VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 202119, 2023

Dear Stockholder:

YouOn behalf of the Board of Directors, you are cordially invited to attend the 20212023 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, 202119, 2023, 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/VIR2021VIR2023 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 of Internet Availability of Proxy Materials 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’ threefour nominees for director named herein to hold office until the 20242026 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 selectionappointment 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, 2021.2023.

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, 2021.30, 2023. 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 HornSung Lee

Secretary

San Francisco, California

April 6, 20217, 2023

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 foster a diverse and inclusive workforce and to uphold the highest legal, economic and ethical standards.

Proposal 1 — Election of Directors

Each Class I 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 21.

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 Appointment of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. Detailed information about this proposal can be found beginning on page 23.

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VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

PROXY STATEMENT

FOR THE 20212023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 202119, 2023

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 20212023 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, 202119, 2023, at 11:30 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2021VIR2023 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, 2023, 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, 2023.

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.VIR2023. To participate in the Annual

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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, 2021.19, 2023. 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, 20222024 and February 19, 2022.2024. 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.nominations, including the requirements of Rule 14a-19 under the Exchange Act.

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.

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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,I, whose term of office expires at the Annual Meeting: Robert Nelsen, Robert Perez,More, Janet Napolitano, Vicki Sato, Ph.D., and Phillip Sharp,Elliott Sigal, M.D., Ph.D. Mr. Nelsen, Mr. PerezMore and Dr. SharpSato were previously elected to ourthe Board by our stockholders. In connection with the increase in the size of the Board from 9 to 10 members in July 2020, Dr. Sigal was appointed to the Board by the other then-serving directors. In connection with a newly created vacancy on the Board, following the resignation of a director, in August 2020, Ms. Napolitano was appointed to the Board by the other then-serving directors. Mr. Nelsen, Mr. PerezMore, Ms. Napolitano, Dr. Sato and Dr. SharpSigal 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. PerezMore, Ms. Napolitano, Dr. Sato and Dr. SharpSigal are each current directors and were each recommended for election to the Board as Class III 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 20242026 Annual Meeting of Stockholders, and until histheir successor is duly elected and qualified, or until histheir earlier death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Five of the then-serving directors attended the Company’s 2022 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 aton the Annual Meeting.election of directors. Accordingly, the threefour 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 threefour 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 20242026 Annual Meeting

Robert NelsenMore, 57,55, has served as a member of our Board of Directors since April 2016. Mr. Nelsen co-founded ARCH Venture Partners, L.P. (“ARCH Venture Partners”) in 1986 and has served as a Managing Director since 1994. Mr. Nelsen has served on the board of directors of Denali Therapeutics, Inc. since May 2015, Karuna Therapeutics, Inc. since August 2018, Beam Therapeutics, Inc. since June 2017, and Sana Biotechnology, Inc. since October 2018, each a public biotechnology company, and currently serves on the board of directors of a number of private companies. Mr. Nelsen previously served on the board of directors of a number of public biotechnology companies, including Unity Biotechnology, Inc. from 2011 to 2021, 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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2008, respectively. Mr. More has served on the board of directors of Tyra Biosciences, Inc., a U.S. publicly traded biotechnology company, since 2018. He also currently serves on the boardboards of directors of the following private biotechnology companies: Affinivax, Inc., a biotechnology company, eGenesis, a biotechnology company, Qihan Biotech a biotechnology company,and Sirenas, LLC, a biotechnology company, Tyra Biosciences, Inc., a biotechnology company, and as an advisor on Liquiglide,for LiquiGlide, Inc., a private biotechnology company. Mr. More previously served on the boardboards of directors of the following publicU.S. publicly traded companies: Achaogen, Inc., a biopharmaceutical company, Carticept Medical, Inc., a medical device company, Cartiva, a medical device company, Neothetics Inc., a pharmaceutical company, Glaukos Corporation, a medical technology company, IntraLase Corp., a medical device company acquired by Advanced Medical Optics in 2007, and Sienna Biopharmaceuticals, Inc., a clinical-stage biopharmaceutical company. He also previously served on the boardboards of directors of the following private life sciences companies: Carticept Medical, Inc., Cartiva, Inc., ESP Pharma, Inc., Proxima Therapeutics, Inc., NovaCardia, Inc., Esprit Pharma, Inc. and Oceana Therapeutics, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Program and previously served on the boardboards of directors of One Revolution and The Foundation for Innovative New Diagnostics (FIND). Mr. More currently serves on one of the governing boards of the Biotechnology Innovation Organization (BIO). He received his B.S. in Biology from Middlebury College and an M.B.A. from the Darden School of Business Administration at the University of Virginia.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe that Mr. More is qualified to serve on ourthe Board of Directors due to his experience serving on the Boardboards of Directorsdirectors of clinical-stage biotechnology companies, his extensive experience as a director of public companies and his investment experience in the life sciences industry.

