents approximately 18% of the existing issued share capital. This authority, if approved, would last for a period of 18 months from the date the resolution is passed.
For the avoidance of doubt, the Company has no present plans or proposals to issue shares in a single transaction, or to a small number of persons that would result in one or more of such persons becoming a principal shareholder of the Company with significant influence over the Company’s affairs.
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 10:
“RESOLVED, to generally and unconditionally authorize the Board of the Company, in accordance with Section 551 of the UK Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company (“Rights”) up to an aggregate nominal amount of £37,750,000 in respect of Ordinary Shares, provided that: (a) this authority shall, unless renewed, varied, or revoked by the Company, expire on the 18-month anniversary of the date on which this resolution is passed, except that the Company may, before such expiration, make an offer or agreement which would, or might, require shares to be allotted or Rights to be granted after the expiration of such period and the Board may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and (b) this authority replaces all subsisting authorities previously granted to the Board for the purposes of Section 551, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.”
Vote Required
This proposal requires an ordinary resolution and will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 10
PROPOSAL NO. 11
APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN
Our Board believes that share-based incentive awards can play an important role in the success of the Company by encouraging and enabling the employees, officers, non-employee members of our Board and consultants of the Company and its subsidiaries upon whose judgment, initiative, and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. Consistent with our compensation philosophy and objectives, our Board believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.
On March 25, 2026, our Board, based on input from Pearl Meyer, as our independent external compensation consultant, and the recommendation of our Remuneration Committee, adopted, subject to shareholder approval, the Amarin Corporation plc Amended and Restated 2020 Stock Incentive Plan (the “Amended and Restated Plan”) which amends and restates the Company’s 2020 Stock Incentive Plan (the "2020 Plan") as amended by Amendments No. 1, No. 2 and No. 3 to the 2020 Plan to increase the share reserve under the Amended and Restated Plan by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options by 15,000,000 Ordinary Shares. The 2020 Plan was originally adopted by our Board on March 16, 2020 and was approved by our shareholders at our 2020 annual general meeting, Amendment No. 1 to the 2020 Plan was adopted by our Board on May 14, 2022 and was approved by our shareholders at our 2022 annual general meeting; Amendment No. 2 to the 2020 Plan was adopted by our Board on May 26, 2023 and was approved by our shareholders at our 2023 annual general meeting; and Amendment No. 3 to the 2020 Plan was adopted by our Board on February 8, 2024 and was approved by our shareholders at our 2024 annual general meeting. The Board did not request approval at the 2025 Annual General Meeting for an amendment to the 2020 Plan to increase the share reserve.
Summary of Material Features of the Amended and Restated Plan
The material features of the Amended and Restated Plan are:
Based solely on the closing price of our ADSs as reported by Nasdaq on March 27, 2026 and the maximum number of Ordinary Shares that would have been available for awards as of such date under the Amended and Restated Plan, the maximum aggregate market value of Ordinary Shares that could potentially be issued under the Amended and Restated Plan is approximately $16,247,909, of which approximately $5,410,409 represents Ordinary Shares that were available for grant under the 2020 Plan as of such date and approximately $10,837,500 represents the 15,000,000 new Ordinary Shares that can be issued under the Amended and Restated Plan. The Ordinary Shares available for issuance under the Amended and Restated Plan will be authorized but unissued Ordinary Shares or ADSs as acquired in the open market or otherwise.
Rationale for the Amended and Restated Plan
The Amended and Restated Plan is critical to our ongoing effort to build shareholder value. Equity incentive awards are an important component of our executive and non-executive employees’ compensation. Our Remuneration Committee and our Board believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success in Ireland, the United States and internationally.
We manage our long-term shareholder dilution by limiting the number of equity incentive awards granted annually. The Remuneration Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize shareholder value by granting only the number of equity incentive awards that it believes is necessary and appropriate to attract, reward and retain our employees.
Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. As of March 31, 2026, all of our employees held outstanding equity awards in varying levels or were within a three-month provisional period to become eligible to receive equity awards. By ensuring that our employees hold equity awards, we link the interests of those employees with those of our shareholders and motivate our employees to act as owners of the business.
Burn Rate
The following table sets forth information regarding historical awards granted and earned for the 2023 through 2025 period, and the corresponding burn rate, which is defined as the number of Ordinary Shares subject to equity-based awards granted in a year divided by the weighted average number of Ordinary Shares outstanding for that year, for each of the last three fiscal years.
Based on input from Pearl Meyer, the Remuneration Committee and the Board determined the size of reserved pool under the Amended and Restated Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees. We anticipate that if our requested share reserve is approved by our shareholders, it will be sufficient to provide equity incentives to attract, retain, and motivate employees for the next two to three years.
Share Element |
2025 |
|
2024 |
|
2023 |
|
||||||
Time- and Performance-Based Stock Options Granted, net of forfeitures(1) |
|
|
3,420,940 |
|
|
|
139,223 |
|
|
|
10,141,886 |
|
Time- and Performance-Based Full-Value Awards Granted, net of forfeitures(2) |
|
|
5,734,000 |
|
|
|
5,838,294 |
|
|
|
2,278,927 |
|
Total Awards Granted |
|
|
9,154,940 |
|
|
|
5,977,517 |
|
|
|
12,420,813 |
|
Weighted average Ordinary Shares outstanding during the fiscal year |
|
|
414,983,506 |
|
|
|
410,936,685 |
|
|
|
407,645,557 |
|
Annual Burn Rate |
|
|
2.21 |
% |
|
|
1.45 |
% |
|
|
3.05 |
% |
Three Year Average Burn Rate |
|
|
2.24 |
% |
|
|
2.52 |
% |
|
|
|
|
Weighted average Ordinary Shares outstanding during the fiscal year, including shares issuable upon conversion of preferred stock |
|
|
414,983,506 |
|
|
|
410,936,685 |
|
|
|
407,645,557 |
|
Annual Burn Rate Including Ordinary Shares Issuable Upon Conversion of Preferred Stock |
|
|
2.21 |
% |
|
|
1.45 |
% |
|
|
3.05 |
% |
Three Year Average Burn Rate Including Ordinary Shares Issuable Upon Conversion of Preferred Stock |
|
|
2.24 |
% |
|
|
2.52 |
% |
|
|
|
|
Summary of the Amended and Restated Plan
The following description of certain features of the Amended and Restated Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2020 Plan filed as Exhibit 10.1 to our Form 8-K, filed with the SEC on July 14, 2020, the full text of Amendments No. 1, 2 and 3 to the 2020 Plan filed as Exhibits 10.2 to our Form 8-K, filed with the SEC on June 30, 2022, July 24, 2023 and April 22, 2024, respectively, and the Amended and Restated Plan, which is attached hereto as Appendix A.
Eligibility. Eligible persons include any employee, officer, consultant or director providing services to the Company or any affiliate of the Company, as determined by the Remuneration Committee. As of March 31, 2026, approximately 82 individuals were eligible to participate in the Amended and Restated Plan, including five executive officers, 69 employees who are not executive officers and eight non-employee directors.
In addition, the Amended and Restated Plan provides that a change in status from an employee to a consultant, or from a consultant to an employee, will be considered an interruption or termination of services for purposes of the Amended and Restated Plan.
Stock Options. The Amended and Restated Plan permits the granting of (1) options to purchase Ordinary Shares intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, and (2) options that do not so qualify. Options granted under the Amended and Restated Plan will be non-qualified stock options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and any subsidiary or parent (each as defined in Section 424 of the Code) of the Company. Non-qualified stock options may be granted to any persons eligible to receive awards under the Amended and Restated Plan. The option exercise price of each option is determined by the Remuneration Committee but may not be less than 100% of the fair market value of the Ordinary Shares on the date of grant. Fair market value for this purpose is the closing sale price of an ADS on Nasdaq on the date of grant, as proportionately adjusted to reflect the Company's current ratio of Ordinary Shares to ADS. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure. Incentive stock options cannot be granted in respect of more than 75,000,000 Ordinary Shares.
The term of each option may not exceed 10 years from the date of grant. The Remuneration Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments. In general, unless otherwise permitted by the Remuneration Committee, no option granted under the Amended and Restated Plan is transferable by the optionee other than by will or by the laws of descent and distribution, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity. The method of payment to be used to exercise an option is determined by the Remuneration Committee and may consist of, alone or in combination, (a) cash or check, (b) surrender (or attestation to the ownership following such procedures as the Company may prescribe) of other Ordinary Shares that are not then subject to restrictions under any Company plan and have a fair market value on the date of surrender or attestation equal to the aggregate exercise price of Ordinary Shares as to which such option shall be exercised, or (c) delivery of a properly executed exercise notice together with such other documentation as the Remuneration Committee and the broker, if applicable, shall require to effect an exercise of the option and delivery to the Company of the sale or loan proceeds required to pay the aggregate exercise price and any applicable income or employment taxes. In addition, non-qualified stock options can be exercised for consideration in the form of cancelled indebtedness or by a “net exercise” arrangement pursuant to which the Company will reduce the number of Ordinary Shares issuable upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate exercise price. The Remuneration Committee can also provide for the payment of such other consideration and method of payment permitted under applicable laws.
To qualify as incentive stock options, options must meet additional U.S. federal tax requirements, including a $100,000 limit on the value of shares subject to incentive stock options that first become exercisable by a participant in any one calendar year.
Restricted Stock Units. The Remuneration Committee may award restricted stock units to any eligible persons. Restricted stock units are payable in Ordinary Shares or, at the discretion of the Remuneration Committee, in cash or a combination of cash and Ordinary Shares, and may be subject to such conditions and restrictions as the Remuneration Committee may determine. These conditions and restrictions may include the achievement of certain performance objectives and/or continued service with the Company through a specified vesting period.
Unrestricted Share Awards. The Remuneration Committee may also grant to directors Ordinary Shares that are free from any restrictions under the Amended and Restated Plan, provided that the director shall pay an amount for the Ordinary Shares at least equal to their aggregate nominal values. A director may elect to receive such an award of unrestricted Ordinary Shares in lieu of cash meeting fees to which the director is otherwise entitled.
Dividend Equivalent Rights. During the vesting period for restricted stock units, restricted stock units may be credited with dividend equivalent rights, which entitle the participant to receive credits for dividends that would have been paid if the recipient had held the Ordinary Shares underlying the restricted stock units. Any such dividend equivalent rights shall provide that such rights be settled only upon settlement or payment of, or lapse of restrictions on, such restricted stock unit award, and that such dividend equivalent right shall expire or be forfeited or annulled under the same conditions as the restricted stock unit award.
Change of Control Provisions. The Amended and Restated Plan provides that upon the effectiveness of a “change of control” (as defined in the Amended and Restated Plan), except as otherwise provided by the Remuneration Committee in an award agreement, (i) participants may exercise their options to the extent vested immediately prior to the change of control within 12 months of the change of control (or through the expiration date, if earlier), (ii) all unvested awards held by directors (other than the Chief Executive Officer of the Company) will automatically vest in full, and (iii) all unvested awards held by other participants (i.e., the Chief Executive Officer and participants who are not directors) shall continue to vest following a change of control and, if any such participant’s employment is terminated by the Company for any reason other than “cause” (as defined in the Amended and Restated Plan) within two years of the change of control, shall fully vest, and in the case of options become exercisable and remain exercisable for a period of 12 months following such termination (or through the expiration date, if earlier). In addition, the Company may provide for awards to be substituted by equivalent awards or for a cash payment to be paid to participants in respect of all awards held by participants (whether or not vested) upon the change of control, in which case all original awards shall lapse upon the consummation of the change of control.
Adjustments for Stock Dividends, Stock Splits, Etc. The Amended and Restated Plan requires the Remuneration Committee to make appropriate adjustments to the number of Ordinary Shares that are subject to the Amended and Restated Plan, to certain limits in the Amended and Restated Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.
Tax Withholding. Participants in the Amended and Restated Plan are responsible for the payment of any federal, state, or local taxes that the Company is required by law to withhold upon the exercise of options or the receipt, vesting, or settlement of other awards. The Remuneration Committee may require that tax withholding obligations be satisfied by withholding Ordinary Shares that otherwise would be issued upon exercise, settlement, or vesting or other Company shares. The Remuneration Committee may also require that the Company’s tax withholding obligation be satisfied, in whole or in part, by an arrangement whereby a certain number of Ordinary Shares issued pursuant to an award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.
UK Sub Plan. The Amended and Restated Plan includes a UK Sub Plan adopted under, and forming part of, the Amended and Restated Plan to operate as an employee share scheme for UK employees and to rely on UK statutory exemptions.
Amendments and Termination. The Board may at any time amend or discontinue the Amended and Restated Plan and the Remuneration Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the Amended and Restated Plan will be subject to approval by our shareholders. Amendments shall also be subject to approval by our shareholders if and to the extent determined by the Remuneration Committee to be required by the Code to preserve the qualified status of incentive stock options.
Administration; Delegation. As noted above, the Amended and Restated Plan will continue to be administered by the Remuneration Committee, which has full power, subject to the provisions of the Amended and Restated Plan, to, among other things, select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the specific terms and conditions of each award, and to accelerate the vesting of one or more outstanding awards at such times and in such amounts as it determines. The Remuneration Committee may delegate to a committee of one or more directors or to a committee of one or more officers its authority under the Amended and Restated Plan with respect to the granting of awards to individuals who are not members of the delegated committee, and may revoke or amend the terms of such delegation at any time, but no such action will invalidate any prior actions of such delegation.
Compliance with Other Policies. Awards under the Amended and Restated Plan are subject to the Company’s insider trading policy and the Company’s clawback policy, as in effect from time to time.
Effective Date of Plan. The Board originally adopted the 2020 Plan on March 16, 2020, and it became effective on July 13, 2020, which was the day it was approved by shareholders. Amendment No. 1 to the 2020 Plan was adopted by the Board on May 14, 2022 and was approved by shareholders on June 27, 2022. Amendment No. 2 to the 2020 Plan was adopted by the Board on May 26, 2023 and was approved by shareholders on July 21, 2023. Amendment No. 3 to the 2020 Plan was adopted by the Board on February 8, 2024 and was approved by shareholders on April 18, 2024. The effective date of the Amended and Restated Plan proposed in this Proposal No. 11 will be the date the Amended and Restated Plan is approved by shareholders. Awards of incentive stock options may be granted under the Amended and Restated Plan until March 16, 2030. No other awards may be granted under the Amended and Restated Plan after July 13, 2030.
New Plan Benefits
Because the grant of awards under the Amended and Restated Plan is within the discretion of the Remuneration Committee, the Company cannot determine the dollar value or number of Ordinary Shares that will in the future be received by or allocated to any participant in the Amended and Restated Plan.
Tax Aspects Under the Code
The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the Amended and Restated Plan. It does not describe all U.S. federal tax consequences under the Amended and Restated Plan, nor does it describe non-U.S., state or local tax consequences. This discussion is not intended to constitute tax advice and holders of awards under the Amended and Restated Plan are encouraged to consult with their own tax advisors.
Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If Ordinary Shares issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such Ordinary Shares, any amount realized in excess of the exercise price (the amount paid for the Ordinary Shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for U.S. federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If Ordinary Shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the Ordinary Shares at exercise (or, if less, the amount realized on a sale of such Ordinary Shares) over the exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering Ordinary Shares. If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.
Non-Qualified Stock Options. No income is realized by the optionee at the time a non-qualified stock option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the exercise price and the fair market value of the Ordinary Shares on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the Ordinary Shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified stock option is paid by tendering Ordinary Shares. Upon exercise, the optionee will also be subject to U.S. Social Security taxes on the excess of the fair market value over the exercise price of the option.
Other Awards. The Company generally will be entitled to a tax deduction in connection with other awards under the Amended and Restated Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award vests or becomes non-forfeitable, or is settled, unless the award provides for a further deferral.
Parachute Payments. The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change of control may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Limitation on Deductions. Under Section 162(m) of the Internal Revenue Code, the Company’s deduction for certain awards under the Amended and Restated Plan are limited to the extent that any “covered employee” (as defined in Section 162(m) of the Internal Revenue Code) receives compensation in excess of $1 million a year.
Equity Compensation Plan Information
The following table provides information as of December 31, 2025 with respect to the Ordinary Shares or ADSs, as the case may be, that may be issued under our equity compensation plans, consisting of the 2020 Plan, and the Amarin Corporation plc Employee Stock Purchase Plan (“ESPP”):
Plan Category |
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average |
|
Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining |
|
|
|
Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) |
|||||||
Equity compensation plans approved by shareholders |
|
|
37,664,220 |
|
(1) |
|
$ |
1.95 |
|
(2) |
|
|
18,531,055 |
|
(3) |
Equity compensation plans not approved by shareholders |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
Total |
|
|
37,664,220 |
|
(1) |
|
$ |
1.95 |
|
(2) |
|
|
18,531,055 |
|
(3) |
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 11:
"RESOLVED, to approve the Amarin Corporation plc Amended and Restated 2020 Stock Incentive Plan."
Vote Required
This proposal will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution, or (ii) on a poll, shareholders representing a majority of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 11
PROPOSAL NO. 12
DISAPPLICATION OF PRE-EMPTION RIGHTS
Under English law, when the directors of an English public company wish to issue new shares in a company for cash, the company must first offer those shares to existing shareholders on the same or better terms (commonly known as pre-emption rights unless such pre-emption rights are disapplied through the approval of the shareholders.
At the 2023 Annual General Meeting, our shareholders authorized our directors to issue shares in the Company without such issuances being subject to pre-emption rights up to an aggregate nominal amount of £125,000,000 (comprising £110,000,000 in respect of Ordinary Shares and £15,000,000 in respect of Preference Shares) for a limited period of 18 months.
At the 2025 Annual General Meeting, our shareholders rejected a similar proposal for our directors to issue shares in the Company without such issuance being subject to pre-emption rights. Consequently, and as detailed in the Non-Employee Director Compensation section of the Proxy, the Board was required to evaluate alternatives to the customary mix of cash retainer and equity compensation arrangements for the non-employee members of the Board for 2025 in order to maintain a competitive compensation structure that reflects prevailing industry standards and peer group practices. The result was a compensation arrangement wherein, in addition to the customary cash retainer, the non-employee directors received additional cash compensation, in lieu of equity, at an amount equal to the previously approved equity value. The "cash only" compensation arrangement with members of the Board needlessly impacts the Company's total cash position, while at the same time undesirably misaligning the incentive alignment of such compensation.
