UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a partyParty other than the Registrant  ☐

Check the appropriate box:

VIR BIOTECHNOLOGY, INC.Vir Biotechnology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 20212022

Dear Stockholder:

YouOn behalf of the Board of Directors, you are cordially invited to attend the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of Vir Biotechnology, Inc., a Delaware corporation (the “Company”). The meetingAnnual Meeting will be held on Friday, May 20, 20212022, at 11:30 a.m. Pacific Time. This year’sDue to the ongoing COVID-19 pandemic and to support the health and well-being of our employees and stockholders, the Annual Meeting will be a completely virtual meeting of the stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2021VIR2022 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card to attend the Annual Meeting virtually.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect the Board of Directors’ three nominees for director named herein to hold office until the 20242025 Annual Meeting of Stockholders.

2. To indicate,approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as ourthe Company’s independent registered public accounting firm for our fiscal year ending December 31, 2021.2022.

4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is March 22, 2021.28, 2022. Only stockholders of record at the close of business on that date may vote at the meetingAnnual Meeting or any adjournment thereof.

By Order of the Board of Directors

Howard Horn

Secretary

San Francisco, California

April 6, 20217, 2022

Table of Contents

This summary highlights important information you will find in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of the Board of Directors and management, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. Please see “Information Regarding the Board of Directors and Corporate Governance” for more information.

Our commitment to good corporate governance is illustrated by the following practices:

ESG Statement

We aspire to create a world without infectious disease. Guided by science, we relentlessly build on our immunologic expertise and technologies in pursuit of transformative medicines for infectious diseases. Our innovations stem from courage and bold ideas. We approach each day with a sense of optimism and humility, recognizing that our strength resides in the diversity of our journeys and the opportunity to learn from each other.

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Our commitment to Environmental, Social, Governance (ESG) is deeply embedded in our culture and is based on humanitarian principles and practices. We are acutely aware of our interconnectedness, and we take responsibility for doing our part to reduce our impact on the environment, to fostering a diverse and inclusive workforce and to upholding the highest legal, economic and ethical standards.

Proposal 1 — Election of Directors

Each Class III director nominee is listed below, and you can find additional information in the section titled “Proposal 1—Election of Directors” beginning on page 7.

Proposal 2 – Advisory Vote on Executive Compensation

The Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this proxy statement (the “say-on-pay” vote). Detailed information about the compensation paid and awarded to our named executive officers can be found beginning on page 20.

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Highlights of our executive compensation best practices follow.

Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. Detailed information about this proposal can be found beginning on page 22.

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VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

PROXY STATEMENT

FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 20212022

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet.Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of Vir Biotechnology, Inc. (sometimes referred to as “we,” “us,” “our,” the “Company” or “Vir”) is soliciting your proxy to vote at the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. The Annual Meeting will be held virtually on Friday, May 20, 20212022, at 11:30 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2021VIR2022 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internetInternet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on April 9, 20217, 2022, to all stockholders of record entitled to vote at the annual meeting.Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 19, 2021.18, 2022.

Why are we holding a virtual Annual Meeting?

This year we have implementedare using a virtual format for our Annual Meeting, which will be conducted via live audio webcast, and online stockholder tools. Due to the ongoing public health impact of the COVID-19 pandemic, we believe a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world without person-to-person contact, at no cost (other than any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies). A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of ourthe Board of Directors or management. During the Annual Meeting, we may answer questions submitted during the Annual Meeting, to the extent relevant to the business of the Annual Meeting, as time permits.

What do I need to do to attend the Annual Meeting?

You will be able to attend the Annual Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/VIR2021.VIR2022. To participate in the Annual

Meeting, you will need the16-digit control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 11:30 a.m. Pacific Time on May 20, 2021.2022. We encourage you to access the meetingAnnual Meeting prior to the start time. Online check-in will begin at 11:15 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

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How do I vote?

You may either vote “For” all the nomineesany nominee to the Board of Directors or you may “Withhold” your vote for any nominee you specify. With regard to your advisory vote on how frequently we should solicit stockholder advisory approval of executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote live online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later

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(“NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1 or 2 without your instructions, but may vote your shares on Proposal 3 even in the absence of your instruction.

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If you wish to submit a proposal (including a director nomination) at thenext year’s annual meeting that is not to be included in next year’s proxy materials, you must do so between January 20, 20222023 and February 19, 2022.2023. You are also advised to review our Amended and Restated Bylaws (“Bylaws”), which contain additional requirements relating to advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting,Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; with respect to Proposal 2 regarding frequency of stockholder

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are not available to us in time to file a Form 8-K within four business days after the meeting,Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who should I contact if I have any questions?

5If you have any questions or require any assistance with voting your shares, please contact the bank, broker or other agent holding your shares, or our Investor Relations department at (415) 915-4228 or at ir@vir.bio.

Who do I contact if I experience technical difficulties trying to access or during the Annual Meeting?

If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.

PROPOSAL 1

ELECTION OF DIRECTORS

OurThe Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

OurThe Board of Directors currently consists of eleven11 members. There are threefour directors in Class II,III, whose term of office expires at the Annual Meeting: Robert Nelsen, Robert Perez,Jeffrey S. Hatfield, Dipchand (Deep) Nishar, Saira Ramasastry and Phillip Sharp,George Scangos, Ph.D. Mr. Nelsen, Mr. PerezNishar, Ms. Ramasastry and Dr. SharpScangos were previously elected to ourthe Board by our stockholders. In connection with the increase in the size of the Board from 10 to 11 members in December 2020, Mr. Nelsen,Hatfield was appointed to the Board by the other then-serving directors. Mr. PerezNishar will not stand for re-election at the Annual Meeting. The Board of Directors has reduced the size of the Board of Directors to 10 members effective immediately following the completion of Mr. Nishar’s term at the Annual Meeting. Mr. Hatfield, Ms. Ramasastry and Dr. SharpScangos have been nominated for re-election at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement. Mr. Nelsen, Mr. PerezHatfield, Ms. Ramasastry and Dr. SharpScangos are each current directors and were each recommended for election to the Board as Class IIIII directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board. Each nominee for director is to be elected at the Annual Meeting to serve for a three-year term until our 20242025 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Two of the then-serving directors attended the Company’s 2021 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes of the holders of shares present by remote communication at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by ourthe Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve.