Vicki Sato, Ph.D.Janet Napolitano, 72, has served as Chairman of our Board of Directors since December 2016. She was a professor of management practice at Harvard Business School from September 2006 to July 2017 and was a professor in the Department of Molecular and Cell Biology at Harvard University from July 2005 until October 2015. Previously, she served as President of Vertex Pharmaceuticals, Inc. (“Vertex”), a publicly-traded biotechnology company, which she joined in 1992. Prior to becoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President of Research and Development. Prior to joining Vertex, Dr. Sato served as Vice President of Research at Biogen. Dr. Sato is a member of the board of directors of the following public companies: Bristol Myers Squibb Company, BorgWarner, Inc., Denali Therapeutics, Inc., and Akouos, Inc. Dr. Sato received her A.B. in Biology from Radcliffe College and her A.M. and Ph.D. in Biology from Harvard University. She conducted her postdoctoral work at both the University of California, Berkeley and Stanford Medical Center.

Our Nominating and Corporate Governance Committee and Board of Directors believe Dr. Sato is qualified to serve on our Board of Directors due to her experience as a senior executive and as a director of several life sciences companies, and because of her knowledge of our industry.

Elliott Sigal, M.D., Ph.D., 69, has served on our Board since July 2020. Dr. Sigal served as Chief Scientific Officer of Bristol-Myers Squibb (“BMS”) from October 2004 until his retirement in June 2013 and was a member of the board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, he was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. Dr. Sigal currently serves as a member of the board of directors for Adaptimmune Therapeutics plc, a role he has held since 2014. Dr. Sigal65, has served on the Board of Surface Oncology since 2018 and is a member of its Nominating & Corporate Governance Committee. In addition, Dr. Sigal is an advisor to the life sciences venture firm New Enterprise Associates and consults for select biopharmaceutical companies. Dr. Sigal holds B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University and an M.D. from the University of Chicago. He completed his training in internal medicine and pulmonary medicine at the University of California, San Francisco (“UCSF”). He received his research training at the Cardiovascular Research Institute at UCSF, where he served on the faculty of the UCSF Department of Medicine.

Our Nominating and Corporate Governance Committee and Board of Directors believe Dr. Sigal is qualified to serve on our Board of Directors due to his extensive experience in the life sciences industry and his extensive leadership experience.

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biopharmaceutical companies. Previously, Dr. Sigal served as Chief Scientific Officer and President of Research & Development of BMS from October 2004 until his retirement in June 2013 and served on the board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, he was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. Dr. Sigal has served on the boards of directors for Adaptimmune Therapeutics plc, a U.S. publicly traded clinical-stage biopharmaceutical company, since 2014, Surface Oncology, Inc., a U.S. publicly traded immuno-oncology company, since 2018, Affinia Therapeutics Inc., a private preclinical stage gene therapy company, since 2020 and Tessera Therapeutics, a private biotechnology company, since 2021. In addition, Dr. Sigal co-chairs the Scientific Advisory Board for Amgen Inc., a U.S. publicly traded biopharmaceutical company (“Amgen”), and is a member of the Scientific Steering Committee for the Sean Parker Institute for Cancer Immunology. Dr. Sigal previously served as a director of Spark Therapeutics, Inc. and the Mead Johnson Nutrition Company. Dr. Sigal holds B.S., M.S. and Ph.D. degrees in industrial engineering from Purdue University and an M.D. from the University of Chicago. He completed his training in internal medicine and pulmonary medicine at University of California, San Francisco (“UCSF”). He received his research training at the Cardiovascular Research Institute at UCSF, where he served on the faculty of the UCSF Department of Medicine.