At the Annual General Meeting, the Board is again asking shareholders to renew its approval to disapply the pre-emption rights for share issuances. Obtaining shareholder approval for each individual share issuance is time-consuming, costly and impractical. Disapplying the pre-emption rights would reduce such costs, minimize the delays involved in convening special meetings of shareholders and give the Board sufficient flexibility to appropriately design compensation arrangements for the non-employee members of the Board and to act quickly on opportunities that would be in the best interests of the Company and its shareholders.
As a result this Proposal No. 12 seeks shareholder approval to renew the pre-emption disapplication up to an aggregate nominal amount of £20,970,000 in respect of Ordinary Shares, which represents approximately 10% of the existing issued share capital of the Company. This authority, if approved, would last for a period of 18 months from the date the resolution is passed.
For the avoidance of doubt, the Company has no present plans or proposals to issue shares in a single transaction, or to a small number of persons that would result in one or more of such persons becoming a principal shareholder of the Company with significant influence over the Company’s affairs.
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 12:
“RESOLVED, to give power to the Board, subject to the passing of Resolution No. 10 above and in accordance with Section 570 of the UK Companies Act 2006 (the "Act"), to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority conferred upon them by Resolution No. 10, as if Section 561(1) of the Act did not apply to any such allotment, provided that the power hereby conferred shall (a) be limited to the allotment of equity securities up to an aggregate nominal amount of £20,970,000 in respect of Ordinary Shares; and (b) expire on the 18-month anniversary of the date on which this resolution is passed (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiration, make an offer or agreement which would, or might, require equity securities to be allotted after the expiration of such period and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.”
Vote Required
This proposal requires a special resolution and will be approved if (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution, or (ii) on a poll, shareholders representing at least 75% of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 12
PROPOSAL NO. 13
AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY TO PERMIT ELECTRONIC NOTICE TO SHAREHOLDERS OF SUBSEQUENT ANNUAL GENERAL MEETINGS BY MAKING SUCH NOTICE AVAILABLE ON A WEBSITE
The Company proposes to adopt new amended and restated articles of association (the “New Articles”) to amend the current articles of association that were adopted by the Company on April 18, 2024 (the “Current Articles”). The proposed amendments are summarized below. If approved by the shareholders, the New Articles will come into effect from the conclusion of the Annual General Meeting. The preceding discussion on the proposed changes is qualified in its entirety by reference to the proposed New Articles, a copy of which is attached to this Proxy Statement as Appendix B and is incorporated herein by reference. Appendix B is marked up to show the proposed changes to the current articles of association of the Company.
The changes that are proposed in the New Articles relate to the provisions regarding the provision of notices and other documents to shareholders. Pursuant to paragraph 4 of Schedule 5 to the Companies Act, the Company may send or supply documents or information to members by making them available on a website, provided that: (a) the Company's articles of association contain provisions to that effect; and (b) the member has been asked individually by the Company and has agreed that the Company may send or supply documents or information to them by means of a website. Pursuant to paragraph 10 of Schedule 5 to the Companies Act, a member shall be taken to have agreed that the Company may send or supply documents or information to such member by making them available on a website if the Company has not received a response within the period of 28 days beginning with the date on which the Company's request was sent.
By using the website as the default method of publication of shareholder information, this will reduce the number of documents sent by mail, not only resulting in annual cost savings to the Company, but also reducing the impact that the printing and distribution of documents has on the environment, thereby curbing deforestation, saving water, and reducing energy consumption and greenhouse gas emissions arising from paper production, transportation, and landfill disposal.
A clean copy of the New Articles and a copy marked up to show changes to the Current Articles are available to view (i) at the registered office of the Company during usual business hours on usual business days in London from the date of this Proxy Statement up to and including the date of the Annual General Meeting; (ii) at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on the date of the Annual General Meeting for at least 15 minutes prior to and during the Annual General Meeting; and (iii) on the Company's website at https://www.amarincorp.com/investor-relations.
Shareholders will be asked at the Annual General Meeting to approve the following resolution pursuant to this Proposal No. 13:
“RESOLVED, that, with effect from the conclusion of the Annual General Meeting, the amended and restated articles of association of the Company, produced to the meeting and signed by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.”
Vote Required
This proposal requires a special resolution and will be approved if (i) on a show of hands, at least 75% of shareholders present in person or by proxy and voting on the proposal vote in favor of the resolution or (ii) on a poll, shareholders representing at least 75% of the total voting rights of shareholders who are present at the meeting in person or by proxy and voting on the proposal vote in favor of the resolution. As a result, abstentions and broker non-votes will have no effect on the vote outcome.
THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 13
ADDITIONAL BUSINESS
As a public limited company organized under the laws of England and Wales, it is a statutory requirement that the Board lay before the Annual General Meeting the Company’s statutory accounts, which are the Company’s Annual Report for the year ended December 31, 2025, as prepared in conformity with GAAP (the “Annual Report”), and the accounts for the financial year ended December 31, 2025, prepared in accordance with IFRS (the “Statutory Accounts”). In accordance with the Companies Act and the Articles, the Statutory Accounts are available for download in “PDF” format on the Company’s website (https://www.amarincorp.com/investor-relations/financial-information). In addition, hard copies of the Statutory Accounts may be obtained by contacting the Company’s investor relations department at Amarin Corporation plc, c/o Amarin Pharma, Inc., 440 US Highway 22, Suite 300, Bridgewater, NJ 08807 or by telephone at (908) 719-1315. Shareholders of the Company will not be asked to take any action in respect of the Statutory Accounts at the Annual General Meeting.
We know of no other matters to be submitted to a vote of shareholders at the Annual General Meeting. If any other matter is properly brought before the Annual General Meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote the shares they represent in accordance with their judgment. In order for any shareholder to nominate a candidate at a given annual general meeting, he or she must provide timely written notice to our corporate secretary pursuant to the terms of our Articles, the Companies Act and U.S. securities laws, as applicable.
CORPORATE GOVERNANCE
Director Independence
We believe that the Company benefits from having a strong and independent Board. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company that would affect his or her exercise of independent judgment. On an annual basis, the Board reviews the independence of all directors under guidelines established by Nasdaq and in light of each director’s affiliations with the Company and members of management, as well as significant holdings of Company securities. This review considers all known relevant facts and circumstances in making an independence determination. Based on this review, the Board has made an affirmative determination that all directors, other than Mr. Berg, are independent. Mr. Berg is not independent because of his status as the Company's President and Chief Executive Officer.
Code of Conduct
Our Board has adopted a Code of Conduct that applies to our directors, officers, and employees. We believe that our Board and its committees, led by a group of strong and independent directors, provide the necessary leadership, wisdom, and experience that the Company needs in making sound business decisions. Our Code of Conduct helps clarify the operating standards and ethics that we expect of all of our officers, directors, employees and third-party contractors and consultants in making and implementing those decisions. Waivers of our Code of Conduct may only be granted by the Board or the Audit Committee of the Board. We have not granted any waivers to our Code of Conduct to any of our directors or executive officers. To the extent required by law or regulation, we intend to post any waivers or amendments to our Code of Conduct on our website. Our Code of Conduct currently in effect was adopted in July 2024. Our Code of Conduct is available on the corporate governance section of our website (which is a subsection of the investor relations section of our website) at the following address: https:www.amarincorp.com/investor-relations/corporate-governance. You may also request a printed copy of the code, without charge, by writing to us at Amarin Pharma, Inc., 440 Route 22, Suite 300, Bridgewater, NJ 08807, Attention: Investor Relations.
Generally, shareholders who have questions or concerns regarding the Company should contact our Investor Relations department at (908) 719-1315. However, any shareholder who wishes to address questions regarding the
business or affairs of the Company directly with the Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board, Amarin Corporation plc, One Central Plaza, 8th Floor, Dame Street, Dublin D02 K7K5, Ireland or c/o Amarin Pharma, Inc., 440 US Highway 22, Suite 300, Bridgewater, New Jersey 08807. Upon receipt of any such communications, the correspondence will be directed to the appropriate person, including individual directors.
BOARD OF DIRECTORS AND COMMITTEES
Board Leadership Structure and Risk Oversight
In March 2023, Dr. Kostas, an independent director, was appointed as our Chairman of the Board. All key committees of the Board are comprised solely of, and chaired by, independent directors. The Board believes that this structure, combined with the Company’s established corporate governance guidelines, provides an effective leadership structure for the Company. In addition, to ensure effective independent oversight of the Company, the Board holds meetings of the independent directors of the Board at every meeting.
The Board has overall responsibility for the oversight of the Company’s risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes not only understanding company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company. The Board also delegates oversight to Board committees to oversee selected elements of risk as set forth below.
As part of the Board’s risk oversight role, our Remuneration Committee reviews and evaluates the risks associated with our compensation programs. In 2025, the Remuneration Committee reviewed our compensation policies as generally applicable to our employees and believed that our policies do not encourage excessive or unnecessary risk-taking, and that the level of risk that they encourage is not reasonably likely to have a material adverse effect on Amarin. In making this determination, our Remuneration Committee considered the following:
During our 2025 fiscal year, our Board formally met eight times. Each director attended at least 75% of the aggregate of these meetings of the Board and meetings of the committees of which he or she was a member in our last fiscal year. Our Board has a standing Audit Committee, Remuneration Committee and a Nominating and Corporate Governance Committee. All members of the Audit, Remuneration, and Nominating and Corporate Governance Committees are non-employee directors who are deemed independent. In addition to the formal meeting numbers referenced herein, the Board and its committees met or engaged in discussions informally throughout the year.
Although the Company has no formal policies regarding director attendance at annual general meetings, it generally encourages directors to attend annual general meetings and expects that members of the Board will attend annual general meetings when conditions permit.
Board Committees
Audit Committee. Our Audit Committee is comprised of Mr. Horn (Chair), Ms. Bonfiglio, Mr. Sterling and Ms. Sullivan. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee also assists the Board in overseeing the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the external auditors’ qualifications and independence, the performance of the Company’s internal audit function and external auditors and performs other duties, as set forth in the Audit Committee charter. The Audit Committee charter is furnished on our website at www.amarincorp.com/investor-relations/corporate-governance. All members of the Audit Committee satisfy the current independence standards promulgated by Nasdaq and the SEC, and the Board has determined that Keith L. Horn and Patrice Bonfiglio each meet the definition of “audit committee financial expert,” as defined in Item 407 of Regulation S-K. The Audit Committee formally met seven times during our 2025 fiscal year.
Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is currently comprised of Mr. Sterling (Chair), Dr. Cohen, Dr. Kostas, and Mr. O’Connor. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board. The Nominating and Corporate Governance Committee also develops and implements policies and processes regarding corporate governance matters, assesses Board membership needs and acts as the Company’s nominating committee by reviewing potential director nominees and recommending nominees to the Board. The Nominating and Corporate Governance Committee charter is furnished on our website at www.amarincorp.com/investor-relations/corporate-governance. All members of the Nominating and Corporate Governance Committee satisfy the current Nasdaq independence standards. The Nominating and Corporate Governance Committee met formally four times during our 2025 fiscal year.
Remuneration Committee. The Remuneration Committee is comprised of Ms. Sullivan (Chair), Ms. Bonfiglio, Mr. Horn and Mr. Torok. The Remuneration Committee, together with the Board, determines the framework for the compensation of the Company’s Chief Executive Officer and such other members of executive management as it is designated to consider. The Remuneration Committee also determines the corporate and individual performance goals under the Company’s management incentive plan and achievement of these goals, as well as reviews and reassesses the Company’s processes and procedures for the consideration and determination of executive remuneration. Further, the Remuneration Committee oversees any major changes in employee benefit structures throughout the Company and performs other duties as set forth in the Remuneration Committee charter. Additionally, the Remuneration Committee reviews and discusses with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K, prepares the Remuneration Committee report required by SEC rules to be included in our annual proxy statement, and administers our compensation recovery policy. The Remuneration Committee may delegate its authority to a subcommittee composed of one or more of its members. The Remuneration Committee charter is furnished on our website at www.amarincorp.com/investor-relations/corporate-governance. All members of the Remuneration Committee satisfy the current Nasdaq and SEC independence standards and qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act. The Remuneration Committee met formally eight times during our 2025 fiscal year.
Our Board may, as needed or advisable from time to time, form temporary or ad hoc committees and delegate the authority to oversee, identify, evaluate or negotiate a specific issue or opportunity and to make recommendations to the full Board.
Compensation Committee Interlocks and Insider Participation
No one who served on the Remuneration Committee during 2025, is or has been an officer or employee of Amarin. None of our executive officers served as a member of the compensation committee (or other committee of the board of directors serving the compensation function or, in the absence of any such committee, the entire board of directors) of another entity where such entity’s executive officers served on our Remuneration Committee. Moreover, none of our executive officers served as a member of the board of directors or compensation committee (or other committee of the board of directors serving the compensation function or, in the absence of any such committee, the entire board of directors) of another entity where such entity’s executive officers served on our Board or Remuneration Committee.
EXECUTIVE OFFICERS
Our current executive officers and their respective positions are set forth in the following table. Biographical information regarding each executive officer is set forth following the table.
Name |
|
Age |
|
Position |
Aaron D. Berg |
|
63 |
|
President and Chief Executive Officer (principal executive officer) |
Peter L. Fishman |
|
42 |
|
Senior Vice President, Chief Financial Officer (principal financial officer and principal accounting officer) |
David P. Keenan, Ph.D. |
|
59 |
|
Executive Vice President, Chief Operating Officer |
Steven B. Ketchum, Ph.D. |
|
61 |
|
Executive Vice President, President of R&D and Chief Scientific Officer |
Jonathan N. Provoost |
|
56 |
|
Executive Vice President, Chief Legal & Compliance Officer and Secretary |
Aaron D. Berg is also a member of our Board. Please refer to Proposals No. 1, 2, 3, 4, 5, 6, and 7 "Election of Directors" for Mr. Berg's biography.
Peter L. Fishman joined Amarin in January 2019 and has since held roles of increasing responsibility within the Company’s finance team. In December 2024, he was appointed Chief Financial Officer for the Company, and is responsible for leading Amarin’s global finance organization. Prior to that he served as the Company’s principal financial and accounting officer since October 2024, and as Vice President & Global Controller since October 2022. Prior to joining Amarin, from 2013 to 2019, Mr. Fishman served in roles of increasing responsibility, including leading all aspects of financial reporting with Toys R Us. Mr. Fishman holds a Bachelor of Arts degree in accounting from American University, a Masters of Business Administration degree from Rowan University and is a certified public accountant.
David P. Keenan, Ph.D., joined Amarin in May 2022 as Senior Vice President of Technical Operations, overseeing global manufacturing, supply chain, technical operations, and quality. Dr. Keenan was promoted to Executive Vice President in July 2023, adding responsibility for Amarin's European operations, and advanced to Executive Vice President, Chief Operating Officer in October 2025, assuming oversight of the company's commercial partnerships. Dr. Keenan previously served as Senior Vice President of Global Quality and Operations at Mallinckrodt and brings more than 30 years of leadership experience in the biopharmaceutical and medical device industries. Dr. Keenan's expertise spans operations and quality management, commercial operations, international M&A and integration, change management and the development of greenfield facilities. Dr. Keenan holds a Ph.D. in Organic Chemistry from Maynooth University and an MBA from Dublin City University and is a qualified Chartered Director. Dr. Keenan has also served as Chair of BioPharmachem Ireland and President of the Irish Affiliate of ISPE.
Steven B. Ketchum, Ph.D., joined Amarin in February 2012 as Senior Vice President and President of Research and Development. He was named Chief Scientific Officer in January 2016. Dr. Ketchum has more than 25 years of experience in late-stage product development and clinical regulatory strategy. From 2008 to 2012, Dr. Ketchum served as senior vice president of research and development for Viracta Therapeutics, Inc., formerly known as
Sunesis Pharmaceuticals, Inc. (which subsequently merged with, and was renamed, Viracta Therapeutics, Inc. in February 2021) where he provided strategic direction for all facets of research and development, including clinical strategy and operations, regulatory affairs, and pharmaceutical development and where he continued to serve on its board of directors until February 2021. From 2005 to 2008, Dr. Ketchum served as senior vice president of research and development and medical affairs for Reliant Pharmaceuticals where he led development and support activities for Lovaza and other commercialized cardiovascular products. Prior to 2005, Dr. Ketchum was senior vice president of operations and regulatory affairs at IntraBiotics Pharmaceuticals, Inc., and also held positions of increasing responsibility in regulatory affairs during his nearly eight-year tenure at ALZA Corporation, where he supported the development and commercialization of a number of products, including Concerta. Dr. Ketchum earned a Ph.D. in pharmacology from University College London and a B.S. in biological sciences from Stanford University.
Jonathan N. Provoost joined Amarin in November 2023 as Executive Vice President, Chief Legal & Compliance Officer and Secretary. Mr. Provoost’s broad experience in the legal profession includes serving as Chief Compliance Officer and General Counsel, management of intellectual property, general transactions, litigation, and various business activities. Before joining Amarin, beginning in October 2019, Mr. Provoost served as Vice President, General Counsel and Chief Compliance Officer at Tris Pharma, Inc. Prior to Tris, Mr. Provoost served as General Counsel for Business Development & Licensing at Mallinckrodt Pharmaceuticals. Earlier in his career, Mr. Provoost served in various legal roles for other pharmaceutical companies, including Ikaria, Inc., Kos Pharmaceuticals and Bristol-Myers Squibb. Mr. Provoost earned his J.D. from Pace University School of Law, his M.B.A. from Lehigh University, and a B.S. in Chemistry from SUNY Oswego, in addition to serving in the U.S. Marine Corps Reserve. Mr. Provoost is admitted to New York State Bar and New Jersey State Bar and is registered to practice before the U.S. Patent and Trademark Office (USPTO).
Since January 1, 2025, other than the compensation arrangements described below under the captions “Executive Compensation Discussion and Analysis” and “Director Compensation,” there have not been and there is not currently proposed to be any transactions between us and our directors and executive officers, nominees for director, holders of more than 5% of our outstanding Ordinary Shares, or members of their immediate families of any of the foregoing persons.