The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The Nominating and Corporate Governance Committee also seeks to attain diversity and balance among directors of race, gender, geography, thought, viewpoints and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to believe that that nominee should continue to serve on the Board of Directors. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why they believe a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

The following is a brief biography of each nominee, each director whose term will continue after the Annual Meeting and each of our executive officers.

Nominees for Election for a Three-Year Term Expiring at the 2025 Annual Meeting

Jeffrey S. Hatfield, 64, has served as a member of the Board of Directors since December 2020. Since November 2020, Mr. Hatfield has served as the Chief Executive Officer of Vividion Therapeutics, Inc., a private biotechnology company that was acquired in August 2021 as an arm’s length subsidiary of Bayer Pharmaceuticals, Inc. Previously, he served as Chief Executive Officer of Zafgen, Inc. (“Zafgen”), a clinical-stage biotechnology company, from October 2017 until it merged

with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc. in May 2020, and as President and Chief Executive Officer of Vitae Pharmaceuticals, Inc., a clinical-stage biotechnology company, from March 2004 until its acquisition by Allergan plc in October 2016. Prior to working at Vitae Pharmaceuticals, Inc., Mr. Hatfield served in numerous executive capacities at Bristol Meyers Squibb Company, a global biopharmaceutical company (“BMS”), including Senior Vice President of BMS’s Immunology and Virology divisions, President and General Manager of BMS Canada and Head of U.S. Market Access. Mr. Hatfield previously served on the boards of directors of aTyr Pharma, Inc., a biotechnology company, from April 2017 to April 2021, MiRagen Therapeutics, Inc., a biotechnology company, from August 2017 until June 2021 shortly after its acquisition of, and name change to, Viridian Therapeutics in October 2020, Zafgen, prior to its merger with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc. in May 2020, Ambit Biosciences Corporation, a pharmaceutical company, prior to its acquisition by Daiichi Sankyo Company, Ltd. in November 2014, InVivo Therapeutics, Inc., a biotechnology company, from October 2016 to December 2018 and Vitae Pharmaceuticals, Inc., prior to its acquisition by Allergan plc in October 2016 (each a U.S. publicly traded company). He is an adjunct professor and a Dean’s Advisory Board member for Purdue University’s College of Pharmacy and is a Key Advisory Board member for the Harvard Business School’s Blavatnik Fellowship in Life Sciences Entrepreneurship. Mr. Hatfield holds a B.S. in pharmacy from Purdue University’s College of Pharmacy and an M.B.A. from The Wharton School at the University of Pennsylvania.

The Nominating and Corporate Governance Committee and Board of Directors believe Mr. Hatfield is qualified to serve on the Board of Directors due to his extensive experience as an executive officer and board member of numerous biotechnology companies.

Saira Ramasastry, 46, has served as a member of the Board of Directors since September 2019. Ms. Ramasastry has served as Managing Partner of Life Sciences Advisory, LLC since April 2009, a company that she founded to provide strategic advice, business development solutions and innovative financing strategies for the life sciences industry. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, and as business and sustainability lead for the European Prevention of Alzheimer’s Dementia and IMI-PEARL consortiums. From August 1999 to March 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc., an investment management company, where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions. Prior to joining Merrill Lynch, she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the boards of directors of Day One Biopharmaceuticals, Inc., a biotechnology company, Sangamo Therapeutics, Inc*., a biotechnology company, and Akouos, Inc., a precision genetic medicine company (each a U.S. publicly traded company), and Glenmark Pharmaceuticals, Ltd., a pharmaceuticals company (a BSE and NSE-traded public company), and previously served on the boards of directors of Innovate Biopharmaceuticals, Inc., a biotechnology company, from 2018 until its merger with RDD Pharma Ltd. in 2020, Repros Therapeutics Inc., a biopharmaceutical company, from 2013 until it was acquired by Allergan plc in 2018 and Cassava Sciences, Inc., a biopharmaceutical company, from 2013 to 2020 (each a U.S. publicly traded company). Ms. Ramasastry received her B.A. in economics with honors and distinction and an M.S. in management science and engineering from Stanford University as well as an M. Phil. in management studies from the University of Cambridge where she is a guest lecturer for the Bioscience Enterprise Programme and serves on the California regional board of Cambridge in America. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network.

The Nominating and Corporate Governance Committee and Board of Directors believe Ms. Ramasastry is qualified to serve on the Board of Directors due to her extensive experience in global healthcare investment banking and strategic advisory consulting in the life sciences industry.

George Scangos, Ph.D., 73, has served as our President and Chief Executive Officer and as a member of the Board of Directors since January 2017. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen Inc., a U.S. publicly traded biopharmaceutical company (“Biogen”). From October 1996 to July 2010, Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company (“Exelixis”). From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, a biotechnology company, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer Biotechnology’s biological products. Before joining Bayer Biotechnology in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University. Dr. Scangos currently serves on the board of directors of Agilent Technologies, Inc., a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company, and previously served on the board of directors of Exelixis from 1996 to 2020. Dr. Scangos served as Chair of

PhRMA in 2016, and as the Chair of the California Healthcare Institute in 2010. He was a member of the board of directors of the Global Alliance for TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Trustees of Cornell University and the Board of Overseers of the University of California, San Francisco (“UCSF”). Dr. Scangos received his B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts.

The Nominating and Corporate Governance Committee and Board of Directors believe Dr. Scangos is qualified to serve on the Board of Directors due to his extensive training as a scientist, significant knowledge and experience in the biotechnology, healthcare and pharmaceutical industries and the perspective and experience he brings as our President and Chief Executive Officer.

The Board of Directors Recommends

A Vote “For” Each Named Nominee.