The Nominating and Corporate Governance Committee and Board of Directors believe Dr. Sigal is qualified to serve on the Board of Directors due to his extensive backgroundexperience in the technologylife sciences industry and his investment activitiesextensive leadership experience.

The Board of Directors Recommends

A Vote “For” Each Named Nominee.

Directors Continuing in Office Until the 2024 Annual Meeting

Marianne De Backer, MSc, Ph.D., MBA, 54, has served as our Chief Executive Officer and a member of the Board of Directors since April 2023. From September 2019 to March 2023, Dr. De Backer served as Executive Vice President, Head of Pharmaceuticals Strategy, Business Development and Licensing/Open Innovation, and a member of the Executive Committee for Bayer Pharmaceuticals, a multinational pharmaceutical and biotechnology company. Previously, from 1991 through 2019, she was at Johnson & Johnson, a pharmaceutical company, where she most recently held global Business and Corporate Development roles including the position of Vice President of M&A Operations and Divestitures globally for the Pharmaceuticals Group and head of Infectious Diseases & Vaccines Business Development. Prior to that she led a commercial business unit in Europe as well as drug discovery research in both Europe and the United States. Dr. De Backer currently serves as a non-executive Director on the Board of Directors of the Gladstone Foundation, a nonprofit organization, and Kronos Bio, Inc.*, a U.S. publicly traded biotechnology company. Dr. De Backer previously served on the board of directors of Arrowhead Pharmaceuticals Inc., a U.S. publicly traded biotechnology company, from 2019 until April 2023. Dr. De Backer holds a Master in molecular biology from the Vrije Universiteit Brussels, a Master in engineering and biochemistry and a Ph.D. in biotechnology from the Ghent University, Belgium and an MBA from Erasmus University, Rotterdam.

The Nominating and Corporate Governance Committee and Board of Directors believe Dr. De Backer is qualified to serve on the Board of Directors due to her extensive scientific training, business acumen, significant knowledge and experience in the life science sector.biotechnology, healthcare and pharmaceutical industries and the perspective and experience she brings to the role of Vir’s Chief Executive Officer.

Saira Ramasastry

Robert Nelsen, 45,59, 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 boards of directors of Lyell Immunopharma, Inc. since September 2018, Sana Biotechnology, Inc. since October 2018 and Prime Medicine, Inc. since September 2020, each a U.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 boards of directors of a number of private companies. Mr. Nelsen previously served on the boards of directors of a number of U.S. publicly traded biotechnology companies, including Denali Therapeutics, Inc., from 2015 to June 2022, Karuna Therapeutics, Inc. from 2018 to June 2021, Beam Therapeutics, Inc. from 2017 to May 2021, Unity Biotechnology, Inc. from 2011 to December 2020, Agios Pharmaceuticals, Inc. from 2007 to June 2017, Fate Therapeutics, Inc. from 2007 to June 2014, Syros Pharmaceuticals, Inc.

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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. from 2014 to November 2015, Sienna Biopharmaceuticals, Inc. from 2015 to September 2018 and Gossamer Bio, Inc. from January 2018 to December 2018 (prior to its initial public offering) and on the board of directors of Revolution Healthcare Acquisition Corp., a special purpose acquisition company, from 2021 to April 2022. He previously served as a trustee of the Fred Hutchinson Cancer Research Institute and the Institute for Systems Biology, and was a member of the board of directors of the National Venture Capital Association. Mr. Nelsen received a B.S. from the University of Puget Sound with majors in Economics and Biology and an M.B.A. from the University of Chicago.