Our Board has adopted policies and procedures for the review and approval of related-party transactions and has delegated to our Compliance Officer the authority to review and approve the material terms of any proposed related-party transactions.
Our Board has also adopted a Related Persons Transaction Approval Policy. Pursuant to our Related Persons Transaction Approval Policy, any transaction or relationship between the Company, or any of its subsidiaries, and a related person should be promptly reported to the Compliance Officer. The Related Persons Transaction Approval Policy defines a "related person" as one of the Company's executive officers, directors, director nominees, beneficial owners of more than 5% of the Company's securities or an immediate family member of any of the foregoing. Our Related Persons Transaction Approval Policy is administered by our Compliance Officer. Our Compliance Officer may review any transaction or relationship with a related party with the Board or the Audit Committee as deemed appropriate.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Executive officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish us with copies of all reports filed under Section 16(a). To the Company’s knowledge, based solely on the review of copies of the reports filed with the SEC, all such reports required to be filed by our executive officers, directors and greater-than-10% shareholders during the fiscal year ended December 31, 2025 were timely filed, except for one late Form 3 for Dr. Keenan and one late Form 4 for Mr. Fishman, related to vesting of restricted stock units, each due to administrative error.
INSIDER TRADING POLICY
Amarin has insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by our officers, directors, and employees and certain affiliated persons, and has implemented processes for Amarin, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Amarin’s insider trading policy applicable to the Company's directors, executive officers and certain designated employees prohibits sale of any Amarin securities that are not owned by such persons at the time of the sale, so called short sales and prohibits pledging of Amarin’s securities as collateral for a loan (or modify an existing pledge) and hedging unless the pledge has been approved by the Audit Committee of the Board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Based on information available to us and filings with the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 of the Exchange Act) of our outstanding Ordinary Shares for (i) each of our directors, (ii) each of our “named executive officers,” as defined in Executive Compensation Discussion and Analysis below, (iii) all of our directors and executive officers as a group, and (iv) persons known to us to beneficially hold more than 5% of our outstanding Ordinary Shares. Unless otherwise noted, the following information is presented as of March 16, 2026.
Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to our Ordinary Shares. This information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, Ordinary Shares issuable under stock options, warrants, or other convertible securities that are vested or exercisable within 60 days of March 16, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options or warrant(s) or other convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each shareholder named in the following table possesses sole voting and investment power over their Ordinary Shares, except for those jointly owned with that person’s spouse. Unless otherwise indicated below, the address of each person listed on the table is c/o Amarin Pharma, Inc., 440 US Highway 22, Suite 300, Bridgewater, New Jersey 08807.
The percentage of shares beneficially owned is computed on the basis of 419,460,336 Ordinary Shares outstanding as of March 16, 2026.
|
|
Shares Beneficially Owned |
|
|||||
Name and Address of Beneficial Owner |
|
Number |
|
|
Percent of Class |
|
||
Greater than 5% Holders: |
|
|
|
|
|
|
||
Sarissa Capital Management LP(1) |
|
|
33,470,000 |
|
|
|
7.98 |
% |
Current directors and 2025 named executive officers: |
|
|
|
|
|
|
||
Aaron D. Berg(2) |
|
|
3,408,172 |
|
|
* |
|
|
Peter L. Fishman(3) |
|
|
422,700 |
|
|
* |
|
|
David P. Keenan, Ph.D.(4) |
|
|
1,596,760 |
|
|
|
|
|
Steven B. Ketchum, Ph.D.(5) |
|
|
2,690,077 |
|
|
* |
|
|
Jonathan N. Provoost(6) |
|
|
875,880 |
|
|
* |
|
|
Patrice Bonfiglio(7) |
|
|
596,620 |
|
|
* |
|
|
Paul Cohen, M.D.(7) |
|
|
596,620 |
|
|
* |
|
|
Keith L. Horn(7) |
|
|
596,620 |
|
|
* |
|
|
Odysseas Kostas, M.D.(8) |
|
|
610,020 |
|
|
* |
|
|
Louis Sterling III(9) |
|
|
660,880 |
|
|
* |
|
|
Diane E. Sullivan(7) |
|
|
596,620 |
|
|
* |
|
|
Oliver O'Connor(7) |
|
|
596,620 |
|
|
* |
|
|
Michael Torok(10) |
|
|
4,850,000 |
|
|
|
1.16 |
% |
All current directors and executive officers as a group (13 persons)(11) |
|
|
18,097,589 |
|
|
|
4.21 |
% |
* Represents beneficial ownership of less than 1%.
EXECUTIVE COMPENSATION
DISCUSSION AND ANALYSIS
The following compensation discussion and analysis describes the philosophy, objectives, and structure of our fiscal year 2025 executive compensation program for our 2025 named executive officers. This section is intended to be read in conjunction with the tables that immediately follow, which provide further historical compensation information for our named executive officers, who for the fiscal year ended December 31, 2025, were:
Aaron D. Berg |
|
President and Chief Executive Officer |
Peter L. Fishman |
|
Senior Vice President, Chief Financial Officer |
David P. Keenan, Ph.D. |
|
Executive Vice President, Chief Operating Officer |
Steven B. Ketchum, Ph.D. |
|
Executive Vice President, President of R&D and Chief Scientific Officer |
Jonathan N. Provoost |
|
Executive Vice President, Chief Legal and Compliance Officer and Secretary |
2025 Operating Highlights
In 2025, Amarin executed an exclusive license and supply agreement with Recordati S.p.A. ("Recordati") to commercialize VAZKEPA® in 59 countries, focused in Europe. The Recordati licensing agreement and subsequent organizational restructuring represented a material value-creating milestone for the Company by fundamentally restructuring its European operating model, improving capital efficiency and strengthening its financial profile, while preserving meaningful participation in future international growth. This transaction resulted in the Company being fully partnered in all markets outside of the United States.
Under the terms of the Recordati licensing agreement, Amarin received $25 million in upfront cash, is eligible to receive up to $150 million in contingent milestone payments tied to predefined annual sales thresholds, and will receive supply-based revenues, including royalties, on product sold by Recordati. Recordati is solely responsible for commercializing VAZKEPA in the licensed territory. The transaction enabled Amarin to transition European commercialization to a scaled regional partner with established infrastructure and market access capabilities, while significantly reducing operating complexity and costs.
In connection with the Recordati licensing agreement and related restructuring plan, Amarin expects to reduce operating costs by approximately $70 million annually, primarily driven by the streamlining of European commercial operations and transitioning to a partner-enabled international model. These actions accelerated progress toward improved operating leverage and enhanced the Company's path toward sustained cash flow penetration.
In the U.S., a significant portion of our revenue continues to be generated from our U.S. commercial activities. Amarin continued to sustain market leadership across all available IPE products, maintaining all of its major managed care exclusives throughout 2025.
Throughout the Rest of World, Amarin's partners realized increased year-over-year demand in all markets in which they have launched. In addition, regulatory approval was secured in South Korea and Singapore.
The above achievements, along with our efficient revenue generation and cost discipline which led to ending 2025 cash flow positive with no debt, were considered by our Remuneration Committee in evaluating executive performance and determining executive compensation for 2025.
Say-on-Pay, Shareholder Outreach Efforts, and Approach for 2025 Compensation
The Board and the Remuneration Committee place significant importance on maintaining an ongoing dialogue with shareholders regarding executive compensation and governance. Through investor engagement, consideration of advisory vote outcomes, and ongoing monitoring of shareholder perspectives, the Board and the Remuneration Committee, together with management, seek to understand how investors evaluate executive compensation, including expectations regarding pay-for-performance alignment, variability in pay outcomes, incentive design, and the clarity and transparency of compensation decisions.
At the Company’s 2025 Annual General Meeting, approximately 71% of the votes cast supported the advisory say-on-pay proposal. While a majority of shareholders supported the proposal, the Board and the Remuneration Committee viewed the level of support as warranting continued focus on how executive compensation decisions are structured, timed, and assessed—particularly in light of the Company’s evolving strategic and operating context.
In connection with this focus, and following the 2025 say-on-pay vote, the Board and Remuneration Committee undertook additional shareholder engagement to better understand investor perspectives. This outreach was targeted and multi-phased. In addition to ongoing dialogue with significant shareholders represented on the Board, including the Board Chairman and a Director who are themselves meaningful shareholders, we directly contacted eleven institutional investors spanning both larger and mid-sized holders to solicit perspectives across our ownership base.
Members of management and the Chair of the Remuneration Committee participated in substantive discussions with institutional investors regarding our executive compensation framework, governance practices, and related disclosure. While not all shareholders elected to engage, these discussions provided valuable insight into investor priorities, and we continue to pursue additional dialogue. The Chair of the Remuneration Committee participated personally in each engagement discussion, reinforcing the Board's active oversight of executive compensation and its commitment to hearing shareholder perspectives firsthand.
Across our engagement efforts, shareholders emphasized the importance of strong pay-for-performance alignment, maintaining a substantial portion of compensation in at-risk and equity-based forms, and reinforcing executive equity ownership to support long-term shareholder value creation. Investors also highlighted the importance of clearly defined, measurable performance metrics, balanced incentive structures that discourage excessive risk-taking, and transparent disclosure that clearly explains compensation decisions and outcomes.
Against this broader context of shareholder feedback and strategic change, the Board and the Remuneration Committee evaluated compensation outcomes in light of the Company's execution priorities, including the European licensing agreement with Recordati, continued focus on preserving U.S. exclusivity and heightened emphasis on liquidity, cost discipline and execution certainty. The table below summarizes priorities considered by the Board and the Remuneration Committee and their corresponding compensation decisions:
Key Priorities |
How We Addressed Them |
Chief Executive Officer pay mix and market alignment |
• Maintained the Chief Executive Officer's target cash compensation at conservative levels and delivered the majority of his overall compensation through equity • Targeted 2025 equity awards at approximately the 50th percentile of our peer group |
Balancing performance and retention objectives in a transformational year |
• Granted the regular annual equity awards to all named executive officers with an 18-month vesting period, consisting of 75% stock options and 25% restricted stock units, with value realization dependent on sustained share price appreciation, except as otherwise described below with respect to the Chief Executive Officer • Implemented a broad-based cash retention award program for all eligible employees including the named executive officers, except for the Chief Executive Officer, with payouts in 2025 and 2026 |
Timing and structure of Chief Executive Officer incentive awards in connection with transformational strategic activity |
• Delayed the Chief Executive Officer's annual equity grant until after completion of the Recordati licensing agreement o Delivered a portion of the awards in performance-based RSUs and cash based on the successful transaction close o Included stock options and time-based RSUs as part of his regular equity award mix, consistent with the other named executive officers • Provided a one-time cash payment in recognition of the successful transaction |
Meaningful performance assessment in a year with materially different operating conditions
Chief Executive Officer annual incentive target and framework |
• Designed the annual incentive program with two distinct performance periods and scorecards to reflect priorities before and after the Recordati licensing agreement • Established a 2025 annual incentive target for the Chief Executive Officer equal to 75% of base salary, with incentive outcomes determined 100% on corporate performance |
The Board and the Remuneration Committee believe these decisions reflect a disciplined approach to executive compensation in a transformational year and are informed by ongoing engagement with shareholders and an understanding of how investors evaluate pay outcomes. The Board and Remuneration Committee remain committed to continued dialogue with shareholders and to maintaining executive compensation programs aligned with the Company's strategy and long-term shareholder value creation.
2025 Compensation Highlights
Our executive compensation program has three primary elements: base salary, annual cash incentives and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our named executive officers to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Remuneration Committee made the following executive compensation decisions for fiscal year 2025:
Base Salaries |
• Approved merit-based salary increases to the named executive officers ranging from 3.0% to 4.5%, effective February 1, 2025.
|
Annual Incentives |
• Structured the 2025 annual incentive program to reflect a year of significant strategic execution, including the completion of the European licensing agreement with Recordati. The Board and the Remuneration Committee assessed corporate performance across two distinct periods -- first half strategic positioning and second half post-transaction execution and transition management -- to ensure incentive outcomes remained aligned with the Company's evolving operating model and shareholder priorities. • Based on individual performance and the achievement of the Company's 2025 corporate goals, as assessed across both performance periods, the Remuneration Committee approved annual incentive payouts to the named executive officers ranging from 105.81% to 107.75% of target. • The Chief Executive Officer's 2025 annual incentive award was determined on the same corporate performance basis applied to other executive officers, with a target annual incentive opportunity equal to 75% of base salary, reinforcing alignment with Company performance and shareholder value creation.
|
Long-Term Incentives |
• Given the transformational nature of the year and the range of potential strategic outcomes, the Remuneration Committee concluded that a temporary modification to the grant vesting schedule was warranted, and reduced the vesting period from three years to 18 months to better align executive focus and decision-making with a critical period of strategic execution and shareholder value considerations. The Remuneration Committee also determined that the vesting schedule will revert to its three-year vesting framework for long-term incentive awards beginning in 2026. • Equity awards were granted in connection with the execution of the Recordati licensing agreement, which was significant to the Company's long-term strategy: o Executives other than the Chief Executive Officer received equity awards in January 2025, delivered as 75% stock options and 25% restricted stock units, vesting over 18 months (50% after 12 months and 50% after 18 months) o The Chief Executive Officer did not receive equity at the time of the January 2025 grants and instead received long-term incentive awards following the completion of the Recordati licensing agreement in late June 2025, including restricted stock units that vested based upon completion of the licensing agreement and time-based restricted stock units and stock options vesting over 18 months.
|
Broad-Based Cash Retention Program and Prior-Approved Cash Payment in 2025 (Excluding Chief Executive Officer)
In addition to the above decisions and actions, and in light of the Company's strategic transition and related corporate activity in 2025, the Board and the Remuneration Committee approved two broad-based cash retention award programs applicable to eligible employees, including certain named executive officers, to support leadership continuity and execution stability. The Chief Executive Officer did not participate in these programs.
The first program was approved in January 2025, with payment in July 2025. The second was approved in June 2025, with payment scheduled for July 2026. Under each program, eligible participants may receive a cash award
equal to 15-40% of annual base salary, payable subject to continued employment through the applicable payment date. Awards to the eligible named executive officers were as follows:
Name |
|
2025 Award (Paid July 2025) |
|
|
2026 Award (Payable July 2026) |
|
||
Peter L. Fishman |
|
$ |
140,000 |
|
|
$ |
160,000 |
|
David P. Keenan, Ph D.(1) |
|
$ |
220,709 |
|
|
$ |
229,537 |
|
Steven B. Ketchum, Ph.D. |
|
$ |
267,636 |
|
|
$ |
275,665 |
|
Jonathan N. Provoost |
|
$ |
186,000 |
|
|
$ |
194,370 |
|
Separate from this program, Mr. Fishman, Dr. Keenan and Dr. Ketchum also received cash payments of $33,750, $137,066 and $161,460, respectively, in February 2025, representing the second tranche of an employee retention program approved in July 2023, with the first tranche paid in 2024. The payment was made pursuant to the program's original terms and did not reflect a new compensation decision in 2025.
Accordingly, Mr. Fishman, Dr. Keenan and Dr. Ketchum received aggregate retention cash payments of $173,750, $357,775 and $429,096, respectively, in 2025 that are reflected in the "Bonus" column of the Summary Compensation Table included in this Proxy Statement, as required under SEC reporting rules.
Chief Executive Officer - Recordati Award and Prior-Approved Cash Payment in 2025
As described above, for 2025, the Board and the Remuneration Committee established a defined annual incentive opportunity for the Chief Executive Officer with a target equal to 75% of base salary, with incentive outcomes determined 100% based on corporate performance.
Separate from compensation earned under the 2025 annual incentive program, and following the closing of the Company's licensing agreement with Recordati in late June 2025, the Board and the Remuneration Committee approved a one-time cash award of $190,000 to Mr. Berg in recognition of his leadership and execution in completing the agreement.
Mr. Berg also received a cash payment of $142,326 in February 2025 pursuant to the employee retention program approved in July 2023, prior to his appointment as Chief Executive Officer in 2024 and before adoption of the Company's current annual incentive framework, representing the second tranche under that pre-existing program with the first tranche paid in 2024. The payment was made pursuant to the program's original terms and did not reflect a new compensation decision in 2025.
Accordingly, Mr. Berg received aggregate cash payments of $332,326 in 2025 that are reflected in the "Bonus" column of the Summary Compensation Table included in this Proxy Statement, as required under SEC reporting rules.
Best Compensation Practices & Policies
We believe the following practices and policies within our compensation program promote strong compensation governance and are in the best interests of our shareholders and executives:
What We Do |
|
What We Don't Do |
We emphasize variable pay over fixed pay, with a significant portion of total executive compensation tied to our financial results and stock performance. |
|
We do not provide significant perquisites to executive officers. |
Our Remuneration Committee is comprised solely of independent directors. |
|
We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits to our executive officers. |
The Remuneration Committee engaged an independent compensation consultant to assist with its review for the fiscal year ended December 31, 2025. |
|
We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. |
Under our Clawback Policy, incentive compensation for our executive officers is subject to clawback if we are required to restate our financial statements due to material noncompliance with a financial reporting requirement or to correct an error that is not material to previously issued financial statements but would result in a material misstatement if the error were corrected or left uncorrected. |
|
We prohibit our executive officers and directors from hedging or pledging their Ordinary Shares. |
We have guidelines for executive officers to maintain meaningful levels of share ownership. |
|
We do not provide guaranteed performance bonuses to our named executive officers at any minimum levels of payment under our annual cash incentive plan. |
The Company has entered into employment and equity award agreements with our named executive officers that provide certain financial benefits if there is both a change in control and a qualifying termination of employment (a “double trigger”). A change in control alone will not trigger severance pay or accelerated vesting of equity awards. |
|
We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executive officers that are not generally available to our other full-time, salaried employees. |
We use compensation peer groups comprised of companies based on industry sector, revenue and market capitalization as a reference for compensation decisions, and we review these peer groups annually. |
|
We do not currently offer, nor do we have plans to provide, any health and welfare benefit programs to our executive officers that are not generally available to our other full-time, salaried employees. |
Our executive compensation program is designed, in part, to manage business and operational risk and to discourage excessive or inappropriate risk taking at the expense of long-term results. |
|
|
We engage with our shareholders to discuss and understand their perceptions or concerns regarding our executive compensation program and other matters. |
|
|
Compensation Philosophy and Objectives
Amarin’s philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly skilled team of executives and (2) to align our executives’ interests with those of our shareholders by rewarding short-term and long-term performance and tying compensation to increases in shareholder value. The Remuneration Committee believes that executive compensation should be directly linked both to continuous improvements in corporate performance (“pay for performance”) and accomplishments that are expected to increase shareholder value. In furtherance of this goal, the Remuneration Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation:
In addition to the Remuneration Committee's pay for performance and shareholder-value focused compensation philosophy, as part of its comprehensive review of our compensation practices for 2025 compensation, the Remuneration Committee identified guiding principles to support the compensation philosophy, including:
As part of establishing competitive compensation and evaluating performance, the Remuneration Committee takes into account the Company’s annual operating plans and the Company’s performance with respect to such plans.