Directors Continuing in Office Until the 2024 Annual Meeting

Robert Nelsen, 57,58, has served as a member of ourthe Board of Directors since April 2016. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm (“ARCH Venture Partners”), in 1986 and has served as a Managing Director since 1994. Mr. Nelsen has served on the boardboards of directors of Denali Therapeutics, Inc. since May 2015, Karuna Therapeutics,Lyell Immunopharma, Inc. since AugustSeptember 2018, Beam Therapeutics, Inc. since June 2017, and Sana Biotechnology, Inc. since October 2018, and Revolution Healthcare Acquisition Corp. since March 2021, each a publicU.S. publicly traded biotechnology company. Mr. Nelsen has served as the Chairman and as a member of the boards of directors of Hua Medicine, Inc., a drug development company, since April 2010 and Brii Biosciences, Inc., a biotechnology company, since June 2018, each a Hong Kong publicly listed company, and currently serves on the boardboards of directors of a number of private companies. Mr. Nelsen previously served on the boardboards of directors of a number of publicU.S. publicly traded biotechnology companies, including Karuna Therapeutics, Inc. from 2018 to June 2021, Beam Therapeutics, Inc. from 2017 to May 2021, Unity Biotechnology, Inc. from 2011 to 2021,December 2020, Agios Pharmaceuticals, Inc. from 2007 to June 2017, Fate Therapeutics, Inc. from 2007 to June 2014, Syros Pharmaceuticals, Inc. from 2012 to June 2018, Sage Therapeutics, Inc. from 2013 to March 2016, Juno Therapeutics, Inc. from 2013 to March 2018 (until it was acquired by Celgene Corporation), Bellerophon Therapeutics, Inc.

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Therapeutics, Inc., a U.S. publicly traded gene therapy company which was acquired in December 2019, from January 2018 to December 2019. Mr. Perez received his B.S. from California State University, Los Angeles and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Mr. Perez is qualified to serve on ourthe Board of Directors due to his expertise and experience as an executive in the pharmaceutical industry and his board experience provide him with the qualifications and skills to serve on our Board of Directors.experience.

Phillip Sharp, Ph.D., 76,77, has served on ourthe Board of Directors since January 2017. Dr. Sharp has been an institute professor at MITMassachusetts Institute of Technology (“MIT”) since 1999. Prior to that, he led MIT’s Department of Biology from 1991 to 1999 before assuming the directorship of the McGovern Institute from 2000 to 2004. Much of Dr. Sharp’s scientific work has been conducted at MIT’s Center for Cancer Research (now the Koch Institute), which he joined in 1974 and directed from 1985 to 1991. Dr. Sharp is the winner of the 1993 Nobel Prize in Physiology or Medicine. Dr. Sharp is a member ofserves on the boardboards of directors of Alnylam Pharmaceuticals, Inc. and Syros Pharmaceuticals, Inc., each a U.S. publicly traded biopharmaceutical company. From 1982 to 2009, Dr. Sharp served as a director of Biogen, which he co-founded in 1978. Dr. Sharp earned his B.A. from Union College (Kentucky) and his Ph.D. in Chemistry from the University of Illinois, Urbana-Champaign. He completed his postdoctoral training at the California Institute of Technology.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Dr. Sharp is qualified to serve on ourthe Board of Directors due to his scientific expertise and his experience as a director of a publicly traded company.companies.

The Board of Directors Recommends

A Vote “For” Each Named Nominee.

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where she was a Truman Scholar and the university’s first female valedictorian and a J.D. from the University of Virginia School of Law.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Ms. Napolitano is qualified to serve on ourthe Board of Directors due to her extensive leadership experience in running large research institutions and in numerous elected government positions.

Directors Continuing in Office Until the 2022 Annual Meeting

Dipchand (Deep) NisharVicki Sato, Ph.D., 52,73, has served as a memberChairman of ourthe Board of Directors since August 2017. Since June 2015, Mr. Nishar has worked for SoftBank Investment AdvisorsDecember 2016. She was a professor of management practice at Harvard Business School from September 2006 to July 2017 and currently serveswas a professor in the Department of Molecular and Cell Biology at Harvard University from July 2005 until October 2015. Previously, she served as Senior Managing Partner. From January 2009President of Vertex Pharmaceuticals, Inc. (“Vertex”), a U.S. publicly traded biotechnology company, which she joined in 1992. Prior to October 2014, Mr. Nishar served in various roles with LinkedIn Corporation, most recently asbecoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President Productsof Research and User Experience. From August 2003Development. Prior to January 2009, Mr. Nisharjoining Vertex, Dr. Sato served in various roles with Google Inc., most recently as the Senior DirectorVice President of Products for the Asia-Pacific region. Mr. Nishar has servedResearch at Biogen. Dr. Sato serves on the boardboards of directors of Guardant Health,the following U.S. publicly traded companies: Akouos, Inc. since October 2018 and Relay, a precision genetic medicine company, Allogene Therapeutics, Inc. since June 2019,, a biotechnology company, and Denali Therapeutics, Inc. and previously served on the boardboards of directors of Tripadvisor, Inc. from September2013 to June 2019 and the board of directors of OPower, Inc. from August 2013 to June 2016. Mr. Nishar received his M.B.A. with highest honors (Baker Scholar) from Harvard Business School, his M.SEE from the University of Illinois, Urbana-Champaign, and his B.Tech with honors from the Indian Institute of Technology.

Our Nominating and Corporate Governance Committee and Board of Directors believe that Mr. Nishar is qualified to serve on our Board of Directors due to his extensive background in the technology industry and his investment activities in the life science sector.

Saira Ramasastry, 45, has served as a member of our Board of Directors since September 2019. Ms. Ramasastry has served as Managing Partner of Life Sciences Advisory, LLC since April 2009, a company that she founded to provide strategic advice, business development solutions and innovative financing strategies for the life sciences industry. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, and as business and sustainability lead for the European Prevention of Alzheimer’s Dementia consortium. From August 1999 to March 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc. where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions. Prior to joining Merrill Lynch she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the board of directors of Sangamo Therapeutics Inc. and Akouos, Inc. (each a U.S. publicly traded company) and Glenmark Pharmaceuticals, Ltd. (a BSE and NSE-traded public company), and previously served as a director of Innovate Biopharmaceuticals, Inc., from 2018 until its merger with RDD Pharma Ltd. in 2020, Repros Therapeutics Inc. from 2013 until it was acquired by Allergan plc in 2018, and Cassava Sciences, Inc., from 2013 to 2020. Ms. Ramasastry received her B.A. in economics with honors and distinction and an M.S. in management science and engineering from Stanford University, as well as an M. Phil. in management studies from the University of Cambridge where she is a guest lecturer for the Bioscience Enterprise Programme. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network.