The Nominating and Corporate Governance Committee and Board of Directors believe Mr. Nelsen is qualified to serve on the Board of Directors due to his venture capital experience in the biotechnology industry.

Robert Perez, 58, has served as a member of the Board of Directors since January 2017. Mr. Perez has been an Operating Partner at General Atlantic, a global growth equity firm, since January 2019, the Executive Chairman and member of the board of directors of Akili Interactive Labs, Inc., a private biotechnology company, since 2017, the founder and Chairman of Life Science Cares, a non-profit organization, since 2016, and was the founder and Managing Partner at Vineyard Sound Advisors, LLC, a biopharmaceutical consulting firm, from March 2015 to December 2018. He previously served as Chief Executive Officer of Cubist Pharmaceuticals, Inc. (“Cubist”), a U.S. publicly traded pharmaceutical company, from January 1, 2015 until Cubist was acquired by Merck & Co., Inc. later that month. Mr. Perez joined Cubist in 2003 as Senior Vice President, Sales and Marketing, and served as Executive Vice President and Chief Operating Officer from 2007 to 2012 and President and Chief Operating Officer from 2012 to December 2014. Prior to joining Cubist, Mr. Perez held positions of increasing responsibility at Biogen from 1995 to 2003, most recently as Vice President of Biogen’s CNS business unit. Mr. Perez previously held various sales and marketing positions at Zeneca Pharmaceuticals, a multinational pharmaceutical company. Mr. Perez also currently serves on the board of directors of Immunocore Holdings plc., a U.S. publicly traded biotechnology company, and as a member of the Board of Trustees at the Dana-Farber Cancer Institute, Inc. Mr. Perez served on the boards of directors of Cidara Therapeutics, Inc., a U.S. publicly traded biotechnology company, from March 2015 to June 2018, Flex Pharma, a U.S. publicly traded biotechnology company, from September 2015 to January 2018, Cubist from April 2014 to January 2015, Unum Therapeutics Inc. (now known as Cogent Biosciences, Inc.), a U.S. publicly traded biopharmaceutical company, from March 2018 to June 2019, Zafgen, Inc. (“Zafgen”), a clinical-stage biotechnology company, which merged with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc., from September 2015 to June 2020, AMAG Pharmaceuticals, Inc., a U.S. publicly traded pharmaceutical company which was acquired in November 2020, from February 2009 to November 2020, and Spark 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.

The Nominating and Corporate Governance Committee and Board of Directors believe Mr. Perez is qualified to serve on the Board of Directors due to his expertise and experience as an executive in the pharmaceutical industry and his board experience.

Phillip Sharp, Ph.D., 78, has served on the Board of Directors since January 2017. Dr. Sharp has been an institute professor at Massachusetts 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 serves on the board of directors of Alnylam Pharmaceuticals, Inc., a U.S. publicly traded biopharmaceutical company, and served on the board of directors of Syros Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from 2013 until its merger with Tyne Technologies, Inc. in 2022. 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.

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

Directors Continuing in Office Until the 2025 Annual Meeting

Jeffrey S. Hatfield, 65, has served as a member of the Board of Directors since December 2020. Mr. Hatfield has been the Chairman of Vividion Therapeutics, Inc. (“Vividion”), a private biotechnology company that was acquired in August 2021 as