Key Elements of Compensation
Our executive compensation philosophy is supported by the following key elements of total direct compensation:
Compensation Element |
How It's Paid |
Purpose |
Base Salary |
Cash (Fixed) |
Provides stable compensation to executive officers allowing us to attract and retain critical executive talent. |
Annual Incentives |
Cash (Variable) |
Rewards executives for delivering on pre-defined annual performance objectives that contribute to the creation of shareholder value. |
Long-Term Equity Compensation |
Equity (Variable) |
Provides incentives for executives to execute on longer-term strategic goals that drive the creation of shareholder value, and supports the Company’s retention of executive officers. |
In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus target annual incentive opportunity) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of long-term incentive awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.
Roles in Determining Compensation
Remuneration Committee
The Remuneration Committee, together with the Board, determines the framework for the compensation of Amarin’s executive officers. The Remuneration Committee also determines the corporate and individual performance goals under our management incentive plan and the level of achievement of these goals, and determines the policy for and scope of service agreements for the executive officers and contractual severance payments. While the Remuneration Committee draws on a number of resources, including input from the Chief Executive Officer and independent compensation consultants, to make decisions regarding our executive compensation program, ultimate decision-making authority rests with the Remuneration Committee, subject in key cases to ratification by the independent members of the Board. The Remuneration Committee relies upon the judgment of its members in making compensation decisions, after reviewing the performance of the Company and evaluating an executive’s performance during the year against established goals, operational performance, and business responsibilities. In addition, the Remuneration Committee incorporates judgment in the assessment process to respond to and adjust for the evolving business environment.
Independent Compensation Consultant
The Remuneration Committee has the sole authority to engage and retain an independent compensation consultant to provide independent counsel and advice in connection with its oversight of executive and director compensation matters. The Remuneration Committee annually evaluates the effectiveness of its independent compensation consultant and, from time to time, conducts a request for proposal process to ensure the independent compensation consultant continues to meet its needs. For 2025, the Remuneration Committee retained Pearl Meyer as its independent compensation consultant, providing support across a broad range of compensation-related matters, including, among other things, conducting peer group analyses and competitive market assessments to inform target compensation levels; advising on compensation philosophy and equity incentive strategy; evaluating non-employee director compensation; and providing advice and analytical support in connection with other executive and director compensation matters, as requested by the Remuneration Committee.
The Remuneration Committee has assessed the independence of Pearl Meyer pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Remuneration Committee.
Chief Executive Officer
Our Chief Executive Officer has historically attended Remuneration Committee meetings and worked with the Remuneration Committee Chair and its compensation consultants to develop compensation recommendations for executive officers (excluding the Chief Executive Officer) and other key executives, based upon individual experience and breadth of knowledge, internal considerations, individual performance during the fiscal year, and other factors deemed relevant by the Remuneration Committee. The recommendations are then submitted to the Remuneration Committee for review and consideration. The Remuneration Committee works directly with its compensation consultants to determine compensation actions for the Chief Executive Officer. In accordance with Nasdaq listing rules, our Chief Executive Officer is not present during voting or deliberations concerning his own compensation.
Competitive Market Benchmarking
The Remuneration Committee draws on a number of resources to assist in the evaluation of the various components of the Company’s executive compensation program. While the Remuneration Committee did not establish compensation levels based solely on benchmarking, pay practices at other companies are a factor that the Remuneration Committee considered in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace.
In late 2024, the Remuneration Committee, with the assistance of its compensation consultant, Pearl Meyer, conducted a review of the peer group to ensure the selection criteria continued to reflect appropriate benchmarks for setting compensation levels for 2025. The review focused on publicly traded biopharmaceutical companies with revenues between $75 million and $675 million, market capitalization between $100 million and $900 million, and annual operating expenses ranging from $60 million to $550 million—approximately 0.33x to 3x the company’s projections. The analysis also considered companies with an international workforce and revenue, with a preference for those in the commercial stage of development. In addition to these financial and structural criteria, the Remuneration Committee and Pearl Meyer evaluated companies based on key financial metrics, including gross margin, price-to-sales ratio, and compensation expense as a percentage of market capitalization, as well as overall business alignment. This review resulted in the following peer group of 16 publicly-traded companies for use in evaluating compensation actions in the 2025 fiscal year:
Coherus BioSciences, Inc.* |
|
Innoviva, Inc.* |
|
Rigel Pharmaceuticals Inc.* |
Collegium Pharmaceutical, Inc.* |
|
Ironwood Pharmaceuticals, Inc.* |
|
Travere Therapeutics, Inc.* |
Esperion Therapeutics, Inc. |
|
Karyopharm Therapeutics, Inc.* |
|
Vanda Pharmaceuticals Inc.* |
Evolus, Inc. |
|
MacroGenics, Inc.* |
|
Xeris Biopharma Holdings Inc.* |
Harrow, Inc.* |
|
Puma Biotechnology, Inc.* |
|
|
Heron Therapeutics, Inc. |
|
Revance Therapeutics Inc.(1) |
|
|
* Included in 2024 peer group.
(1) Revance Therapeutics Inc. was acquired by Crown Laboratories, Inc. on February 6, 2025. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition.
Implementation of Objectives
In fiscal year 2025, our executive compensation program consisted of the following forms of compensation, each of which is described below in greater detail:
In general, the Remuneration Committee aimed to set executives’ total cash compensation (base salary plus annual incentive opportunity) at levels near the 50th percentile for executives with similar roles in the Company’s peer group. Long-term incentive awards include stock options and restricted stock units and the value of such awards is generally targeted at the 50th percentile of our peer group. The Remuneration Committee believes that the 50th percentile for total compensation is the minimum total compensation level that will allow us to attract and retain highly skilled executives.
Base Salary
In 2025, Amarin's executive base salaries were generally at the market 50th percentile of executives with similar roles at the Company’s 2025 peer group. The Remuneration Committee aims to provide appropriate fixed compensation to attract and retain talent in a highly competitive industry while maintaining financial discipline. In setting base salaries, the Remuneration Committee considers shareholder interests, industry dynamics, and the need to balance cash and equity usage. In determining base salary levels for each executive officer for 2025, the Remuneration Committee also considered the following factors:
Salaries for executive officers are determined on an individual basis at the time of hire (or promotion) and are set to be competitive with peer companies in our industry. Adjustments to base salary are considered annually in light of each executive officer’s individual performance, the Company’s performance, and compensation levels at peer companies in our industry, as well as changes in job responsibilities or promotion. The Chief Executive Officer assisted the Remuneration Committee in its annual review of the base salaries of other executive officers based on the foregoing criteria.
Changes in Base Salaries for 2025
In January 2025, the Remuneration Committee approved merit-based salary increases ranging from 3.0% to 4.5%, effective February 1, 2025 for the named executive officers resulting in the 2025 base salary amounts as set forth below. In determining these increases, in addition to the considerations listed above, the Remuneration Committee took into consideration the median projected salary increases in the biopharmaceutical industry and how each named executive officer's salary compared to the market 50th percentile of the 2025 peer group.
Individual |
|
2024 Base Salary |
|
|
2025 Base Salary |
|
||
Aaron D. Berg |
|
$ |
700,000 |
|
|
$ |
728,000 |
|
Peter L. Fishman(1) |
|
$ |
400,000 |
|
|
$ |
400,000 |
|
David Keenan, Ph.D.(2) |
|
|
— |
|
|
$ |
572,004 |
|
Steven B. Ketchum, Ph.D. |
|
$ |
669,090 |
|
|
$ |
689,163 |
|
Jonathan N. Provoost |
|
$ |
465,000 |
|
|
$ |
485,925 |
|
Annual Incentive Awards
The Company provides executive officers with the opportunity to earn annual performance-based cash awards, designed to reward overall corporate performance and, for executives other than the Chief Executive Officer, individual performance in a given year. These awards are intended to reinforce the Company's pay-for-performance philosophy and align executive compensation outcomes with the interests of shareholders.
The Board has adopted the Management Incentive Compensation Plan, under which the Remuneration Committee each year determines and approves corporate and individual performance goals and achievement of these goals for purposes of determining annual performance-based cash awards. The Management Incentive Compensation Plan is intended to provide structure, transparency and predictability in the determination of annual cash incentives. Specifically, the Management Incentive Compensation Plan is intended to:
The Management Incentive Compensation Plan establishes annual target award opportunities for our executive officers, with targets set by the Remuneration Committee. Actual awards are determined using a formulaic approach based on the achievement of pre-determined performance goals. To be eligible for a payout, the Company must achieve a minimum level of performance. For 2025, annual incentive awards for the named executive officers, other than the Chief Executive Officer, were based 75% on corporate performance and 25% on individual performance. The Chief Executive Officer's annual incentive was based entirely on corporate performance.
Under the Management Incentive Compensation Plan, the Remuneration Committee, taking into consideration recommendations from the Chief Executive Officer for his direct reports, reserves the right to make subjective assessments of executive performance, separately reward performance beyond established individual or corporate goals and targets, award a smaller or larger award than provided for in the Management Incentive Compensation Plan, or award no payout at all.
2025 Corporate Goals
The 2025 corporate goals reflected a deliberate evolution from the Company’s 2024 incentive framework. While the 2024 framework emphasized stabilization and foundational execution, the 2025 structure (the “2025 Corporate Scorecard”) was designed to support a more execution-intensive, enterprise-wide operating agenda. In particular, the 2025 Corporate Scorecard placed increased emphasis on disciplined cost and cash management, protection of the Company’s commercial position, and the ability to execute complex strategic initiatives. This evolution ensured that annual incentive outcomes remained aligned with the Company’s streamlined operating model and long-term shareholder value priorities.
During 2025, the Company executed a transformational European licensing transaction with Recordati and related restructuring, fundamentally reshaping its European commercial model and operating footprint. Given the scale, timing, and execution risk associated with this transaction, management recommended, and the Remuneration Committee and Board approved, a mid-year realignment of the 2025 Corporate Scorecard. As a result, corporate performance for 2025 was assessed across two distinct performance periods, each with its own achievement determination:
This approach ensured that performance measurement remained aligned with the Company’s evolving operating realities while preserving the integrity, rigor, and incentive value of the annual incentive framework.
Each corporate goal for 2025 was established by the Board at a level intended to be ambitious yet attainable under conditions the Company would define as successful. Certain metrics tied to the 2025 Corporate Scorecard include commercially sensitive information, including revenue expectations, operating expense assumptions, cash management objectives, transaction execution milestones, and regulatory timelines. The Company does not disclose specific target levels for these metrics because such disclosure could result in competitive harm.
Achievement determinations for each performance period were made by the Board and the Remuneration Committee based on a comprehensive review of quantitative results and qualitative execution, including the quality, discipline, and effectiveness of management’s execution against the approved objectives. As part of this review, and following discussion with the Remuneration Committee, certain scoring calibrations were made to ensure that second-half results appropriately reflected the Company’s historical measurement practices and the Committee’s judgment regarding relative performance across categories.
First-Half 2025 Corporate Scorecard |
||||
Corporate Goal Category |
Weight |
Key Objectives & Achievement Highlights |
Achievement |
Weighted Contribution |
Financial Performance |
45% |
Achieved certain financial targets around U.S. and EU revenue, operating expenses and cash in line with the 2025 operating plan. |
123.3% |
55.5% |
Business Development |
25% |
Advanced strategic business development initiatives resulting in the European exclusive licensing agreement. |
100.0% |
25.0% |
Commercial |
15% |
Maintained U.S. market access and exclusivity, as well as IPE market leadership. |
100.0% |
15.0% |
People & Culture |
8% |
Maintained low voluntary turnover; advanced enterprise risk management and cybersecurity initiatives; continued employee engagement and leadership development. |
100.0% |
8.0% |
Science |
7% |
Exceeded targets for medical data generation, publications, CME activity, and regulatory progress, including accelerated CVRR filings in Rest of World markets. |
135.7% |
9.5% |
|
100% |
Total First-Half Achievement |
113.0% |
|
Second-Half 2025 Corporate Scorecard |
||||
Corporate Goal Category |
Weight |
Key Objectives & Achievement Highlights |
Achievement |
Weighted Contribution |
Financial Performance |
55% |
Achieved certain financial targets around revenue, expenses and cash in line with 2025 operating plan. |
101.8% |
56.0% |
Business Development |
20% |
Successfully executed the transition of commercial operations to Recordati, achieving all contractual and operational milestones on schedule. |
75.0% |
15.0% |
People & Culture |
15% |
Effectively managed workplace transitions and restructuring activities, including transferring personnel to Recordati. |
120.0% |
18.0% |
Commercial |
5% |
Maintained U.S. market access and exclusivity, including regaining exclusive status with a large PBM. |
150.0% |
7.5% |
Science |
5% |
Continued advancement of IP and regulatory filings to support our partners and the global VASCEPA franchise |
120.0% |
6.0% |
|
100% |
Total Second-Half Achievement |
102.5% |
|
Corporate Performance Determination and Full-Year Outcome
For the first half of 2025, the Board and the Remuneration Committee determined that corporate performance was achieved at 113% of target, reflecting strong financial execution, strategic positioning for the Recordati transaction, and meaningful progress across commercial, scientific, and organizational priorities.
For the second half of 2025, the Board determined that corporate performance was achieved at 102.5% of target, reflecting solid post-transaction execution, disciplined operating performance, and appropriate calibration for incremental costs and forward-looking initiatives.
Based on performance across both periods, the Board and the Remuneration Committee approved an overall corporate performance factor of 107.75% for annual incentive purposes for 2025.
Individual Performance-Based Cash Bonus Annual Incentive Awards
Named Executive Officers (Other than the Chief Executive Officer). For named executive officers other than the Chief Executive Officer, annual incentive payouts for 2025 were determined using the formulaic framework under the Management Incentive Compensation Plan, incorporating both corporate performance and individual performance. Individual performance for these executives was assessed at 100%, reflecting achievement of role-specific objectives aligned with the Company’s operating plan and strategic priorities during a year of significant change. Annual incentive outcomes reflect application of the 107.75% corporate performance factor, together with approved target award opportunities.
Chief Executive Officer. The Chief Executive Officer’s annual incentive opportunity has historically been aligned primarily with corporate performance, with the Board and the Remuneration Committee retaining discretion to consider individual performance and other qualitative factors.
In evaluating the Chief Executive Officer’s 2025 annual incentive outcome, the Remuneration Committee considered the scope and complexity of the Company’s enterprise-wide execution priorities, including leadership through the Recordati transaction and transition to a revised operating model. Following completion of the annual performance assessment, the Remuneration Committee recommended, and the Board approved, that the Chief Executive Officer’s 2025 annual incentive award be determined fully on the same corporate performance basis applied to other executive officers.
In connection with this determination, the Board approved a 2025 target annual incentive opportunity for the Chief Executive Officer equal to 75% of base salary, concluding that this target appropriately aligned incentives with Company performance and shareholder value creation.
Based on the achievement of the Company’s 2025 pre-defined corporate goals and individual performance, the Remuneration Committee approved the annual award amounts set forth in the table below for the named executive officers for the full fiscal year:
Name |
|
Bonus Target as % of Base Salary |
|
% Based on Company 2025 Corporate Goals |
|
% Based on 2025 Individual Goals |
|
% of Company 2025 Corporate Goals Achieved |
|
% of Individual 2025 Goals Achieved |
|
% of Target Payable |
|
Annual Cash Bonus Amount |
|
|
|
Aaron D. Berg |
|
75% |
|
100% |
|
N/A |
|
107.75% |
|
N/A |
|
107.75% |
|
$ |
588,300 |
|
|
Peter L. Fishman |
|
40% |
|
75% |
|
25% |
|
107.75% |
|
100.00% |
|
105.81% |
|
$ |
169,300 |
|
|
David P. Keenan, Ph D.(1) |
|
50% |
|
75% |
|
25% |
|
107.75% |
|
100.00% |
|
105.81% |
|
$ |
301,341 |
|
|
Steven B. Ketchum, Ph.D. |
|
50% |
|
75% |
|
25% |
|
107.75% |
|
100.00% |
|
105.81% |
|
$ |
364,610 |
|
|
Jonathan N. Provoost |
|
50% |
|
75% |
|
25% |
|
107.75% |
|
100.00% |
|
105.81% |
|
$ |
257,085 |
|
|
Equity Compensation
Overview
Stock Options and Restricted Stock Units. As an important component of our compensation program, executive officers are eligible to receive equity compensation, which has historically been in the form of stock options, restricted stock units and performance-based restricted stock units. The Remuneration Committee grants stock options and restricted stock units (both time-based and, historically, performance-based) to executive officers to aid in their retention, to motivate them to assist with the achievement of both short-term and long-term corporate objectives and to align their interests with those of our shareholders by creating a return tied to the performance of our share price. In determining the form, date of issuance and value of a grant, the Remuneration Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and the Company’s overall performance relative to corporate objectives.
We believe that equity awards, through stock options and restricted stock units, align the objectives of management with those of our shareholders with respect to long-term performance and success. We believe that such equity awards encourage executive officers to remain with the Company and also focus on our long-term performance as well as the achievement of specific performance goals.
Equity Award Grant Policy. We have an equity award grant policy that formalizes our process for granting equity-based awards to officers and employees. Under our equity award grant policy, all grants to executive officers must be approved by our Board or Remuneration Committee and all grants to other employees must be granted within guidelines approved by our Board or Remuneration Committee. All stock options have an exercise price equal to the higher of (i) the nominal par value of 50 pence per Ordinary Share as required under U.K. law or (ii) the closing price of the Company's ADSs on the applicable grant date. Under our equity award grant policy, equity awards will generally be granted as follows:
Annual Equity Grants Awarded in Fiscal Year 2025
The equity awards granted during the year reflected the Remuneration Committee's approach to long-term incentive design in a year shaped by the execution of the Recordati licensing agreement, which was significant to the Company's long-term strategy, and the need to maintain continuity and alignment among the executive leadership team.