Our Nominating and Corporate Governance Committee and Board of Directors believe Ms. Ramasastry is qualified to serve on our Board of Directors due to her extensive experience in global healthcare investment banking and strategic advisory consulting in the life sciences industry.

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Northern Ireland. She completed her post-doctoral fellowship at Creighton University School of Medicine before joining the collaborative research wing at Yale University and CuraGen Corporation, a biopharmaceutical development company, as lead scientist studying gene isolation and subsequent confirmation using a variety of molecular biology techniques.

Howard Horn, 43,44, has served as our Chief Financial Officer since March 2017. Prior to joining us, Mr. Horn served Biogen as its Vice President, Business Planning from June 2015 to October 2016, where he led Biogen’s resource allocation processes across all functions and regions. From October 2013 to June 2015, Mr. Horn served as Biogen’s Vice President, Strategic Corporate Finance, where he led Biogen’s corporate capital allocation processes. Mr. Horn previously held positions of increasing responsibility as a consultant in the Pharmaceutical and Medical Products Practice at McKinsey & Company, a management consulting company, from 2004 to 2013, and as an equity research analyst in the Life Sciences group at UBS Group AG, an investment banking firm, from 1999 to 2002. Mr. Horn received his B.A. in Economics from Princeton University and his M.B.A. from the Wharton School of the University of Pennsylvania.

Ann M. Hanly, Ph.D., 51, has served as our Chief Technology Officer since March 2021. Prior to joining us, Dr. Hanly held various positions at Amgen Inc. (“Amgen”) from February 2012 through March 2021, most recently as the Vice President of

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of The Board of Directors

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, senior management and our independent registered public accounting firm, the Board has affirmatively determined that all of our current directors other than Dr. Scangos are, and all of our former directors who served during any portion of the last fiscal year were, independent directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these directors, other than Dr. Scangos, had a material or other disqualifying relationship with us.

Board Leadership Structure

OurThe Board has an independent chair, Dr. Sato, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Board chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Board chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and the interests of our stockholders. As a result, we believe that having an independent Board chair can enhance the effectiveness of the Board as a whole.

Board Qualifications

Experience and Expertise: OurThe Board is responsible for overseeing our business consistent with their fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experience. We believe ourthe Board of Directors is well-rounded, with a balance of relevant perspectives and experience.

Diversity: We strive to achieve diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age and experiences. The overall diversity is an important consideration in the director selection and nomination process. The Nominating and Corporate Governance Committee assesses diversity in connection with the annual nomination process as well as in new director searches. Our eleven11 directors’ range in age from 4546 to 7677 and include three3 women and four4 minorities.

Character: Board members should possess the personal attributes necessary to be an effective director, including unquestioned integrity, sound judgment, a collaborative spirit and commitment to the Company, our shareholders,stockholders and other constituencies.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, ourthe Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. OurThe Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our guidelines and policies with respect to financial risk management, financial risk assessment and assessment of brand and reputational risks including our major financial risk exposures and the steps taken by management to monitor and control these exposures. In addition, the Audit Committee considers management risks relating to data privacy, technology and information and cyber security, including (i) the potential impact of those exposures on our business, financial results, operations and reputation, (ii) the steps management has taken to monitor and mitigate such exposures,

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Information Regarding Committees of the Board of Directors

The Board maintains an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee. The Science and Technology Committee formation became effective as of January 1, 2021 and thus no meetings were held during 2020. The following table provides membership and meeting information for 20202021 for each of the foregoing Board committees:

*         Committee Chairperson

(1)       Ms. Burow was a member of the Compensation Committee until she resigned from our Board in August 2020.

(2)       Mr. Hatfield was appointed to our Board in December 2020.

(3)       Ms. Napolitano was appointed to our Board in August 2020.

(4)       Dr. Sigal was appointed to our Board in July 2020.

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Report of the Audit Committee of the Board of Directors*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20202021, with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) as outlined in Auditing Standard 1301, Communications with Audit Committees, and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021.

Audit Committee

Ms. Saira Ramasastry (Chair)

Mr. Jeffrey S. Hatfield

Mr. Robert More

Mr. Robert Perez Mr. Jeffrey Hatfield

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Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors makes recommendations regarding corporate governance, the composition of ourthe Board of Directors, identification, evaluation and nomination of director candidates and the structure and composition of committees of ourthe Board of Directors. In addition, ourthe Nominating and Corporate Governance Committee is responsible for developing and recommending corporate governance guidelines to ourthe Board of Directors.

TheIn 2021, the Nominating and Corporate Governance Committee was composed of four directors: Dr. Sato, Ms. Napolitano, Mr. Nelsen and Mr. Nishar, and Dr. Sato served as the chair of the Nominating and Corporate Governance Committee. On February 25, 2022, the Nominating and Corporate Governance Committee was reconstituted, and the current members of the Nominating and Corporate Governance Committee are Dr. Sato,are: Mr. Hatfield, Mr. Nelsen, Mr. Nishar and Dr. Sato. Mr. NelsenHatfield serves as the chair of the Nominating and Ms. Napolitano. OurCorporate Governance Committee. The Board has determined that each of the members of this committeethe Nominating and Corporate Governance Committee is independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Dr. Sato serves as the chair of our Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and understand our industry andas well as having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management; having sufficient time to devote to our affairs; demonstrating excellence in his or her field; having the ability to exercise sound business judgment; having experience as a board member or executive officer of another publicly held company; having a diverse personal background, perspective and experience; requirements of applicable law; and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee

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The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by providing timely notice in writing to our Secretary at c/o Vir Biotechnology, Inc., 499 Illinois Street, Suite 500, San Francisco, California 94158. To be timely, we must receive the notice not lessno later than 90 days nor moreFebruary 19, 2023, and no earlier than 120 days prior to the anniversary of the prior year’s annual meeting of stockholders;January 20, 2023; provided, however, that in the event that the date of the annual meeting is moreearlier than 30 days beforeApril 20, 2023 or morelater than 30 days after such anniversary date,June 19, 2023, we must receive the stockholder’s notice (i) no earlier than the close of business on the 120th120^th day prior to the proposed date of the annual meeting and (ii) no later than the close of business on the later of the 90th90^th day prior to the annual meeting or the 10th10^th day following the day on which we first make a public announcement of the date of the annual meeting. Submissions must include the specific information required in Section 5 of our Bylaws. For additional information about our director nomination requirements, please see our Bylaws.