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an arm’s length subsidiary of Bayer Pharmaceuticals, Inc, since January 2023. He previously served as Vividion’s Chief Executive Officer from November 2020 until January 2023. Mr. Hatfield has also served as Chairman of ROME Therapeutics, Inc., a private biotechnology company, since July 2022. Previously, he served as Chief Executive Officer and board member of Zafgen from October 2017 until its acquisition of, and name change to, Larimar Therapeutics, Inc. in May 2020, and as President, Chief Executive Officer and board member of Vitae Pharmaceuticals, Inc. (“Vitae”), a clinical-stage public biotechnology company, from March 2004 until its acquisition by Allergan plc in October 2016. Prior to working at Vitae, Mr. Hatfield served in numerous executive capacities at BMS, including Senior Vice President of BMS’ Immunology and Virology divisions, President and General Manager of BMS Canada and Head of U.S. Market Access. Mr. Hatfield has previously served on the boards of directors of several publicly traded biotechnology companies, including MiRagen Therapeutics, Inc. (Chairman) from August 2017 until June 2021 shortly after its acquisition of, and name change to, Viridian Therapeutics in October 2020, aTyr Pharma, Inc. from April 2017 to April 2021, Ambit Biosciences Corp. prior to its acquisition by Daiichi Sankyo Company, Ltd. in November 2014, and InVivo Therapeutics, Inc. from October 2016 to December 2018. He is an adjunct professor teaching entrepreneurship to doctorial students at 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, 47, 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 consortium.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 board of directors of Sangamo TherapeuticsDay One Biopharmaceuticals, Inc and Mirum Pharmaceuticals, Inc. and Akouos, Inc. (each, each a U.S. publicly traded company)biotechnology company, and Glenmark Pharmaceuticals, Ltd. (a, a BSE and NSE-traded public company), pharmaceuticals company, and previously served as a directoron 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 2020.2020, Sangamo Therapeutics, Inc., a biotechnology company, from 2012 to 2022, and Akouos, Inc., a biotechnology company, from 2020 until it was acquired by Eli Lilly and Company in 2022 (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.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.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Ms. Ramasastry is qualified to serve on ourthe 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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served on the board of directors of Exelixis Inc., from 1996 to 2020; and Anadys Pharmaceuticals, Inc., a biopharmaceutical company, from 2003 to 2010.2020. 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.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Dr. Scangos is qualified to serve on ourthe 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 former President and Chief Executive Officer.

Jeffrey Hatfield, 63, has served on our Board since December 2020. Mr. Hatfield currently serves as the chief executive officer of Vividion Therapeutics, Inc., a private biotechnology company. Previously, he served as chief executive officer of Zafgen, Inc. from October 2017 until its acquisition by Larimar Therapeutics, Inc. in May 2020, and as president and chief executive officer of Vitae Pharmaceuticals, Inc., 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 BMS, including senior vice president of BMS’s Immunology and Virology divisions, president of BMS Canada, and head of U.S. market access. Mr. Hatfield currently serves as a director on the boards of publicly traded biotechnology companies aTyr Pharma, Inc. since April 2017 and MiRagen Therapeutics, Inc. since August 2017, and has previously served as a director of Zafgen, Inc., prior to its acquisition by Larimar Therapeutics, Inc. in May 2020, Ambit Biosciences Corporation, prior to its acquisition by Daiichi Sankyo Company, Ltd. in November 2014, InVivo Therapeutics, Inc. from October 2016 to December 2018 and Vitae Pharmaceuticals, Inc., prior to its acquisition by Allergan plc in October 2016. 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.

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

Executive Officers

Set forth below is biographical information for each of our executive officers other than Dr. Scangos,De Backer, whose biographical information is set forth above.

Howard HornJohanna Friedl-Naderer, 43,55, has served as our Executive Vice President and Chief FinancialOperating Officer since April 2022 and served as our Executive Vice President and Chief Business Officer, Global from March 2017.2022 to April 2022. As our Chief Operating Officer, Ms. Friedl-Naderer is responsible for business development, finance, product development/regulatory and corporate affairs. Prior to joining us, Mr. Horn servedMs. Friedl-Naderer held various positions at Biogen from February 2001 to March 2022, most recently serving as its Vice President Business Planning from June 2015 to October 2016,of Europe, Canada & Partner Markets at Biogen and as a member of Biogen’s Global Leadership Team, where he led Biogen’s resource allocation processes across all functionsshe was fully responsible for the regional P&L 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 previouslyworking on global commercial aspects of the business including strategy, planning and execution. During her more than 20-year tenure at Biogen, she held positions of increasing responsibility asacross a consultantwide range of functions, building and leading teams in advancing access to medicines for the Pharmaceuticaltreatment of neurological conditions, including multiple sclerosis, spinal muscular atrophy, amyotrophic lateral sclerosis and Medical Products Practice at McKinsey & Company, from 2004 to 2013, and as an equity research analyst inAlzheimer’s disease. Ms. Friedl-Naderer has also served on several boards of directors, including the Life Sciences group at UBS Group AG, from 1999 to 2002. Mr. Horn received his B.A. in Economics from Princeton University and his M.B.A. from the Wharton Schoolboards of directors of the UniversityEuropean Federation of Pennsylvania.Pharmaceutical Industries & Associations (EFPIA), the Swiss-American Chamber of Commerce, Interpharma and the council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA).