For executive officers other than the Chief Executive Officer, equity awards were granted in January and consisted of a mix of 75% stock options and 25% restricted stock units. These awards vest over an 18-month period, with 50% vesting after 12 months and the remaining 50% vesting after 18 months.
The Chief Executive Officer did not receive an equity award at the time of the January grants and instead received equity and cash awards following completion of the Recordati transaction. These awards consisted of a combination of restricted stock units subject to vesting based on the completion of the Recordati transaction, which vested immediately upon closing, and time-based restricted stock units and stock options vesting over an 18-month period, with 50% vesting after 12 months and the remaining 50% vesting after 18 months.
Given the transformational nature of the year and the range of potential strategic outcomes, the Remuneration Committee concluded that a temporary modification to the grant vesting schedule was warranted. The Remuneration Committee reduced the vesting period from three years to 18 months to better align executive focus and
decision-making with a critical period of strategic execution and shareholder value considerations. The Remuneration Committee reverted to its three-year vesting framework for long-term incentive awards beginning in 2026.
The grant date fair values of the equity awards granted to executive officers for the 2025 fiscal year are reflected in the Summary Compensation Table below and the number of shares subject to equity awards granted in 2025 is reflected in the Grants of Plan-Based Awards table below.
With respect to the Black-Scholes option-pricing model required under Financial Accounting Standard Board's Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") and discussed further below, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on the performance of our Ordinary Shares, which can vary significantly from these historical variable assumption-based valuation estimates. Because the actual value is based on share performance, the Remuneration Committee believes that the equity awards create added and important alignment of management with our other shareholders regarding our long-term growth.
Other Compensation Policies and Practices
Share Ownership Guidelines
The Board believes it is important to align the interests of our executive officers with those of its shareholders. Accordingly, the Board established Stock Ownership Guidelines for its executive officers. The guidelines require that each executive officer maintain an equity interest in the Company with a value at least equal to a multiple of the executive officer’s base salary, as follows:
|
|
|
Position |
|
Target |
Chief Executive Officer |
|
3x annual base salary |
Other Executive Officers |
|
1x annual base salary |
Equity interests that count toward the satisfaction of the ownership guidelines include the value of Ordinary Shares owned (including shares purchased on the open market or acquired upon the exercise of stock options or the settlement of restricted stock units). The calculation of an individual’s equity interest, however, does not include the value of unexercised stock options (whether or not vested), unvested restricted stock, or unvested restricted stock units. Executive officers have five years from commencement of their appointment as an executive officer to attain these ownership levels. If an executive officer does not meet the applicable guideline by the end of the five-year period, the officer is required to hold a minimum of 50% to 100% of the Ordinary Shares issued upon the exercise or settlement of any future equity awards until the applicable guideline is met, net of shares sold or withheld to exercise stock options and pay withholding taxes. The Remuneration Committee, however, may make exceptions for any officer on whom this requirement could impose a financial hardship.
Clawback Policy
In October 2023, we adopted a compensation recovery policy (the "Clawback Policy"), in compliance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), final SEC rules and applicable Nasdaq listing standards, which covers our current and former executive officers, including all of our named executive officers. Under the Clawback Policy, if we are required to prepare a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under federal securities laws, the Company will recover any incentive-based compensation received by any current or former executive officer after the effective date of the policy and during the three-year period preceding the date on which the Company is required to prepare the restatement that is in excess of what would have been paid or earned by such executive officer had the financial results been properly reported.
Insider Trading Policy
Amarin has
Anti-Hedging and Anti-Pledging Policy
To align executive and insider interests with long-term shareholder value, the Company prohibits engaging in hedging transactions, including the purchase or sale of derivative securities linked to Company stock, without prior approval from the Audit Committee. Similarly, pledging Company securities as collateral for loans without Audit Committee approval is prohibited. Any requests for exceptions must be submitted in writing at least two weeks in advance and will be evaluated on a case-by-case basis in accordance with the Company’s insider trading policy.
Equity Award Grant Practices
The Remuneration Committee
All such awards are granted under a shareholder-approved plan, and any stock options (or similar awards) are granted at an exercise price at or above the closing price of the Company’s ADSs on the date of grant.
During the last completed fiscal year, we did not award any stock options (or similar awards) to any named executive officer in the period beginning four business days before the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K, that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.
Employee Benefit Programs
Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, group life, disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to the terms of such plans and applicable law. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Health, welfare, and vacation benefits ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.
Our retirement savings plan (“401(k) Plan”) is a tax-qualified retirement savings plan, pursuant to which all U.S. employees, including the named executive officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service, which contributed amounts are eligible for a discretionary percentage match, in cash, as defined in the 401(k) Plan and determined by the Board.
In the future, we may provide additional perquisites or other personal benefits in limited circumstances, such as in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Remuneration Committee.
Employment Agreements
We have entered into a written employment agreement with each of our named executive officers other than Mr. Fishman. Each of these agreements was approved on our behalf by the Remuneration Committee or, in certain instances, by our Board.
In filling each of our executive positions, our Board or the Remuneration Committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our Board or the Remuneration Committee were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.
Each employment agreement provides for “at-will” employment until termination thereof by the Company or the executive officer for any reason, and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash bonus opportunity, and an equity award recommendation. None of our employment agreements has a stated duration or term. In addition, each employment agreement with each of our named executive officers provides them with the opportunity to receive certain post-employment payments and benefits in the event of certain terminations of employment, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below. Finally, these employment agreements prohibit the executive officer from engaging directly or indirectly in competition with us, recruiting or soliciting any of our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices.
Under our Executive Severance Plan, as described under “—Change of Control and Severance Arrangements” and “—Potential Payments Upon Termination or Change in Control” below, if a named executive officer’s employment agreement or offer letter includes severance terms, then the arrangement with the more favorable terms will control.
Tax and Accounting Considerations
Deductibility of Executive Compensation
In making compensation decisions affecting our executive officers, the Remuneration Committee considers our ability to deduct under applicable federal corporate income tax law compensation payments made to executives. Specifically, the Remuneration Committee considers the requirements and impact of Section 162(m) of the Code. Under Section 162(m) of the Internal Revenue Code compensation paid to each of the company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible for tax purposes unless the compensation qualifies for certain grandfathered exceptions for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date.
Although the Remuneration Committee considers tax deduction implications as one factor in determining executive compensation, the Remuneration Committee also looks at other factors in making its decisions and believes that shareholder interests are best served if the Committee retains maximum flexibility to design executive compensation programs that meet stated business objectives.
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and members of our Board who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We do not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Section 4999 of the Internal Revenue Code, and have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.
Deferred Compensation
If an executive officer is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code (“Section 409A”), and such benefits do not comply with the requirements of Section 409A, such failure to comply could result in accelerated income inclusion for the executive officer of deferred
compensation, as well as a 20% additional tax and additional interest penalties. We intend for all of our executive compensation to either comply with or be exempt from Section 409A.
Accounting for Stock-Based Compensation
We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including options to purchase Ordinary Shares and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. While we consider the expense resulting from the application of FASB ASC Topic 718 when granting our stock-based compensation awards to ensure that it is reasonable, the amount of this expense is not the most important factor that the compensation committee considers when making equity-award decisions.
Risks Related to Compensation Policies and Practices
As part of the Board’s risk oversight role, our Remuneration Committee reviews and evaluates the risks associated with our compensation programs. Our Remuneration Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Amarin. In making this determination, our Remuneration Committee considered the following:
REMUNERATION COMMITTEE REPORT
The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The Remuneration Committee of the Board of Directors has reviewed and discussed the Executive Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussion, we have recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement for the fiscal year ended December 31, 2025.
Submitted by the Remuneration Committee of the Board of Directors
Diane E. Sullivan (Chairwoman)
Patrice Bonfiglio
Keith L. Horn
Michael Torok
Summary Compensation Table
The following table sets forth information concerning the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2025, 2024, and 2023.
Name and Principal Position |
|
Fiscal Year |
|
Salary ($) |
|
|
Bonus ($)(4) |
|
|
Stock Awards ($)(5) |
|
|
Option Awards ($)(6) |
|
|
Non-Equity Incentive Plan Compensation ($)(7) |
|
|
All Other Compensation ($)(8) |
|
|
Total ($) |
|
||||||||
Aaron D. Berg |
2025 |
|
|
725,667 |
|
|
|
332,326 |
|
|
|
1,391,250 |
|
|
|
493,975 |
|
|
|
588,300 |
|
|
|
8,848 |
|
|
|
3,540,366 |
|
||
|
President and Chief Executive Officer |
|
2024 |
|
|
662,602 |
|
|
|
576,859 |
|
|
|
140,360 |
|
|
|
1,889,293 |
|
|
|
— |
|
|
|
8,271 |
|
|
|
3,277,385 |
|
|
|
|
2023 |
|
|
622,486 |
|
|
|
292,326 |
|
|
|
428,040 |
|
|
|
759,785 |
|
|
|
311,000 |
|
|
|
34,512 |
|
|
|
2,448,149 |
|
Peter L. Fishman |
2025 |
|
|
400,000 |
|
|
|
173,750 |
|
|
|
60,686 |
|
|
|
225,295 |
|
|
|
169,300 |
|
|
|
7,939 |
|
|
|
1,036,970 |
|
||
|
Senior Vice President, Chief Financial Officer(1) |
|
2024 |
|
|
310,170 |
|
|
|
33,750 |
|
|
|
133,100 |
|
|
|
— |
|
|
|
122,041 |
|
|
|
6,938 |
|
|
|
606,000 |
|
David P. Keenan, Ph. D. |
2025 |
|
|
452,685 |
|
|
|
357,775 |
|
|
|
91,462 |
|
|
|
339,564 |
|
|
|
301,341 |
|
|
|
73,478 |
|
|
|
1,616,306 |
|
||
|
Executive Vice President, Chief Operating Officer(2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Steven B. Ketchum, Ph.D. |
2025 |
|
|
687,490 |
|
|
|
429,096 |
|
|
|
91,462 |
|
|
|
339,564 |
|
|
|
364,610 |
|
|
|
8,848 |
|
|
|
1,921,070 |
|
||
|
Executive Vice President, President of Research and Development and Chief Scientific Officer |
|
2024 |
|
|
667,153 |
|
|
|
161,460 |
|
|
|
140,360 |
|
|
|
422,293 |
|
|
|
333,290 |
|
|
|
8,271 |
|
|
|
1,732,827 |
|
|
|
|
2023 |
|
|
643,770 |
|
|
|
161,460 |
|
|
|
428,040 |
|
|
|
759,785 |
|
|
|
323,000 |
|
|
|
34,512 |
|
|
|
2,350,567 |
|
Jonathan N. Provoost |
2025 |
|
|
484,181 |
|
|
|
186,000 |
|
|
|
91,462 |
|
|
|
339,564 |
|
|
|
257,085 |
|
|
|
3,941 |
|
|
|
1,362,233 |
|
||
|
Executive Vice President, Chief Legal & Compliance Officer and Secretary |
|
2024 |
|
|
465,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
231,628 |
|
|
|
5,191 |
|
|
|
701,819 |
|
|
2023 |
|
|
59,913 |
|
|
|
100,000 |
|
|
|
— |
|
|
|
499,183 |
|
|
|
— |
|
|
|
168 |
|
|
|
659,264 |
|
||
Narrative to the Summary Compensation Table
The amounts reported in the Summary Compensation Table, including base salary, stock awards, option awards, and payments made under the Management Incentive Compensation Plan, are described more fully above under “Executive Compensation Discussion and Analysis.”
Grants of Plan-Based Awards Tables for the Fiscal Year Ended December 31, 2025
The following table sets forth certain information regarding grants of option awards to the named executive officers during fiscal year 2025:
Name |
|
Grant Date |
|
All Other Option Awards: Number of Securities Underlying Options (#)(1) |
|
|
Estimated Future Payouts for Equity Incentive Plan Awards: Target (#) |
|
Exercise or Base Price of Option Awards ($/Sh) |
|
Grant Date Fair Value of Option Awards ($)(2) |
|
||||
Aaron D. Berg |
|
6/26/2025 |
|
|
750,000 |
|
|
|
— |
|
|
0.80 |
|
|
493,975 |
|
Peter L. Fishman |
|
1/10/2025 |
|
|
440,460 |
|
|
|
— |
|
|
0.62 |
|
|
225,295 |
|
David P. Keenan, Ph D. |
|
1/10/2025 |
|
|
663,860 |
|
|
|
— |
|
|
0.62 |
|
|
339,564 |
|
Steven B. Ketchum, Ph.D. |
|
1/10/2025 |
|
|
663,860 |
|
|
|
— |
|
|
0.62 |
|
|
339,564 |
|
Jonathan N. Provoost |
|
1/10/2025 |
|
|
663,860 |
|
|
|
— |
|
|
0.62 |
|
|
339,564 |
|
The following table sets forth certain information regarding grants of restricted stock unit awards subject to time-based vesting to the named executive officers during fiscal year 2025:
Name |
|
Grant Date |
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(1) |
|
|
Grant Date Fair Value of Stock Awards ($)(2) |
|
||
Aaron D. Berg |
|
6/26/2025 |
|
|
1,500,000 |
|
|
|
1,192,500 |
|
|
|
6/26/2025 |
|
|
250,000 |
|
|
|
198,750 |
|
Peter L. Fishman |
|
1/10/2025 |
|
|
97,880 |
|
|
|
60,686 |
|
David P. Keenan, Ph D. |
|
1/10/2025 |
|
|
147,520 |
|
|
|
91,462 |
|
Steven B. Ketchum, Ph.D. |
|
1/10/2025 |
|
|
147,520 |
|
|
|
91,462 |
|
Jonathan N. Provoost |
|
1/10/2025 |
|
|
147,520 |
|
|
|
91,462 |
|
The following table sets forth certain information regarding grants of non-equity incentive plan awards to the named executive officers during fiscal year 2025:
Name |
|
Grant Date |
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) |
|
||||||
|
|
|
|
|
Target |
|
|
Maximum |
|
|||
Aaron D. Berg |
|
|
— |
|
|
|
525,000 |
|
|
|
748,000 |
|
Peter L. Fishman |
|
|
— |
|
|
|
160,000 |
|
|
|
228,000 |
|
David P. Keenan, Ph D. |
|
|
— |
|
|
|
286,000 |
|
|
|
408,000 |
|
Steven B. Ketchum, Ph.D. |
|
|
— |
|
|
|
345,000 |
|
|
|
492,000 |
|
Jonathan N. Provoost |
|
|
— |
|
|
|
243,000 |
|
|
|
346,000 |
|
Option Exercises and Stock Vested During 2025
The following table sets forth the number of shares acquired by the named executive officers upon the exercise of stock options and vesting of restricted stock units in fiscal year 2025 as well as the value realized upon exercise or vesting. The value realized represents the aggregate difference between the fair market value of shares on the dates of exercise or vesting and the exercise prices, if any, multiplied by the number of shares acquired upon exercise or vesting, prior to payment of any applicable withholding taxes.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||
Name |
|
Number of Shares Acquired on Exercise (#) |
|
|
Value Realized on Exercise ($) |
|
|
Number of Shares Acquired on Vesting (#) |
|
|
Value Realized on Vesting ($) |
|
||||
Aaron D. Berg |
|
|
— |
|
|
|
— |
|
|
|
1,669,680 |
|
|
|
1,297,702 |
|
Peter L. Fishman |
|
|
— |
|
|
|
— |
|
|
|
67,660 |
|
|
|
42,712 |
|
David P. Keenan, Ph D. |
|
|
— |
|
|
|
— |
|
|
|
168,420 |
|
|
|
106,086 |
|
Steven B. Ketchum, Ph.D. |
|
|
— |
|
|
|
— |
|
|
|
169,680 |
|
|
|
105,202 |
|
Jonathan N. Provoost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding Equity Awards at Fiscal Year-End 2025
The following table shows information regarding outstanding stock option awards at December 31, 2025 for our named executive officers:
|
|
Grant Date |
|
Number of Securities Underlying Unexercised Options |
|
|
Equity Incentive Plan Awards: Securities Underlying Unexercised Unearned Options (#) |
|
|
Option Exercise Price ($/Sh) |
|
|
Option Expiration Date |
|||||||
Name |
|
|
|
Exercisable (#) |
|
|
Unexercisable (#) |
|
|
|
|
|
|
|
|
|
||||
Aaron D. Berg |
|
2/1/2016 |
|
|
36,458 |
|
|
|
— |
|
|
|
— |
|
|
|
1.40 |
|
|
2/1/2026 |
|
|
2/1/2017 |
|
|
69,270 |
|
|
|
— |
|
|
|
— |
|
|
|
2.95 |
|
|
2/1/2027 |
|
|
5/1/2018 |
|
|
87,750 |
|
|
|
— |
|
|
|
— |
|
|
|
2.80 |
|
|
5/1/2028 |
|
|
2/1/2019 |
|
|
53,500 |
|
|
|
— |
|
|
|
— |
|
|
|
16.87 |
|
|
2/1/2029 |
|
|
2/3/2020 |
|
|
96,500 |
|
|
|
— |
|
|
|
— |
|
|
|
18.39 |
|
|
2/3/2030 |
|
|
1/4/2021 |
|
|
193,500 |
|
|
|
— |
|
|
|
— |
|
|
|
5.03 |
|
|
1/4/2031 |
|
|
8/2/2021 |
|
|
96,740 |
|
|
|
— |
|
|
|
— |
|
|
|
4.22 |
|
|
8/2/2031 |
|
|
2/4/2022 |
|
|
123,460 |
|
|
|
8,220 |
|
(1) |
|
— |
|
|
|
3.66 |
|
|
2/4/2032 |
|
|
2/21/2023 |
|
|
185,340 |
|
|
|
84,240 |
|
(1) |
|
— |
|
|
|
1.80 |
|