The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.vir.bio.

Science and Technology Committee

OurThe Science and Technology Committee is responsible for, among other things: (i) overseeing our scientific advisory board and (ii) reviewing and advising the Board on the Science and Technology Committee’s view of our technologies, research and development activities (including our product discovery and preclinical and clinical development programs) and relevant science. The current members of the Science and Technology Committee are Drs. Sato, Scangos, Sharp and Sigal. Dr. Sigal serves as the chair of the Science and Technology Committee.

Stockholder Communications With Thewith the Board Ofof Directors

OurThe Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to: Attn:

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Clawback Policy

In March 2022, upon the recommendation of the Compensation Committee, the Board of Directors adopted a clawback policy that covers cash and equity incentive-based compensation paid to our executive officers, including our chief executive officer and our chief financial officer and principal accounting officer. The policy provides that if (i) we are required to prepare an accounting restatement for periods that end on or after the effective date of the policy and (ii) the Board determines that a current or former executive officer’s act or omission contributed to the circumstances requiring the restatement, and such executive officer’s actions involved either intentional misconduct or an intentional violation of our rules or any applicable legal or regulatory requirement or fraud in the course of such executive officer’s employment with us, we will use reasonable efforts to recover from such executive officer all or a portion of any incentive-based compensation received by such executive officer in excess of what would have been paid to such executive officer under the restated financial statements during the three-year period preceding the date on which we are required to prepare the restatement.

Equity Ownership Guidelines

In March 2022, upon the recommendation of the Compensation Committee, the Board of Directors adopted equity ownership guidelines applicable to our non-employee directors and our executive officers to further align the interests of our leadership with those of our stockholders. The equity ownership guidelines require that: (i) our chief executive officer hold shares of common stock equal to the lesser of such number of shares with a fair market value of at least four times his annual base salary and 100,000 shares, (ii) each of our other executive officers hold shares of common stock equal to the lesser of such number of shares with a fair market value of at least his or her annual base salary and 25,000 shares and (iii) each of our non-employee directors hold shares of common stock equal to the lesser of such number of shares with a fair market value of at least three times the cash portion of his or her annual retainer and 5,000 shares. Covered individuals serving on the date of initial adoption of the equity ownership guidelines have until June 30, 2027 to achieve compliance with the guidelines and newly appointed or elected persons will have five years from the date of hire, promotion or initial election, as applicable. The following forms of equity will count toward the ownership guidelines: shares owned outright and any shares underlying vested equity grants or account balances under share-based compensation plans.

PROPOSAL 2

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF

ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

TheWe are providing our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act andof 2010, which added Section 14A ofto the Exchange Act, enableAct.

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the Company’sachievement of our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our stockholders.

The “Executive Compensation” section of this proxy statement describes in detail our executive compensation programs and the decisions made by the Compensation Committee and the Board of Directors with respect to the fiscal year ended December 31, 2021. Highlights of our 2021 executive compensation program include the following:

As we describe in the Compensation Discussion & Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders. The Board of Directors believes this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

The Board of Directors is asking stockholders at least once every six years, to indicate their preference regarding how frequently the Company should solicitapprove a non-binding, advisory vote on the following resolution:

RESOLVED, that the compensation ofpaid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company’sthis proxy statement. Accordingly, the Companystatement, is asking its stockholders to indicate whether they would preferhereby approved.

As an advisory vote, every year, every other yearthis proposal is not binding. The outcome of this advisory vote will not overrule any decision by the Company or every three years. Alternatively, stockholders may abstain from casting a vote. For the reasons described below, the Board recommends that the stockholders select a frequency of one year.

After careful consideration, our Board of Directors has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for us at this time, and recommends that stockholders vote for future advisory votes on executive compensation to occur every year. While our executive compensation program is designed to promote a long-term connection between pay and performance, our Board of Directors recognizes that executive compensation disclosures are made annually. Our Board of Directors considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. However, stockholders should note that because the advisory vote on executive compensation occurs well into the compensation year, and because the different elements of our executive compensation program are designed to operate as part of an integrated program, it may not be appropriate or feasible to modify our executive compensation program in consideration of(or any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

We understand that our stockholders may have different views as to what is the best approach for us, and we look forward to hearing from our stockholders on this proposal.

Accordingly, our Board of Directors is asking stockholders to indicate their preferred voting frequency by voting for every year, every two years or every three years.

While our Board of Directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every two years or every three years. We will consider the frequency approved by the highest number of votes cast by stockholders entitled to vote on this proposal to be the frequency preferred by our stockholders.

Our Board of Directors and the Compensation Committee value the opinions of our stockholders in this matter, and, to the extent there is any significant vote in favor of one frequency over the other options, our Board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on us or our Board of Directors, our Board may decide that it is in the best interests of our stockholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by our stockholders. The vote will not be construed tocommittee thereof), create or imply any change or addition to ourthe fiduciary duties of the Company or thosethe Board of Directors (or any committee thereof) or create or imply any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). However, the Compensation Committee and the Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

The affirmative vote of the holders of a majority of the shares present by remote communication or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to approve, on an advisory basis, the compensation of our Board.named executive officers.

The Board of Directors Recommends

A Vote In Favor of One Year For“For” Proposal 2

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PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212022, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting.Annual Meeting. Ernst & Young LLP has audited our financial statements since 2017. Representatives of Ernst & Young LLP are expected to be present at the annual meeting.Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

The affirmative vote of the holders of a majority of the shares present by remote communication or represented by proxy and entitled to vote on the matter at the annual meetingAnnual Meeting will be required to ratify the selection of our independent registered public accounting firm.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20202021 and 20192020, by Ernst & Young LLP, our principal accountant.

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures.

The Audit Committee pre-approves all audit and non-audit services provided by Ernst & Young LLP before it is engaged by us to render non-audit services to ensure that the provision of these services does not impair the auditor’s independence. The non-audit services may include audit-related services, tax services and other non-audit services.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of March 22, 202128, 2022, by: (i) each director; (ii) each of our named executive officers; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than 5% of itsour common stock.