Ann (Aine) M. Hanly, Ph.D., 51,53, has served as our Chief Technology Officer since March 2021 and as our Executive Vice President since December 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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Phillip Pang, M.D., Ph.D.,46, 48, has served as our Chief Medical Officer since December 2018.2018, our Executive Vice President since December 2021 and our Interim Head of Research since August 2022. Prior to that, Dr. Pang served as our Senior Vice President, Development from September 2017 to December 2018. From December 2016 to September 2017, Dr. Pang served as our Vice President, Clinical. From January 2016 to December 2016, Dr. Pang served as Chief Medical Officer of Riboscience LLC, a biotech startup focused on developing small molecule antivirals, where he oversaw both pre-clinical and clinical development. From May 2011 to November 2015, he worked as Program Lead at Gilead Sciences, Inc. (“Gilead”), a biopharmaceutical company, where his responsibilities included, among other things, leading a large matrix team responsible for worldwide approval of a hepatitis C treatment. Dr. Pang received his B.S. in Biological Sciences from Stanford University, his Ph.D. in Biochemistry and Biophysics from Columbia University and his M.D. from Columbia University Vagelos College of Physicians and Surgeons.

Herbert (Skip) Virgin, M.D., Ph.D.,65,has served as our Executive Vice President of Research and Chief Scientific Officer since January 2018. From July 1990 to February 2019, Dr. Virgin was a full-time member of the faculty of Washington University School of Medicine, St. Louis, Missouri. At Washington University School of Medicine he served as the Edward Mallinckrodt Professor and Chair of the Department of Pathology & Immunology from 2006 until 2017. He maintains an association with Washington University as a non-tenured faculty member. Earlier in his career, Dr. Virgin trained in internal medicine at Brigham and Women’s Hospital in Boston and in infectious diseases at Barnes Hospital in St. Louis. He is a member of the American Society for Clinical Investigation, the Association of American Physicians, the American Academy of Microbiology and the National Academy of Sciences. Dr. Virgin previously served on the Board of Reviewing Editors of Science, and is currently on the Editorial Boards of Cell and Cell Host and Microbe. Dr. Virgin received his A.B. in Biology, his M.D. and his Ph.D. in Immunology from Harvard University and Harvard Medical School.

Steven Rice, 6163 has served as our Chief Administrative Officer since August 2020.2020 and our Executive Vice President since December 2021. Mr. Rice is responsible for human resources, legal, information technology, facilities and employee communications.environmental, health and safety. Mr. Rice held the Chief Human Resources Officer position since joining the Company in September 2019. Prior to joining the Company,us, Mr. Rice was the Chief Human Resources Officer for the Bill & Melinda Gates Foundation from May 2015 to May 2019, where he led human resources, facilities, events and travel. Prior to the Bill & Melinda Gates Foundation, Mr. Rice was the Executive Vice President of global human resources at Juniper Networks, Inc., a technology company, from February 2006 to May 2015. Mr. Rice also chaired Juniper Networks’ Corporate Foundation. Additionally, Mr. Rice has held several human resources leadership positions at Hewlett-Packard Company, a computer hardware company, from 1981 to 2006, including Vice President of Human Resources Global Operations. Mr. Rice received his A.A. in business administration and management from De Anza College.

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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 hertheir 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. De Backer and 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. De Backer and 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 4547 to 7678 and include three4 women and four3 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 20202022 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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The Board of Directors has also determined that Ms. Ramasastry and Mr. More each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Ms. RamasastryRamasastry’s and Mr. More’s level of knowledge and experience based on a number of factors, including their respective formal education and experience in financial and executive roles.