|
2/21/2033 |
|
|
7/19/2023 |
|
|
404,400 |
|
|
|
— |
|
|
|
— |
|
|
|
1.08 |
|
|
7/19/2033 |
|
|
2/1/2024 |
|
|
243,820 |
|
|
|
174,160 |
|
(2) |
|
— |
|
|
|
1.21 |
|
|
2/1/2034 |
|
|
8/1/2024 |
|
|
- |
|
|
|
— |
|
|
|
5,000,000 |
|
(4) |
|
0.62 |
|
|
8/1/2034 |
|
|
6/26/2025 |
|
|
- |
|
|
|
750,000 |
|
(3) |
|
— |
|
|
|
0.80 |
|
|
6/26/2035 |
Peter L. Fishman |
|
2/1/2019 |
|
|
20,000 |
|
|
|
— |
|
|
|
— |
|
|
|
16.87 |
|
|
7/1/2032 |
|
|
2/3/2020 |
|
|
3,100 |
|
|
|
— |
|
|
|
— |
|
|
|
18.39 |
|
|
2/3/2030 |
|
|
1/4/2021 |
|
|
3,100 |
|
|
|
— |
|
|
|
— |
|
|
|
5.03 |
|
|
1/4/2031 |
|
|
7/19/2023 |
|
|
50,700 |
|
|
|
— |
|
|
|
— |
|
|
|
1.08 |
|
|
7/19/2033 |
|
|
1/10/2025 |
|
|
- |
|
|
|
440,460 |
|
(3) |
|
— |
|
|
|
0.62 |
|
|
1/10/2035 |
David P. Keenan, Ph D. |
|
6/1/2022 |
|
|
87,500 |
|
|
|
12,500 |
|
(1) |
|
— |
|
|
|
1.45 |
|
|
6/1/2032 |
|
|
2/21/2023 |
|
|
185,340 |
|
|
|
84,260 |
|
(1) |
|
— |
|
|
|
1.80 |
|
|
2/21/2033 |
|
|
7/19/2023 |
|
|
404,400 |
|
|
|
— |
|
|
|
— |
|
|
|
1.08 |
|
|
7/19/2033 |
|
|
2/1/2024 |
|
|
243,820 |
|
|
|
174,160 |
|
(2) |
|
— |
|
|
|
1.21 |
|
|
2/1/2034 |
|
|
1/10/2025 |
|
|
— |
|
|
|
663,860 |
|
(3) |
|
— |
|
|
|
0.62 |
|
|
1/10/2035 |
Steven B. Ketchum, Ph.D. |
|
2/1/2018 |
|
|
31,687 |
|
|
|
— |
|
|
|
— |
|
|
|
3.80 |
|
|
2/1/2028 |
|
|
2/1/2019 |
|
|
53,500 |
|
|
|
— |
|
|
|
— |
|
|
|
16.87 |
|
|
2/1/2029 |
|
|
2/3/2020 |
|
|
96,500 |
|
|
|
— |
|
|
|
— |
|
|
|
18.39 |
|
|
2/3/2030 |
|
|
1/4/2021 |
|
|
193,500 |
|
|
|
— |
|
|
|
— |
|
|
|
5.03 |
|
|
1/4/2031 |
|
|
8/2/2021 |
|
|
96,750 |
|
|
|
— |
|
|
|
— |
|
|
|
4.22 |
|
|
8/2/2031 |
|
|
2/4/2022 |
|
|
123,460 |
|
|
|
8,220 |
|
(1) |
|
— |
|
|
|
3.66 |
|
|
2/4/2032 |
|
|
2/21/2023 |
|
|
185,340 |
|
|
|
84,240 |
|
(1) |
|
— |
|
|
|
1.80 |
|
|
2/21/2033 |
|
|
7/19/2023 |
|
|
404,400 |
|
|
|
— |
|
|
|
— |
|
|
|
1.08 |
|
|
7/19/2033 |
|
|
2/1/2024 |
|
|
243,820 |
|
|
|
174,160 |
|
(2) |
|
— |
|
|
|
1.21 |
|
|
2/1/2034 |
|
|
1/10/2025 |
|
|
— |
|
|
|
663,860 |
|
(3) |
|
— |
|
|
|
0.62 |
|
|
1/10/2035 |
Jonathan N. Provoost |
|
12/1/2023 |
|
|
400,000 |
|
|
|
400,000 |
|
(1) |
|
— |
|
|
|
0.75 |
|
|
11/15/2033 |
|
|
1/10/2025 |
|
|
— |
|
|
|
663,860 |
|
(3) |
|
— |
|
|
|
0.62 |
|
|
1/10/2035 |
The following table shows information regarding outstanding restricted stock unit awards at December 31, 2025, for our named executive officers:
Name |
|
Grant Date |
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(1) |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
||||
Aaron D. Berg |
|
2/21/2023 |
|
|
44,940 |
|
|
|
31,357 |
|
(2) |
|
— |
|
|
|
— |
|
|
|
2/1/2024 |
|
|
77,340 |
|
|
|
53,964 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
6/26/2025 |
|
|
250,000 |
|
|
|
174,438 |
|
(4) |
|
— |
|
|
|
— |
|
Peter L. Fishman |
|
8/1/2022 |
|
|
6,260 |
|
|
|
4,368 |
|
(5) |
|
— |
|
|
|
— |
|
|
|
2/1/2023 |
|
|
11,280 |
|
|
|
7,871 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
4/1/2023 |
|
|
2,500 |
|
|
|
1,744 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
2/1/2024 |
|
|
73,340 |
|
|
|
53,964 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
1/10/2025 |
|
|
97,880 |
|
|
|
68,296 |
|
(4) |
|
— |
|
|
|
— |
|
David P. Keenan, Ph D. |
|
2/21/2023 |
|
|
44,940 |
|
|
|
31,357 |
|
(2) |
|
— |
|
|
|
— |
|
|
|
2/1/2024 |
|
|
77,340 |
|
|
|
53,964 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
1/10/2025 |
|
|
147,520 |
|
|
|
102,932 |
|
(4) |
|
— |
|
|
|
— |
|
Steven B. Ketchum, Ph.D. |
|
1/4/2021 |
|
|
— |
|
|
|
— |
|
|
|
43,700 |
|
(7) |
|
30,492 |
|
|
|
2/21/2023 |
|
|
44,940 |
|
|
|
31,357 |
|
(2) |
|
— |
|
|
|
— |
|
|
|
2/1/2024 |
|
|
77,340 |
|
|
|
53,964 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
1/10/2025 |
|
|
147,520 |
|
|
|
102,932 |
|
(4) |
|
— |
|
|
|
— |
|
Jonathan N. Provoost |
|
1/10/2025 |
|
|
147,520 |
|
|
|
102,932 |
|
(4) |
|
— |
|
|
|
— |
|
Pension Benefits
We do not currently sponsor or maintain any defined benefit pension plans or other benefit plans providing specified retirement payments and benefits for employees.
Nonqualified Deferred Compensation
We do not currently sponsor or maintain any non-qualified defined contribution or other non-qualified deferred compensation plans for employees.
Change of Control and Severance Arrangements
We have entered into employment agreements or arrangements with each of our named executive officers, except for Mr. Fishman. These agreements set forth the individual’s base salary, bonus compensation, equity compensation and other employee benefits, which are described above in “Executive Compensation Discussion and Analysis”.
The following summaries describe the potential payments and benefits that we would provide to our named executive officers in connection with a termination of employment and/or a change in control of the Company.
Executive Severance and Change of Control Plan
In January 2021, Amarin adopted the Amarin Corporation plc Executive Severance and Change of Control Plan (the “Executive Severance Plan”), pursuant to which our U.S. officers with a title of vice president and higher (at the time of termination) are eligible for certain severance benefits. Under the Executive Severance Plan, if a named executive officer’s employment agreement includes severance or change of control benefits that are more favorable than those provided under the Executive Severance Plan, then the more favorable term or provision, or relevant combination thereof, will be applicable for the benefit of the named executive officer, except that in no event will there be duplication of payments or benefits under the Executive Severance Plan and the named executive officer’s employment agreement. Furthermore, if any outstanding equity awards are subject to more favorable acceleration or other terms than those provided in the Executive Severance Plan, the terms of the applicable outstanding equity award will control. Mr. Berg’s employment agreement provides that he is not eligible for benefits under the Executive Severance Plan and is only eligible for the severance benefits provided for in his employment agreement. All of our other named executive officers would receive the severance benefits under the Executive Severance Plan, rather than any severance benefits provided for in their employment agreements, upon a qualifying termination.
In the event of a termination of a named executive officer’s employment by us without cause or by a named executive officer for good reason (to the extent such named executive officer’s employment agreement provides good reason protection outside of a change of control), in each case outside the 24-month period following a change of control, and subject to the execution and effectiveness of a separation agreement, including, among other things, a general release of claims in favor of Amarin, each named executive officer other than Mr. Berg is entitled to the following severance payments and benefits under the Executive Severance Plan:
In the event of a termination of a named executive officer’s employment by us without cause or by a named executive officer for good reason, in each case, during the 24-month period following a change of control, and subject to the execution and effectiveness of a separation agreement including, among other things, a general release of claims in favor of Amarin, each named executive officer other than Mr. Berg is entitled to the following severance payments and benefits under the Executive Severance Plan:
Aaron Berg
Mr. Berg’s employment agreement, dated July 25, 2024, provides that if Mr. Berg’s employment is terminated by the Company without cause or by him for good reason, in each case outside the 24-month period following a change of control, and subject to the execution and effectiveness of a separation agreement, including, among other things, a general release of claims in favor of Amarin, he is entitled to the following severance payments and benefits:
If Mr. Berg’s employment is terminated by the Company without cause or by him for good reason during the 24-month period following a change of control, and subject to the execution and effectiveness of a separation agreement, including, among other things, a general release of claims in favor of Amarin, he is entitled to the following severance payments and benefits:
In addition, the stock option agreement governing Mr. Berg’s performance-based stock option provides that, upon a change in control that occurs prior to August 1, 2033, subject to his continuous service to the Company through the date of the change in control or, if his employment is terminated by the Company without cause or by him for good reason (in either case an “Involuntary Termination”) and such Involuntary Termination occurs within three months prior to the change in control (a “Pre-Change in Control Involuntary Termination”), subject to Mr. Berg’s execution and the effectiveness of a separation agreement, the performance vesting condition with respect to the stock option shall be deemed satisfied (i.e., all share price hurdles shall be deemed achieved) as of immediately prior to the change in control. If Mr. Berg’s stock option is not assumed, substituted, or continued by the Company or its successor entity in such change in control, subject to (i) Mr. Berg’s continuous service through the change in control or (ii) a Pre-Change in Control Involuntary Termination and his execution and the effectiveness of a separation agreement, the time-based vesting conditions applicable to the stock option shall be deemed to be fully satisfied as of immediately prior to the change in control. If Mr. Berg’s stock option is assumed, substituted, or continued by the Company or its successor entity in a change in control, the time-based vesting condition shall be deemed to be satisfied upon the earlier of (i) the date that is 12 months following the change in control and (ii) an involuntary termination, subject to the Mr. Berg’s execution and the effectiveness of a separation agreement.
Potential Payments upon Termination or Change in Control
The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated by the Company without cause (or to the extent a named executive officer's employment agreement provides good reason protection outside of a change of control, if the named executive officer terminates employment for good reason) other than within 24 months following a change of control and such termination occurred on December 31, 2025.
Name |
|
Base Salary ($) |
|
|
Bonus Payment ($) |
|
|
Accelerated Vesting of Options(1) ($) |
|
|
Accelerated Vesting of Restricted Stock Units(2) ($) |
|
|
Continuation of Health Benefits ($) |
|
|
Total ($) |
|
||||||
Aaron D. Berg |
|
|
1,092,000 |
|
|
|
709,800 |
|
|
|
— |
|
|
|
232,860 |
|
|
|
35,347 |
|
|
|
2,070,007 |
|
Peter L. Fishman |
|
|
400,000 |
|
|
|
160,000 |
|
|
|
17,178 |
|
|
|
69,374 |
|
|
|
— |
|
|
|
646,552 |
|
David P. Keenan, Ph.D.(1) |
|
|
572,004 |
|
|
|
286,002 |
|
|
|
25,891 |
|
|
|
109,844 |
|
|
|
8,907 |
|
|
|
1,002,648 |
|
Steven B. Ketchum, Ph.D. |
|
|
689,163 |
|
|
|
344,582 |
|
|
|
25,891 |
|
|
|
109,844 |
|
|
|
48,328 |
|
|
|
1,217,808 |
|
Jonathan N. Provoost |
|
|
485,925 |
|
|
|
242,963 |
|
|
|
25,891 |
|
|
|
51,484 |
|
|
|
48,150 |
|
|
|
854,413 |
|
The table below shows the benefits potentially payable to each of our named executive officers assuming the named executive officer’s employment was terminated without cause by the Company (or by the named executive officer for good reason within 24 months following a change of control and such termination occurred on December 31, 2025.
Name |
|
Base Salary ($) |
|
|
Bonus Payment ($) |
|
|
Accelerated Vesting of Options(1) ($) |
|
|
Accelerated Vesting of Restricted Stock Units(2) ($) |
|
|
Continuation of Health Benefits ($) |
|
|
Total ($) |
|
||||||
Aaron D. Berg |
|
|
2,402,400 |
|
|
|
— |
|
|
|
— |
|
|
|
259,758 |
|
|
|
53,020 |
|
|
|
2,715,179 |
|
Peter L. Fishman |
|
|
600,000 |
|
|
|
240,000 |
|
|
|
34,356 |
|
|
|
136,243 |
|
|
|
— |
|
|
|
1,010,599 |
|
David P. Keenan, Ph.D.(1) |
|
|
858,005 |
|
|
|
429,003 |
|
|
|
51,781 |
|
|
|
188,253 |
|
|
|
13,361 |
|
|
|
1,540,404 |
|
Steven B. Ketchum, Ph.D. |
|
|
1,033,745 |
|
|
|
516,872 |
|
|
|
51,781 |
|
|
|
218,745 |
|
|
|
72,492 |
|
|
|
1,893,635 |
|
Jonathan N. Provoost |
|
|
728,888 |
|
|
|
364,444 |
|
|
|
51,781 |
|
|
|
102,932 |
|
|
|
72,225 |
|
|
|
1,320,270 |
|
Chief Executive Officer Pay Ratio
Pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (“PEO”). Our PEO for 2025 was Mr. Aaron D. Berg.
We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the required disclosure is to provide a measure of pay equity within the organization. We are committed to internal pay equity, and our Remuneration Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive.
As illustrated in the table below, our 2025 PEO to median employee pay ratio was approximately 11:1.
PEO 2025 Compensation |
|
$ |
3,540,366 |
|
Median Employee 2025 Compensation (Other than the PEO) |
|
$ |
326,639 |
|
Ratio of PEO to Median Employee Compensation |
|
11:1 |
|
|
We identified the median employee using annualized base salary for 2025, bonus(es) earned in 2025, and aggregate grant date fair values for equity awards granted in 2025 for all individuals who were employed by us on December 31, 2025, the last day of our fiscal year (whether employed on a full-time or part-time basis). Reportable wages were annualized for those permanent full-time or part-time employees who were not employed for the full calendar year or who were on a leave of absence for any part of the year.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
A substantial portion of the compensation included in this analysis is based on estimates. Furthermore, as discussed above, the Black-Scholes option-pricing model is used to estimate the value of option awards. Under the Black-Scholes option-pricing model, historical variable assumptions and other variables can cause model prices to be more or less than the actual value of an option when exercised or in an ultimate exit. Actual option value is instead based on stock performance, which can vary significantly from these historical variable assumption-based valuation estimates. The realized value of the long-term equity awards granted to the Company’s CEO and other employees in the future could be considerably more or less than these historical estimates as the future value of the Company’s ADSs cannot be accurately predicted by the Black-Scholes option-pricing model or by any model.
Pay Versus Performance Disclosure
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers and Non-PEO named executive officers (the "Non-PEO NEOs") and Company performance for the fiscal years listed below. The Remuneration Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment based on:4 |
|
|
|
|
|
|
|
|||||||||||||||||
Year |
|
Summary Compensation Table Total for Aaron D. Berg1 ($) |
|
|
Summary Compensation Table Total for Patrick J. Holt1 ($) |
|
|
Summary Compensation Table Total for Karim Mikhail1 ($) |
|
Summary Compensation Table Total for John F. Thero1 ($) |
|
|
Compensation Actually Paid to Aaron D. Berg1,2,3 ($) |
|
|
Compensation Actually Paid to Patrick J. Holt1,2,3 ($) |
|
|
Compensation Actually Paid to Karim Mikhail1,2,3 ($) |
|
|
Compensation Actually Paid to John F. Thero1,2,3 ($) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs1 ($) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) |
|
|
TSR ($) |
|
|
Peer Group TSR ($) |
|
|
Net Income ($ 'Ms) |
|
|
Cash Preservation5 |
|
||||||||||||||
(a) |
|
|
|
|
(b) |
|
|
(b) |
|
(b) |
|
|
|
|
|
(c) |
|
|
(c) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
||||||||||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
% |
|||||||||||||||||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
% |
|||||||||||||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
% |
||||||||||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
% |
|||||||||||||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||||||||||||
2021 |
2022 |
2023 |
2024 |
2025 |
Joseph T. Kennedy |
Michael W. Kalb |
Steven B. Ketchum, Ph.D. |
Steven B. Ketchum, Ph.D. |
Steven B. Ketchum, Ph.D. |
Michael W. Kalb |
Steven B. Ketchum, Ph.D. |
Thomas C. Reilly |
Thomas C. Reilly |
David P. Keenan, Ph. D |
Steven B. Ketchum, Ph.D. |
Aaron D. Berg |
Jonathan N. Provoost |
Jonathan N. Provoost |
Jonathan N. Provoost |
Aaron D. Berg |
Jason Marks |
|
Peter L. Fishman |
Peter L. Fishman |
Jason Marks |
Thomas C. Reilly |
|
|
|
Year |
Summary Compensation Table Total for Aaron D. Berg ($) |
|
Exclusion of Stock Awards and Option Awards for Aaron D. Berg ($) |
|
Inclusion of Equity Values for Aaron D. Berg ($) |
|
Compensation Actually Paid to Aaron D. Berg ($) |
|
||||
2025 |
|
|
|
( |
) |
|
|
|
|
|||
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 ($) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
||||
2025 |
|
|
|
( |
) |
|
|
|
|
|||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year |
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Aaron D. Berg ($) |
|
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Aaron D. Berg ($) |
|
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Aaron D. Berg ($) |
|
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Aaron D. Berg ($) |
|
|
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Aaron D. Berg ($) |
|
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Aaron D. Berg ($) |
|
Total - Inclusion of Equity Values for Aaron D. Berg ($) |
|
|||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year |
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
|
|
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
|
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 ($) |
|
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
|
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
|
Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
activities was lower than operating plan target. Cash Preservation is one of the measures used in determining the extent to which the corporate performance goals for the 2025 annual bonus incentive were achieved. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cash Preservation
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Cash Preservation during the four most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
|
|
|
DIRECTOR COMPENSATION
Non-Employee Director Compensation
We have maintained a non-employee director compensation program since 2012, which we have amended from time to time. The non-employee director compensation program applicable to 2025 compensation was intended to approximate the 50th percentile of non-employee director compensation within the Company’s 2025 peer group. In January 2024, in light of the new peer group for the 2024 compensation cycle, the Remuneration Committee further revised the vesting and reduced the size of the initial and annual equity grants provided for in the non-employee director compensation program to more closely align with the 50th percentile of the 2024 peer group.