The table is based upon information supplied by our officers, directors and principal stockholders, Schedules 13D and 13G filed with the SEC and other sources believed to be reliable by us. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 127,984,887132,341,617 shares outstanding on March 22, 2021,28, 2022, adjusted as required by rules promulgated by the SEC. The number of shares of common stock used to calculate the percentage ownership of each listed beneficial owner includes the shares of common stock underlying options or convertible securities held by such beneficial owner that are exercisable or convertible within 60 days following March 22, 2021.28, 2022. Unless otherwise indicated, the address for each person or entity listed in the table is c/o Vir Biotechnology, Inc., 499 Illinois Street, Suite 500, San Francisco, California 94158.

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DELINQUENT SECTION 16(A)16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2020,2021, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with; except that one Form 4 report covering one transaction was filed late for Dr. VirginMr. More due to an administrative oversight.

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EXECUTIVE COMPENSATION

Compensation Discussion and& Analysis

Overview

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation philosophy, policies and programs underlying our executive compensation decisions for 2020.in 2021. This section provides a narrative overview of the factors relevant to these decisions and how compensation is awarded to our Named Executive Officersnamed executive officers (our “NEOs”) for the fiscal year ended December 31, 2020,2021, which consist of the following executives:

Executive Summary

Our mission is to createWe are a world without infectious disease

Vir a clinical-stagecommercial-stage immunology company focused on combining immunologic insights with cutting-edge technologies to treat and prevent serious infectious diseases. Infectious diseases are one ofamong the leading causes of death worldwide and can cause trillions of dollars of direct and indirect economic burden each year – as evidenced by the current coronavirus disease 2019 (the “COVID-19(“COVID-19”) pandemic”).pandemic.

Our current development pipeline consists of sotrovimab (previously VIR-7831; and where marketing authorization has been granted, marketed under the brand name Xevudy^®) and other product candidates targeting COVID-19, hepatitis B virus (“HBV”), influenza A virus and human immunodeficiency virus (“HIV”). We have assembled four technology platforms, focused on antibodies, T cells, innate immunity and small interfering ribonucleic acid (“siRNA”), through internal development, collaborations and acquisitions. We have built an industry-leading team that has deep experience in immunology, infectious diseases and product development.

2020 Business Highlights.development and commercialization. Given the global impact of infectious diseases, we are committed to developing cost-effective treatments that can be delivered at scale.

During 2020,2021 we rapidly responded to the COVID-19 pandemic and achieved several important business milestones and patient outcomes, including but not limited to the following:

COVID-19Delivered sotrovimab to patients around the world.

Extended our leadership in HBV functional cure development.

Expanded our existing collaboration with Glaxo Wellcome UK Limited and GlaxoSmithKline plc (Biologicals S.A. (individually and collectively referred to as “GSK”).

20202021 Executive Compensation Highlights

Our executive compensation program is designed to enable us to attract and retain the top talent necessary for the success of our long-term business strategy. For fiscalEach year 2020, we made few changesreview our current compensation practices to our program over the prior year, which represented our first year as a public company.ensure that they remain fair yet competitive. The highlights of our 20202021 executive compensation program are as follows:

20202021 Executive Compensation Policies and Practices

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Executive Compensation Philosophy and Overview

Our executive compensation program is designed to enable us to attract and retain keyoutstanding talent, to motivate management to achieve the Company’s critical strategic priorities, and to align management’s incentives with the long-term interests of our stockholders. In line with this philosophy, our executive compensation program consists of three primary elements:

The Compensation Committee believes that these three elements – balancing the portion of “base” and “at risk” compensation – compensation—serve to both compensate management for their service and align their interests with those of our shareholders.stockholders. Though the Compensation Committee has not adopted any formal policies or guidelines that dictate the allocation of compensation between these elements, the Compensation Committee reviews executive compensation annually to ensure both pay levels and mix remain competitive and allow us to attractrecruit and retain top talentthe caliber of executive officers necessary to advancefulfill our long-term strategic priorities.critical mission of creating a world without infectious disease.

Process forof Setting Executive Compensation

Role of the Compensation Committee and the Board

We look to encourage a broad performance orientation in our compensation programs and achieve this in part by developing a strong alignment between individual incentives and organizational objectives. Each year the Compensation Committee reviews our executive compensation strategy, evaluates and approves our compensation levels and design, assesses the risk profile of our executive incentive programs and evaluates both corporate performance and the individual performance of each executive officer.NEO.

TheSpecifically, the Compensation Committee evaluates several factors when determiningmeets towards the end of the year to review our NEOs’ pay levels as they relate to the broader market. Official compensation decisions for NEOs are typically made during the first Compensation Committee meeting of the following year. This two-step process gives the Compensation Committee time to thoughtfully determine each executive’sNEO’s individual pay elements and target total compensation opportunity, including ouropportunity.

In determining pay, the Compensation Committee evaluates several factors, including:

Role of Management

OurThe Compensation Committee works with management, including the CEO, when reviewing and setting executive compensation.compensation for all NEOs other than the CEO. Management generally provides information on corporate and individual performance updates on peer

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With the assistance of its compensation consultant, the Compensation Committee considers a number ofseveral factors when reviewing companies for inclusion; primary factors for consideration are industry (biotechnology and pharmaceuticals), stage of drug development with a preference for pre-commercial peers, and market valuation. Other key factors considered include similarity of our therapeutic and technological focus, number of employees, and breadth of platforms and clinical trials. The following 21 companies were approved in July 2019, prior to our IPO,September 2020 and were used as the basis of market analyses that formed one input into executivefor 2021 compensation reviews for 2020:decisions:

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Annual Base Salary

The base salaries for our executive officersNEOs are designed to provide them with a stable, fixed pay element for their services throughout the year. The Compensation Committee sets the base salary levels with consideration to the officer’seach NEO’s experience, skills and responsibilities, market data for similar roles at peer companies, the recommendations of the CEO and may also draw upon the experience of members of ourthe Board of Directors with executives at other companies.and broader market practices and data. The Compensation Committee reviews executive salaries each year – typically in connection with our annual performance review process – adjusting from time to time as appropriate to align with market competitive pay levels, accounting for individual responsibilities, performance and experience.