In 2025, after the allotment proposal failed to receive sufficient shareholder votes to be passed at the 2025 Annual General Meeting, meaning that the Company was restricted from issuing equity awards to non-employees, the Remuneration Committee and the Board evaluated alternatives to the customary mix of cash retainers and equity compensation arrangements for the non-employee members of the Board. The evaluation resulted in a revised compensation arrangement wherein, in addition to the customary cash retainer, the non-employee directors will receive supplemental cash compensation, in lieu of equity, at an amount equal to previously approved equity value.
2025 Non-Employee Director Compensation
A summary of the non-employee director compensation arrangements for fiscal year 2025 is set forth below.
|
|
Retainer ($) |
|
|
Annual Board Retainer Fee: |
|
|
|
|
Non-Executive Chairman |
|
|
95,000 |
|
All non-employee directors |
|
|
62,500 |
|
Annual Chairman Retainer Fees:* |
|
|
|
|
Audit Committee Chairman |
|
|
25,000 |
|
Remuneration Committee Chairman |
|
|
20,000 |
|
Nominating and Corporate Governance Committee Chairman |
|
|
11,000 |
|
Annual Committee Member Retainer Fees:* |
|
|
|
|
Audit Committee |
|
|
12,000 |
|
Remuneration Committee |
|
|
10,000 |
|
Nominating and Corporate Governance Committee |
|
|
5,000 |
|
*These fees are in addition to the Annual Board Retainer Fee, as applicable.
The annual retainers are paid in equal installments in arrears within 30 days of the end of each calendar quarter, or upon the earlier resignation or removal of the non-employee director. For non-employee directors who join the Board during the calendar year, annual retainers are prorated based on the number of calendar days served by such director in the calendar year.
Non-employee directors are given an annual election option, which option is to be exercised within 10 calendar days of the end of each quarter, to receive their annual retainers in the form of either (i) cash or (ii) unregistered non-ADS Ordinary Shares, with any such issuances to be priced at the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the date which is 10 calendar days after the end of each quarter or (b) £0.50 per share (i.e., par value per Ordinary Share).
New directors will receive an equity award with a grant date fair value of $262,500 with the same 75%/25% split between options and restricted stock units, with options vesting one third on the first anniversary of the date of grant and vesting in equal quarterly installments for the two years thereafter, and restricted stock units vesting annually over three years (and without deferred settlement).
Additionally, for so long as the non-employee director, including the Non-Executive Chairman, remains on the Board, he or she will receive an equity award with a grant date fair value of $175,000 with the same 75%/25% split between options and restricted stock units, with options vesting annually over three years, and restricted stock units vesting annually over three years (and without deferred settlement).
All equity awards are made pursuant to the terms of the Company's Amended Non-Employee Director Compensation Policy (the "Director Compensation Policy"), as amended and in effect from time to time. Prior to its amendment in February 2024, the Director Compensation Policy provided that restricted stock unit awards were subject to deferred settlement and settled upon the director's separation of service with the Company, and certain of the outstanding restricted stock unit awards granted prior to this amendment are currently vested but still subject to deferred settlement.
All equity awards are made pursuant to the terms of the Company’s 2020 Plan, as amended and in effect from time to time. In the event of a change of control (as defined in the 2020 Plan), all equity awards held by non-employee directors shall immediately become fully vested.
Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.
Notwithstanding the foregoing, in lieu of the annual equity award that would have been granted on the date of the Company’s 2025 Annual General Meeting but for the Company’s shareholders’ failure to approve a waiver of the
pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, each new and continuing non-employee director will receive an annual restricted cash award of $175,000, vesting and payable on the date of the Annual General Meeting, subject to the continued service of such director until such date.
Further, notwithstanding the foregoing, in lieu of the initial equity award that would have been granted on the date of the 2025 Annual General Meeting but for the Company’s shareholders’ failure to approve a waiver of the pre-emption disapplication that would have allowed for such grants to occur in the ordinary course, if a waiver of preemptive rights is submitted for approval to and approved by, the Company’s shareholders at the Annual General Meeting, any non-employee director appointed before the Annual General Meeting will receive an initial equity award with a grant date fair value of $262,500, split in value between share options and restricted stock units 75%/25%. The initial share options will vest one third on the first anniversary of the date of initial appointment of such director and in equal quarterly installments for the two years thereafter, and the exercise price of any share options will be equal to the greater of (a) the closing price of the Company’s ADSs on Nasdaq on the grant date or (b) £0.50 per share (i.e., par value per Ordinary Share). The initial restricted stock unit awards vest in equal installments over three years on each anniversary of the date of initial appointment of such director. Provided, however, that, if (x) such non-employee director’s board service terminates for any reason prior to the grant of the initial equity award (other than on account of an involuntary termination for “cause”), any portion of the award that would have been vested based on their service through the date of termination will be settled in cash based on the greater of (a) the closing price of the Company’s ADSs on Nasdaq on such termination date or (b) £0.50 per share (i.e., par value per Ordinary Share) and (y) if a “change of control” (as defined in the 2020 Plan) occurs prior to the Annual General Meeting, such non-employee directors will receive a lump-sum cash payment of $262,500 upon closing in lieu of such initial equity award.
Director Compensation Table
The following table shows the compensation for each person who served as a non-employee member of our Board during the year ended December 31, 2025.
We do not provide separate compensation to our directors who are also our employees. The compensation paid to Aaron Berg, our President and Chief Executive Officer, for fiscal year 2025, is set forth in the Summary Compensation Table.
Name |
|
Fees Earned or Paid in Cash ($) |
|
|
Stock Awards(1) ($) |
|
|
Option Awards(2) ($) |
|
|
Total ($) |
|
||||
Patrice Bonfiglio |
|
|
63,089 |
|
|
|
— |
|
|
|
— |
|
|
|
63,089 |
|
Paul Cohen(5) |
|
|
54,711 |
|
|
|
— |
|
|
|
— |
|
|
|
54,711 |
|
Mark DiPaolo(3) |
|
|
21,435 |
|
|
|
— |
|
|
|
— |
|
|
|
21,435 |
|
Keith L. Horn |
|
|
71,903 |
|
|
|
— |
|
|
|
— |
|
|
|
71,903 |
|
Odysseas Kostas |
|
|
73,577 |
|
|
|
— |
|
|
|
— |
|
|
|
73,577 |
|
Oliver O'Connor(5) |
|
|
32,883 |
|
|
|
— |
|
|
|
— |
|
|
|
32,883 |
|
Louis Sterling III |
|
|
67,532 |
|
|
|
— |
|
|
|
— |
|
|
|
67,532 |
|
Diane E. Sullivan |
|
|
68,842 |
|
|
|
— |
|
|
|
— |
|
|
|
68,842 |
|
Michael Torok(4) |
|
|
31,189 |
|
|
|
— |
|
|
|
— |
|
|
|
31,189 |
|
The following table shows the amount of unexercised stock options, unvested restricted stock unit awards and vested restricted stock unit awards subject to deferred delivery held by the non-employee directors as of December 31, 2025:
Name |
|
Shares Underlying Unexercised Unvested Stock Options |
|
|
Shares Underlying Unexercised Vested Stock Options |
|
|
Shares Underlying Unvested Stock Awards |
|
|
Shares Underlying Vested but Deferred Stock Awards |
|
||||
Patrice Bonfiglio |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Paul Cohen |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Mark DiPaolo |
|
|
— |
|
|
|
417,040 |
|
|
|
— |
|
|
|
135,800 |
|
Keith L. Horn |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Odysseas Kostas |
|
|
184,760 |
|
|
|
460,400 |
|
|
|
65,140 |
|
|
|
140,260 |
|
Oliver O'Connor |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Louis Sterling III |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Diane E. Sullivan |
|
|
184,760 |
|
|
|
447,000 |
|
|
|
65,140 |
|
|
|
135,800 |
|
Michael Torok |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Director Stock Ownership Guidelines
In March 2013, our Board established Stock Ownership Guidelines for its non-employee directors. The guidelines require that each non-employee director maintain an equity interest in the Company at least equal to three times the amount of such director’s annual cash retainer. Equity interests that count toward the satisfaction of the ownership guidelines include the value of Ordinary Shares owned (including shares purchased on the open market or acquired upon the exercise of stock options or settlement of restricted stock units) or issuable upon the settlement of deferred stock units (whether vested or unvested). The calculation of an individual’s equity interest, however, does not include the value of unexercised stock options (whether or not vested), unvested restricted stock, and unvested restricted stock units. Non-employee directors have five years from the date of the commencement of their appointment as a director to attain these ownership levels. If a non-employee director does not meet the applicable guideline by the end of the five-year period, the director is required to hold a minimum of 50% to 100% of the shares received upon the exercise or settlement of any future equity awards until the applicable guideline is met, net of shares sold or withheld to exercise stock options and pay withholding taxes. The Remuneration Committee, however, may make exceptions for any director on whom this requirement could impose a financial hardship. Each of the Company’s non-employee directors, other than Mr. Torok, has until 2028 to attain the required ownership level, given that they were elected as directors in 2023. Mr. Torok has until 2030 to attain the required ownership level, given he was appointed as a director in 2025.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements, evaluates auditor performance, manages relations with the Company’s
independent registered public accounting firm and evaluates policies and procedures relating to internal control systems. The Audit Committee operates under a written Audit Committee charter that has been adopted by the Board. All members of the Audit Committee currently meet the independence and qualification standards for Audit Committee membership set forth in the listing standards provided by Nasdaq and the SEC, and the Board has determined that Audit Committee members Mr. Horn and Ms. Bonfiglio each meets the definition of “audit committee financial expert,” as defined in Item 407 of Regulation S-K.
The Audit Committee members are not professional accountants or auditors. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel, and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and reporting process, including the Company’s system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This review included a discussion of the quality and the acceptability of the Company’s financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes. The Audit Committee also reviewed the progress and results of the testing of the design and effectiveness of its internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee also reviewed with the Company’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), including the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, and SEC Regulation S-X Rule 2-07, Communication with Audit Committees. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the Public Company Accounting Oversight Board. The Audit Committee discussed with the independent registered public accounting firm their independence from management and the Company, including the matters required by the applicable rules of the PCAOB.
In addition to the matters specified above, the Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope, plans, and estimated costs of their audit. The Audit Committee met with the independent registered public accounting firm periodically, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations, the overall quality of the Company’s financial reporting, and the independent registered public accounting firm’s reviews of the quarterly financial statements, and drafts of the quarterly and annual reports.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Submitted by the Audit Committee of the Board of Directors,
Keith L. Horn (Chairman)
Patrice Bonfiglio
Louis Sterling III
Diane E. Sullivan
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, shareholder proposals intended to be included in the 2027 Annual General Meeting proxy materials must be received by the Secretary at One Central Plaza, 8th Floor, Dame Street, Dublin D02 K7K5, Ireland or by email at annual.general.meeting@amarincorp.com no later than December 11, 2026, or otherwise as permitted by applicable law; provided, however, that if the 2027 Annual General Meeting date is advanced or delayed by more than 30 days from the anniversary date of the Annual General Meeting, then shareholders must submit proposals within a reasonable time before the Company begins to print and send its proxy materials. Proposals received after this timeframe will not be included in the Company’s proxy materials for the 2027 Annual General Meeting. The form and substance of these proposals must satisfy the requirements established by the Company’s Articles and the SEC, and the timing for the submission of any such proposals may be subject to change as a result of changes in SEC rules and regulations.
The Company is registered in England & Wales and therefore subject to the Companies Act, which, together with our Articles of Association and the applicable rules and regulations of the SEC, governs the processes for shareholder proposals at the 2027 Annual General Meeting. Under Section 338 of the Companies Act, in order for a shareholder proposal to be included in a notice of an annual general meeting, such proposal must have been requisitioned either by shareholders representing at least 5% of the voting rights of all members having a right to vote on such proposal at the annual general meeting or by at least 100 shareholders who have a right to vote on such proposal at the relevant annual general meeting and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100. Such proposal must have been signed or otherwise authenticated by all requisitionists and submitted to the Company not later than (1) six weeks before the annual general meeting to which the requests relate, or (2) if later, the time at which notice of that meeting is given by the Company.
Additionally, shareholders who intend to nominate a director to be elected at the annual general meeting must provide the Secretary of the Company with written notice of such nomination between seven and 42 clear days prior to the date of such meeting, together with a written notice signed by the director nominee regarding his or her willingness to be elected. Any shareholder seeking to recommend a director candidate or any director candidate who wishes to be considered by the Nominating and Corporate Governance Committee, the committee that recommends a slate of nominees to the Board for election at each annual general meeting, must also provide the Secretary of the Company with the following information between seven and 42 clear days prior to the date of such meeting: the name and address of the shareholder seeking to recommend a director candidate; a representation that the shareholder is a record holder of the Company’s securities (or, if the shareholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act); the name, age, business and residential address, educational background, and current principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; a description of the qualifications and background of the proposed director candidate, which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time; a description of all arrangements or understandings between the shareholder and the proposed director candidate; the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual general meeting and to serve as a director if elected at such annual general meeting; and any other information and documents regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to SEC rules, if then required.
To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 14, 2027.
DELIVERY OF PROXY MATERIALS
Our Annual Report to Shareholders for the fiscal year ended December 31, 2025, including audited financial statements, accompanies this Proxy Statement. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the exhibits thereto are available from the Company without charge upon written request of a shareholder. Copies of these materials are also available online through the SEC at www.sec.gov.
The Company may satisfy SEC rules regarding delivery of proxy materials, including this Proxy Statement and the Annual Report, by delivering a single set of proxy materials to an address shared by two or more Company shareholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only a single set of proxy materials to multiple shareholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a shareholder at a shared address to which a single copy of the proxy materials was delivered. If you hold Ordinary Shares as a record shareholder and prefer to receive separate copies of proxy materials either now or in the future, please contact the Company’s investor relations department at Amarin Corporation plc, c/o Amarin Pharma, Inc., 440 US Highway 22, Suite 300, Bridgewater, New Jersey 08807 or by telephone at (908) 719-1315. If you hold Ordinary Shares in the form of ADSs through the Depositary or hold Ordinary Shares through a brokerage firm or bank and you prefer to receive separate copies of proxy materials either now or in the future, please contact the Depositary, your brokerage firm or bank, as applicable.
EACH ORDINARY SHAREHOLDER IS URGED TO COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ENCLOSED PROXY.
Appendix A
AMARIN CORPORATION PLC
AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN
(Effective as of March 25, 2026)
The Amarin Corporation plc Amended and Restated 2020 Stock Incentive Plan (the “Plan”) is intended to promote the interests of Amarin Corporation plc (the “Company”) and its shareholders by aiding the Company in attracting and retaining Employees, officers, Consultants and non-Employee Directors capable of assuring the future success of the Company, offering such persons incentives to put forth maximum efforts for the success of the Company’s business and affording such persons an opportunity to acquire a proprietary interest in the Company. The Plan will provide a means by which Eligible Persons may acquire Shares of the Company pursuant to Awards relating to a specified number of Shares, subject to the conditions and restrictions contained herein. This Plan is subject to approval by the shareholders of the Company.
The Plan, in its original form, was adopted by the Board on March 16, 2020 and approved by the shareholders of the Company at the 2020 annual general meeting (the “2020 Plan” and such shareholder approval, the “Original Effective Date”). Amendment No. 1 to the 2020 Plan was adopted by the Board on May 14, 2022 and approved by the shareholders of the Company at the 2022 annual general meeting; Amendment No. 2 to the 2020 Plan was adopted by the Board on May 26, 2023 and approved by the shareholders of the Company at the 2023 annual general
meeting; and Amendment No. 3 to the 2020 Plan was adopted by the Board on February 8, 2024 and approved by the shareholders of the Company at the 2024 annual general meeting. The Plan, as hereby amended and restated, was approved by the Board on March 25, 2026 (the “Restatement Date”) and by the shareholders of the Company at the 2026 annual general meeting. The terms of the Plan as amended and restated herein shall apply to all Awards granted under the Plan prior to, on and following the Restatement Date.
As used in the Plan, the following terms shall have the meanings set forth below:
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate.
Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant.
In no event shall the Board or Committee exercise its discretion to reduce the exercise price of outstanding Options or effect repricing through cancellation and re-grants or cancellation of Options in exchange for cash without shareholder approval.
In order to comply with all applicable federal or state income tax laws and social security contributions or regulations and (where applicable) the laws and regulations of the United Kingdom and the United States of America and any other relevant country, the Company may take such action as it deems appropriate to ensure that all applicable national, federal or state payroll, withholding, income or other taxes and social security contributions, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of any such taxes or social security contributions to be withheld or collected upon exercise, settlement or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may require the Participant to satisfy such tax obligation and social security contributions by (i) having the Company withhold a portion of the Shares otherwise to be delivered upon exercise or settlement, vesting or the lapse of restrictions relating to such Award with a Fair Market Value equal to the amount of such taxes and social security contributions or (ii) delivering to the Company Shares other than Shares issuable upon exercise, vesting or
settlement of or the lapse of restrictions relating to such Award with a Fair Market Value equal to the amount of such taxes and social security contributions required to be withheld; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. Shares withheld or delivered shall be valued at their Fair Market Value as determined by the Committee, in its discretion, as of the date when income is required to be recognized for income tax purposes. The Committee may also require the Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of Shares issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due. The Participant shall, if so required by the Company or his employer, enter into an agreement or election for the transfer to the employee of the employer’s liability to UK National Insurance Contribution arising on the grant, exercise, vesting, settlement, assignment or cancellation of any Award as permitted by the applicable law for the time being.
The Plan shall be effective as of the Original Effective Date.
No Award shall be granted under the Plan after the tenth anniversary of the Original Effective Date or any earlier date of discontinuation or termination established pursuant to the Plan. No Incentive Stock Option may be granted after March 16, 2030. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date.
It is intended that this Plan and the Awards granted under the Plan will be exempt from or comply with Section 409A of the Code and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”) and the Plan and such Awards shall be interpreted on a basis consistent with such intent. Without limiting the generality of the foregoing, it is intended that any adjustment to an Award made pursuant to Section 4(c), Section 7(d) or otherwise under the Plan will not cause any Award to be treated as deferred compensation subject to Section 409A.
Appendix B
THE COMPANIES ACTS 1985 to 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION
(Adopted by Special Resolution passed on 18 April 2024[●] 2026)
-of-
AMARIN CORPORATION PLC
Company No. 02353920
(Incorporated 1st March 1989)
THE COMPANIES ACTS 1985 to 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION
-of-
AMARIN CORPORATION PLC
Company No. 02353920
(Adopted by a Special Resolution passed on 18 April 2024[●] 2026)
PRELIMINARY
INTERPRETATION
MEANINGS
“2006 Act” |
|
The Companies Act 2006 |
|
|
|
“address” |
|
wherever used in relation to any communication in electronic form includes any number or address used for the purposes of such communications. |
|
|
|
“Alternate Director” |
|
a person appointed by a Director to act in his place if he is absent from a meeting. |
|
|
|
“these Articles” |
|
these Articles of Association in their present form or as from time to time altered. |
|
|
|
“Auditors” |
|
the auditors of the Company from time to time. |
|
|
|
“Board” |
|
the board of directors of the Company or the Directors present at a Board Meeting at which a quorum is present. |
|
|
|
“Board Meeting” |
|
a meeting of the Directors held in accordance with these Articles. |
|
|
|
|
|
|
“Change of Control” |
|
with respect to the Company, the occurrence of any of the following:- |
|
|
|
|
a) |
a) any transaction or series of related transactions which results in any Person, whether directly or indirectly, holding in aggregate over 50% of total voting rights conferred by all shares in the capital of the Company for the time being in issue and which confer the right to vote at all general meetings of the Company; or b) any consolidation, merger, demerger, joint venture, recapitalisation of the Company with or into any other Person or any other corporate reorganisation after which the Members of the Company immediately prior to such consolidation, merger, demerger, joint venture, recapitalisation or other reorganisation own directly or indirectly less than 50% of the surviving corporation or entity’s voting power immediately after such transaction; or c) a winding up of the Company; or (d) if during any period of two consecutive years the Continuing Directors cease for any reason to constitute a majority of the Board. |
|
|
|
“Change of Control Notice” |
|
a written notice given, within 30 days following a Change of Control, to holders of such series of Preference Shares entitled to redeem their Preference Shares on a Change of Control in accordance with Article 16, stating: |
|
|
|
|
a) |
a) that a Change of Control has occurred; b) the date of redemption which will be no earlier than 10 days nor later than 60 days from the date the Change of Control Notice is sent (the “Change of Control Redemption Date”); and c) the instructions determined by the Company, consistent with these Articles, that a holder must follow in order to have its Preference Shares redeemed. |
|
|
|
“clear days” |
|
in relation to the period of a notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. |
|
|
|
“the Company” |
|
Amarin Corporation plc. |
|
|
|
“Continuing Directors” |
|
as of any date of determination and with respect to any series of Preference Shares, any member of the Board who was (a) a member of such Board on the date of issuance of such series of Preference Shares; or (b) nominated for election or elected to such Board with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. |
|
|
|
“debenture” |
|
shall include debenture stock and “debenture holder” debenture |
|
|
|
“Directors” |
|
stockholder respectively. directors of the Company.
|
|
|
|
|
|
|
“electronic copy” “electronic form” and “electronic” |
|
have the meanings given in section 1168 of the 2006 Act. |
|
|
|
“Executive Director” |
|
a Managing Director, Joint Managing Director, or Assistant Managing Director of the Company or a Director who is the holder of any other employment or executive office with the Company. |
|
|
|
“Existing Preference Shares” |
|
Preference Shares in the capital of the Company which are in issue at the relevant time. |
|
|
|
“Existing Shares” |
|
shares in the capital of the Company which are in issue at the relevant time. |
|
|
|
“hard copy” and “hard copy form” |
|
have the meanings set out in section 1168 of the 2006 Act.
|
|
|
|
“Member” |
|
a member of the Company. |
|
|
|
“Office” |
|
he registered office for the time being and from time to time of the Company.
|
|
|
|
“Operator” |
|
a Person approved under the Regulations as operator of a relevant system (that is, a computer system which allows shares without share certificates to be transferred without using transfer forms). |
|
|
|
“Ordinary Resolution” |
|
a decision reached by a simple majority of votes; that is by more than 50% of the votes cast. |
|
|
|
“Ordinary Shares” |
|
ordinary shares of 50 pence each in the capital of the Company. |
|
|
|
“paid up” |
|
paid up or credited as paid up. |
|
|
|
“Person” |
|
any individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality) government, state or agency of a state. |
|
|
|
“Preference Shares” |
|
The preference shares of 5 pence each in the capital of the Company (or such other nominal value as such shares or any series thereof may be consolidated and/or subdivided into from time to time in accordance with these Articles). |
|
|
|
“Redemption Date” |
|
in respect of a particular series of Preference Shares to which Articles 16 to 20 apply, 31st March, 30th June, 30th September and 31st December in each year (up to and including 31st December in the year in which the 20th anniversary of the date of issue of such series of Preference Shares falls) provided that in respect of each such date, the Directors determine at the time of issue of such series of Preference Shares that it is to be a Redemption Date. |
|
|
|
“Redemption Notice” |
|
has the meaning set out in Article 13. |
|
|
|
“Register” |
|
The Register of Members of the Company. |
|
|
|
“Regulations” |
|
The Uncertificated Securities Regulations 2001 (SI 2001 No 2001/3755) (as amended by The Companies Act 2006 (Consequential Amendments) (Uncertified Securities) Order 2009) including any modification thereof or any regulations in substitution therefor for the time being in force. |
|
|
|
“Seal” |
|
the common seal (if any) of the Company or any official seal that the Company may be permitted to have under the Statutes. |
|
|
|
“Secretary” |
|
includes a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary. |
|
|
|
“Share Warrants” |
|
has the meaning set out in Article 40. |
|
|
|
“Shareholder Redemption Notice” |
|
has the meaning set out in Article 16. |
|
|
|
“Special Resolution” |
|
a decision reached by a majority of at least 75 per cent of votes cast. |
|
|
|
“Statutes” |
|
The 2006 Act and every other English statute or enactment for the time being in force applicable to the Company. |
|
|
|
“Stock Exchange” |
|
London Stock Exchange Limited. |
|
|
|
“Treasury Shares” |
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has the meaning set out in section 724(5) of the 2006 Act. |
References in these Articles to writing shall mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and “written” shall be construed accordingly.
References to a document being “sent”, “supplied” or “given” to or by a person means such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and “sending”, “supplying” and “giving” shall be construed accordingly.
Reference in these Articles to a share (or a holding of shares) being in uncertificated form or in certificated form shall be references respectively to that share being an uncertificated unit of a security or a certificated unit of security.
A dematerialised instruction shall be properly authenticated if it complies with the specifications referred to in paragraph 5(b) of Schedule 1 to the Regulations.
Words denoting the singular number shall include the plural number and vice versa; words denoting the masculine gender shall include the feminine gender; words denoting persons shall include corporations.
References to any statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force.
Save as aforesaid words and expressions defined in the Statutes or the Regulations will bear the same meaning in these Articles if not inconsistent with the subject in the context, save that the word “company” shall include any body corporate.
Where, for any purpose, an Ordinary Resolution of the Company is required a Special Resolution shall also be effective.
BUSINESS
LIMITED LIABILITY
SHARE CAPITAL
Any profits which the Company (subject to Article 163) decides to
distribute to the holders of Ordinary Shares shall be subject to the rights of any other class of shares which then exist.
If there is a return of capital because the Company is wound up, the Company’s assets which are left after paying its liabilities will be distributed to the holders of the Ordinary Shares in proportion to the amounts paid up on their Ordinary Shares. This is subject to the rights of any other class of shares which then exist.
PREFERENCE SHARES
Creation of rights
Income
Capital
Currency
Redemption
Redemption by the Company
Notwithstanding Article 10, the payment will be in the currency in which the Preference Share is denominated unless the Directors determine otherwise.
For any series of Preference Shares which is first allotted as redeemable Preference Shares, the Directors may, before that series is first allotted, in addition to, or instead of, the dates referred to earlier in this Article 13:
On the relevant Redemption Date, the Company shall redeem the relevant Preference Shares. This is subject to the other provisions of these Articles and also to the Statutes.
Redemption by holders of Preference Shares
(the written notice given to the Company in (a) and (b) above, being, in each case, the
“Shareholder Redemption Notice”)
to require the Company to redeem such number of Preference Shares as is specified in the Shareholder Redemption Notice.
Notwithstanding Article 10, the payment will be in the currency in which the Preference Share is denominated unless the Directors determine otherwise.
General Redemption Provisions
Article 31 will apply to any change to the amount of Preference Shares which is carried out under Article 27.
Converting Preference Shares into other shares
ALTERATION OF CAPITAL
SHARE RIGHTS
MODIFICATION OF RIGHTS
SHARES
SHARE CERTIFICATES AND TITLE TO SHARES
LIEN
CALLS ON SHARES
FORFEITURE OF SHARES
If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends before the forfeiture declared but not actually paid on the forfeited shares.
TRANSFER OF SHARES
TRANSMISSION OF SHARES
UNTRACED MEMBERS
To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such shares or any of them and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such shares. A statutory declaration in writing to the effect that the declarant is a Director or Secretary of the Company and that a share has been duly sold on the date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company shall account to the Member or other person entitled to such shares for the net proceeds of such sale and shall be deemed to be his debtor, and not a
trustee for him in respect of the same. Any moneys not accounted for to the Member or other person entitled to such shares shall be carried to a separate account and shall be a permanent debt of the Company. Moneys carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Board may from time to time determine.
DISCLOSURE OF INTERESTS IN SHARES
Provided that where such shares comprise less than 0.25% of the shares of any relevant class (excluding any shares in the Company held as Treasury Shares) in issue at the date of the disenfranchisement notice such notice shall only impose the restrictions set out in paragraph (a) above.
For the purposes of this Article a “named person” means a person named as having an interest in the shares concerned in any response to any statutory notice served on the registered holder or on a person previously so named. A disenfranchisement notice may be cancelled by the Board at any time.
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
The notice shall specify the time and place of meeting, and the general nature of the business to be transacted. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than such as, under the provisions of these Articles, or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company, and to all persons entitled to a share in consequence of the death or bankruptcy of a Member and to the Directors and the Auditors.
PROCEEDINGS AT GENERAL MEETINGS
VOTING
PROXIES AND CORPORATE REPRESENTATIVES
The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed or authenticated in such manner as may be approved by or on behalf of the Company from time to time.
not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or
not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or
In calculating the periods mentioned in this Article 105.3, no account shall be taken of any part of a day that is not a working day in relation to the Company within the meaning of section 1173 of the 2006 Act.
A proxy appointment which is not delivered or received in accordance with this Article 105.3 shall be invalid.
appointment of a proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.
106. A vote given or poll demanded in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) one hour at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.
NUMBER OF DIRECTORS
APPOINTMENT AND RETIREMENT OF DIRECTORS
DISQUALIFICATION OF DIRECTORS
RETIREMENT OF DIRECTORS
all retiring Directors who stood for re-election at that meeting (“Retiring Directors”) shall be deemed to have been re-elected as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose.
EXECUTIVE DIRECTORS
ALTERNATE DIRECTORS
DIRECTORS’ FEES AND EXPENSES
DIRECTORS’ INTERESTS
CONFLICTS OF INTEREST
GENERAL POWERS OF THE DIRECTORS
PENSIONS
BORROWING POWERS
PROCEEDINGS OF THE DIRECTORS
MINUTES
Any such minute as aforesaid, if purporting to be signed by the Chairman of the meeting at which the proceedings were held, or by the Chairman of the next succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minute without further proof.
SECRETARY
SEAL
AUTHENTICATION OF DOCUMENTS
DIVIDENDS AND OTHER PAYMENTS
RESERVES
CAPITALISATION
RECORD DATES
ACCOUNTING RECORDS
AUDITORS
NOTICES AND COMMUINICATIONS
any Member by the Company either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the Register or by delivering it to or leaving it at such registered address as aforesaid or, in the Company’s sole discretion by giving it in electronic form to an address for that purpose for the time being notified to the Company by the Member. In the case of joint holders of a share, service or delivery of any notice or other document to the person who is first named on the Register shall for the purposes be deemed a sufficient service on or delivery to all the joint holders.
be deemed to have been received by the Member:
DESTRUCTION OF DOCUMENTS
and it shall be conclusively presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:
WINDING UP
INDEMNITY AND INSURANCE
default, breach of duty or breach of trust by him in relation to the Company or any Associated
where, in any case, the conviction, judgement or refusal of relief (as the case may be) has become final, and
(b) any other liability incurred by or attaching to him in the actual or purported performance and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.
194197.l Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes, the Company may:
provided always that any loan made or liability incurred under any transaction connected with anything done pursuant to this Article 194.1197.1 shall be repaid or (as the case may be) discharged in the event of such director being convicted or judgement being given against him in the proceedings or the court refusing to grant him relief on the application and by not later than the date:
194.2197.2 Subject to the provisions of, and far as may be permitted by and consistent with, the Statutes, the Company may:
194.3197.3 Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes but without prejudice to any indemnity to which he may otherwise be entitled, every director of any Trustee Company shall be indemnified out of the assets of the Company against any liability incurred in connection with the activities of the Trustee Company as a trustee of any occupational pension scheme of which it is a trustee other than any liability of the kind referred to in section 235(3) of the 2006 Act. For the purposes of this Article 192.3 197.3:
194.4197.4 For the purposes of Article 192 197:
195198.Subject to the provisions of the Statutes, the Directors shall have power to purchase and maintain at the expense of the Company insurance for or for the benefit of any person who is or was at any time a director or other officer or employee of a Relevant Company (as defined in Article 194 197) or any person who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of any Relevant Company is or has been interested including (without prejudice to the generality of the foregoing) insurance against any liability incurred by or attaching to such person in respect of any act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to his duties, powers or offices in relation to any Relevant Company or any such pension fund or employee benefits trust (and all costs, charges, losses, expenses and liabilities incurred by such person in relation thereto)
196199.For the purpose of Article 193 198 “Relevant Company” shall mean the Company, any holding company of the Company or any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or of such other body.
PROXY FORM
AMARIN CORPORATION PLC
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For use at the Annual General Meeting to be held at the Dublin offices of Arthur Cox LLP, Ten Earlsfort
Terrace, Dublin 2, D02 T380, Ireland at 9:00 a.m. Dublin time on May 13, 2026.
I/We |
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(Name in full block capitals please) |
of |
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being (a) member(s) of Amarin Corporation plc (the “Company”) hereby appoint the Chairman of the meeting or (see note 6 below)
as my/our proxy to attend, speak and vote for me/us and on my/our behalf as identified by an “X” in the appropriate box below at the Annual General Meeting of the Company to be held at 9:00 a.m. Dublin time on May 13, 2026 and at any adjournment of the meeting. This form of proxy relates to the resolutions referred to below.
[I/We instruct my/our proxy to vote my/our shares as follows:]
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Resolutions |
For |
Against |
Abstain (see note 2) |
Discretionary (see note 3) |
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1. |
Ordinary resolution to re-elect Mr. Aaron Berg as a director. |
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2. |
Ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director. |
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3. |
Ordinary resolution to re-elect Mr. Keith L. Horn as a director. |
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4. |
Ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director. |
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5. |
Ordinary resolution to re-elect Mr. Louis Sterling III as a director.
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6. |
Ordinary resolution to re-elect Ms. Diane E. Sullivan as a director.
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7. |
Ordinary resolution to re-elect Mr. Michael Torok as a director. |
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8. |
Ordinary resolution to approve, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” for the fiscal year ended December 31, 2025 as described on pages 34 to 66 of the accompanying Proxy Statement. |
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9. |
Ordinary resolution to appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which annual accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to agree the auditors’ remuneration as described on pages 11 to 12 of the accompanying Proxy Statement. |
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10. |
Ordinary resolution to generally and unconditionally authorize the Board of Directors of the Company (the “Board”) to issue shares in the Company or grant rights to subscribe for shares of the Company up to an aggregate nominal amount of £37,750,000 (which is equal to approximately 18% of the existing issued share capital) as described on pages 13 to 14 of the accompanying Proxy Statement; |
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11. |
Ordinary resolution to amend and restate the Company's 2020 Stock Incentive Plan, and increase the share reserve thereunder by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options by 15,000,000 Ordinary Shares. |
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12. |
Special resolution to give power to the Board to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (which is equal to approximately 10% of the existing issued share capital) as described on pages 22 to 23 of the accompanying Proxy Statement. |
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13. |
Special resolution to authorize and approve that, with effect from the conclusion of the Annual General Meeting, the amended and restated articles of association of the Company (the "New Articles") reflecting the proposed amendments to the existing articles of association of the Company described on page 89 of the accompanying Proxy Statement, produced to the meeting and signed by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company. |
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Dated |
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Signature(s) |
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Notes:
Address for Lodgment of Proxies:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
United Kingdom
BN99 6DA
FAQ
How much cash and debt does Amarin (AMRN) report?
What change to director compensation is Amarin proposing (Proposal 12)?
What does Proposal 11 (stock incentive plan) request?
Who is the auditor and what were audit fees for 2025?