In February 2020,2021, consistent with the process detailed above, the Compensation Committee reviewed the base salaries of the NEOs.each NEO. At that time, the Compensation Committee increased thedecided to increase NEO base salaries for(other than the NEOs to recognize strong performance and to alignCEO) by 3.0%, consistent with market context andannual merit increases across the compensation strategy. Mr. Rice’s base salary was increased from $425,000 to $430,000 in February 2020 atrest of the annual compensation meeting. In July 2020, theCompany. The Compensation Committee further increased Mr. Rice’sdecided to increase the CEO’s base salary from $430,000$550,000 to $460,000$580,000 (+5.5%) to recognize increased responsibilities in connectionbe more in-line with his promotion from our Headcompensation of Human Resources to Chief Administrative Officer.peer CEOs.

The 20202021 base salaries for our NEOs were as follows:

Short-Term Corporate Incentive Plan

Our NEOs are eligible to receive an annual cash incentive based on individual and companyCompany performance, which is designed to incentivize our executivesNEOs to achieve critical short-term goals and to align their payouts with our business strategy.

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The target annual opportunities for our NEOs were as follows:

Payout of each executive’sNEO’s annual incentive is based on corporate attainment against a set of pre-determined goals approved by the Board of Directors each year following the recommendation of the Compensation Committee (typically in February). After corporate performance against the strategic goals has been approved, each executive’sNEO’s incentive is subject to a further adjustmentadjustments up or down based on the Compensation Committee’s qualitative determination of the executive’s individual performance for the year.

20202021 Corporate Incentive Plan Performance Objectives

As a pre-commercial biotechnology company, we do not have material revenue or profits at this stage and our success is best measured by achievementAt the beginning of critical research and development milestones. Thus, the annual incentive is designed to directly tie our executive’s pay outcomes to achievement of these critical strategic goals, while providingeach year, the Compensation Committee flexibilitydetermines the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success.

In February 2021, the Compensation Committee directionally aligned on two sets of goals: (1) one set assuming a positive data readout of the COMET-ICE trial and (2) another set assuming a negative data readout of the COMET-ICE trial. After receiving a positive data readout, the Compensation Committee officially approved a final set of goals in determining the overall level of corporate and individual achievement. May 2021.

For 2020,2021, our goals were defined across fivesix categories: clinical development, financial and business development, pre-clinical research, launch goals related to sotrovimab, people and culture and legal and compliance.

In February 2020,infrastructure. The weightings of each goal category are detailed in the Board approved a set of goals which focused primarily on HBV, Influenza A, and HIV, our therapeutic focuses at the time. However, with the onset of COVID-19 we broadened our business strategy to include the treatment and prevention of SARS-CoV-2 (the virus that causes COVID-19). In response, the Compensation Committee and the Board updated the annual incentive goals to reflect the additional focus for 2020, with several new goals related to COVID-19 introduced. The updated goals for 2020 were approved by the Board of Directors in May.table below.

20202021 Corporate Incentive Plan Outcomes

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In February 2021,2022, the Compensation Committee evaluated our achievement of the 20202021 corporate goals and determined that the corporate goals had been achieved at a level of 133%. Specifically,140% of target. The 2021 payout not only reflects above-target achievement of most of our corporate goals, but also recognizes our employees’ relentless efforts over the Compensation Committee considered our achievement against the pre-set goals as determined in May, and also factored in our performance in the contextcourse of the global pandemic.pandemic—carrying out clinical trials, ramping up production, collaborating with partners, negotiating with governments—ultimately resulting in sotrovimab’s worldwide supply and distribution while continuing to make progress across the rest of the Company’s product pipeline.

Payouts for each executive were further adjustedconsidered with respect to reflect individual performance; final 2020performance. Final 2021 payouts as a percentpercentage of target are detailed below:

When assessing the individual performance of the NEOs, the Compensation Committee considered the following contributions: Dr. Virgin’s bonus payout acknowledges that pre-clinical research exceeded their corporate goals. Mr. Rice’s bonus is reflective of his significant impact on multiple general and administrative groups.

Long-Term Incentive Compensation

Our equity-basedLong-term incentive compensation granted in the form of equity awards is a critical portion of our overall compensation program. Equity awards are designedintended to (i) further align ourthe interests and those of our NEOs with the interests of our stockholders, (ii) emphasize long-term financial performance, (iii) reward sustained share price appreciation and (iv) support the retention of our management team.

Given the nature of the Company and business, we have experienced high stock price volatility. Our stock price was in the top decile of our peers for fiscal year 2021 and our price varied between $26.34 and $83.07.

Despite the challenges with stock price volatility, we worked to design the program to emphasize long-term, sustained performance, which lead us to:

Our annual RSUs and NEOs. We believestock options both vest over a four-year period. The RSUs vest 25% annually, and the long-term naturestock options cliff vest at 25% after one year, then vest monthly thereafter.

The Board believes that the progress and performance during 2021 has demonstrated the productivity of the current technology platforms and the strong leadership of the executive equity awards’team. The Board believes the Company is well positioned to continue expanding the impact for patients across multiple disease areas and to create sustained, significant value and vesting is particularly critical tofor stockholders over the aligning executive interests with our strategic mission, as the awards will only have meaningful value over time to the extent that we’re successful in our clinical trials and providing valuable treatments to prevent and cure serious infectious diseases. The awards further contribute to a culture of ownership among the leadership team and promote the retention of superior talent crucial to outperformance.coming years.

For 2020 and historically, the2021 Annual Equity Awards

The Compensation Committee has granted periodicconsiders a variety of factors in determining the size of the annual equity grants to executive officers in response to consideration of a broad range of factors.awards. These factors include regular analyses of each executive’sNEO’s outstanding unvested and total equity holdings relative to peer executives, the total value of each executive’sNEO’s annual target compensation package relative to peer executives, promotions or changes in role, recognition of significant contributions and retention objectives,objectives.

We calibrated the number of shares based on the factors above. During that process, our stock price generally traded in the $30 to $40 range, but at the time of the grant, our stock price increased to $67.38. Following the change in price, we chose to maintain the same number of shares, acknowledging the following factors:

The number of shares granted to our NEOs.

In 2020, the Compensation Committee recommended and the Board approved two equity awards to NEOs: a February grant of 60,000 options to Mr. Horn in light of continued strong performance and in response to his equity ownership relative toNEOs are outlined below:

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Code of 1986, as amended (the “Code”). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. We currently match 100% of employee contributions of the first 3% of eligible compensation, and 50% of contributions on the next 2% of eligible compensation. Participants are immediately and fully vested in all contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, and the 401(k) plan’s related trust is intended to be tax-exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to participants until distributed from the 401(k) plan.

Perquisites

We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances, such as the temporary housing allowances provided to Drs.Dr. Virgin, and Kamarck, as described below under “—Agreements with Named Executive Officers—Agreement with Herbert (“Skip”) Virgin, M.D., Ph.D.” and “—Agreements with Named Executive Officers—Agreement with Michael Kamarck, Ph.D.”reimbursements for Dr. Hanly’s relocation to San Francisco.

Post-Employment Compensation

Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan, as described in more detail below in the section entitled “—Potential Payments Upon Termination or Change of Control.” The plan provides for a combination of a lump-sum cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting is generally subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO.

Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe these arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining talented individuals. In addition, since we believe it may be difficult for our executive officersNEOs to find comparable employment following an involuntary termination of employment in connection with or following a change in control of the Company, these payments and benefits are intended to ease the consequences to an executive officera NEO of an unexpected termination of employment. By establishing these payments and benefits, we believe we can mitigate the distraction and loss of executive officersour NEOs that may occur in connection with rumored or actual fundamental corporate changes and thereby protect stockholder interests while a transaction is under consideration or pending.

CEO Pay Ratio

Under the rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the CEO (the “CEO Pay Ratio”).

Measurement Date

We identified the median employee using our employee population as of December 31, 2021 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

Consistently Applied Compensation Measure (“CACM”)

To identify the median employee, we aggregated for each employee as of December 31, 2021: (1) annual base salary, (2) the actual bonus paid for 2021 and (3) the estimated grant date fair value of equity awards granted during the fiscal year ended December 31, 2021. Salaries for employees hired during 2021 were annualized, and we applied an annual average exchange rate to our Swiss employees to convert their pay to U.S. Dollars.

Pay Ratio

After applying our CACM methodology, we identified a group of employees whose compensation was at or near the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. Next, we calculated the median employee’s annual compensation in accordance with the requirements of the Summary Compensation Table.

Our median employee compensation in 2021 as calculated using the Summary Compensation Table requirements was $402,518. Our CEO’s compensation in 2021 as reported in the Summary Compensation Table as $20,682,838. Therefore, our CEO Pay Ratio for 2021 is approximately 52:1.

We believe the pay ratio reported above is a reasonable estimate based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation 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. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio as reported above, as other companies have different employee populations and pay practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Accounting and Tax Considerations

While the Compensation Committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2021. Under Financial Accounting Standard Board ASC Topic 718 (“ASC Topic 718”), we are required to estimate and record an expense for each share-based payment award (including stock options) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718. Our Compensation Committee has considered, and may in the future consider, the grant of performance-based or other types of stock awards to our executive officers in lieu of or in addition to stock options in light of the accounting impact of ASC Topic 718 and other considerations.

Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”of 1986, as amended (the “Code”), compensation paidgenerally disallows a tax deduction to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable yearpublic companies for any covered employee is generally non-deductible.

However, Section 162(m) provides a reliance period exception for corporations that became publicly held on or before December 20, 2019, pursuant to which the deduction limit under Section 162(m) does not apply to certain compensation paid (or in some cases, granted) pursuant to a plan or agreement that existed during the period in which the corporation was not publicly held, subject to certain requirements and limitations. Under Section 162(m), this reliance period ends upon the earliest of the following: (i) the expiration of the plan or agreement; (ii) the material modification of the plan or agreement; (iii) the issuance of all employer stock and other compensation that has been allocated under the plan; or (iv) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the corporation’s initial public offering occurs.

Compensation paid to each of the Company’s “covered employees” in excess of $1 million perpaid in any one year to each of certain of the company’s current and former executive officers. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, tax legislation signed into law in December 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year generallyto each of the specified officers that is not covered by the transition rules will not be deductible unless it qualifies for the reliance period exception under Section 162(m). Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m), as well as other factors beyond the control of the Compensation Committee, no assurance can be given that any compensation paid by the Company will qualify for the reliance period exception under Section 162(m) and be deductible by the Company in the future. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s NEOs in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.us.

Risk Assessment Concerning Compensation Practices and Policies

Each year, ourthe Compensation Committee reviews our compensation policies and programs to assess whether they may encourage our employees and executives to take inappropriate risks. In May 2020 ourJune 2021 the Compensation Committee reviewed our current compensation plans, including the mix of fixed and variable compensation, performance metrics, program oversight, measurement and payout timing, discretion and caps on short-term incentives, award size, vesting schedules and other terms of long-term equity incentives andas well as other incentive opportunities and their features. After reviewing each of our compensation plans, the Compensation Committee determined that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our Company as a whole.

Compensation Committee Interlocks and Insider Participation

As noted above, ourthe Compensation Committee consists of Robert More, Philip Sharp, Elliott Sigal and Robert Perez. None of the members of ourthe Compensation Committee during 20202021 has at any time been our officer or employee. None of the members of our Compensation Committee during 2020 had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. None of our executive officers serve, or in the past fiscal year has served, as a member of the Boardboard of directors or the Compensationcompensation committee of any entity that has one or more of its executive officers serving on ourthe Board of Directors or Compensation Committee.

Compensation Committee Report*

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this Proxy Statement with management and, based on such review and discussions, the Compensation Committee has approved the inclusion of the Compensation Discussion & Analysis in this Proxy Statement and incorporatedits incorporation by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021, for filing with the SEC.

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Compensation Committee

Mr. Robert More (Chair)

Ms. Janet Napolitano

Dr. Philip Sharp

Dr. Elliott Sigal

Mr. Robert Perez

Summary Compensation Table

The table below summarizes the total compensation for each of (i) Dr. Scangos, Mr. Horn and Dr. Virgin for the years ended December 31, 2018, 2019, 2020 and 2020;2021 and (ii) Mr. Horn for the years ended December 31, 2019,Dr. Pang and 2020; and (iii) Dr. Kamarck and Mr. RiceHanly for the year ended December 31, 2020.2021. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2020,2021, please see the Compensation Discussion & Analysis and the narrative to this table.