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, 20202022, 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, 2020.2022.

Audit Committee

Ms. Saira Ramasastry (Chair)

Mr. Jeffrey S. Hatfield

Mr. Robert More

Mr. Robert Perez Mr. Jeffrey Hatfield

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our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve theany such consultant’s or advisor’s reasonable fees and other retention terms. 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.

In the beginning of 2022 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 members of the Nominating and Corporate Governance Committee were: Mr. Hatfield, Mr. Nelsen, Mr. Nishar and Dr. Sato. Mr. Hatfield serves as the chair of the Nominating and Corporate Governance Committee. Mr. Nishar left the Board effective May 20, 2022. In addition, on September 8, 2022, Ms. Napolitano was appointed to the Nominating and Corporate Governance Committee. The current members of the Nominating and Corporate Governance Committee are Dr. Sato,are: Mr. Nishar,Hatfield, Ms. Napolitano, Mr. Nelsen and Ms. Napolitano. OurDr. Sato. 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 hertheir 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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Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. OurThe Nominating and Corporate Governance Committee’s priority in selecting board members is identification of persons who will further the interests of our companythe Company through his or hertheir established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

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 wasCandidates who are recommended by a stockholder.stockholders will be considered in the same manner as candidates from other sources. 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, 2024, and no earlier than 120 days prior to the anniversary of the prior year’s annual meeting of stockholders;January 20, 2024; provided, however, that in the event that the date of the annual meeting is moreearlier than 30 days beforeApril 19, 2024 or morelater than 30 days after such anniversary date,June 18, 2024, 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 proposed date of 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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senior management, Chief Executive Officer performance evaluation and succession planning and board committees and compensation. The Corporate Governance Guidelines isare available in the “Investors–Corporate Governance” section ofon our website www.vir.bio.

Hedging Policy

Our insider trading policyInsider Trading Policy prohibits our employees, directors and designated consultants from engaging in “hedging”, pledging our securities as collateral for a loan or other monetization transactions with respect to our common stock or borrowing against our common stock.

Clawback Policy

17In 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 their 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 their 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 their 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. Options, whether vested or unvested, are assigned no value under the equity ownership guidelines.

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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, 2022. Highlights of our 2022 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.

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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. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

The Board of Directors Recommends

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

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PROPOSAL 3

RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selectedappointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212023, and has further directed that management submit the selectionappointment 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 selectionappointment of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selectionappointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection,appointment, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selectionappointment 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 selectionappointment of our independent registered public accounting firm. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if applicable, will have no effect.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20202022 and 20192021, 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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The Board of Directors Recommends

A Vote “For” Proposal 3.

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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, 2021April 3, 2023, 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 127,984,887133,931,374 shares outstanding on March 22, 2021,April 3, 2023, 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.April 3, 2023. The shares described as “owned” are shares of our common stock directly or indirectly owned by each listed person, rounded up to the nearest whole share. 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, 2020,2022, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with;with except that one Form 4 report covering one transactiontwo transactions was filed late for Dr. Virgin due to an administrative oversight.Scangos and that the initial Form 3 and one Form 4 covering two transactions for Ms. Friedl-Naderer were filed late.

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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 2022. 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, 2020,2022, 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 pandemic”(“COVID-19”). pandemic.

Business Highlights

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 targetingCOVID-19, hepatitis B virus (“HBV”), hepatitis D virus (“HDV”), 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 2020,2022 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-19

HBV

•

Executed next steps in groundbreaking influenza prevention portfolio: Initiated new Phase 1b and Phase 2 clinical trials and secured investment from Biomedical Advanced Research and Development Authority (“BARDA”) for the development of candidates for influenza and potentially other infectious diseases.

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Initiated a proofCEO Transition

On January 19, 2023, Dr. Scangos notified the Board of concept trial for our antibody that mayDirectors of his decision to retire as Chief Executive Officer and President effective April 3, 2023. Following his retirement, Dr. Scangos will transition to an advisory role through June 2, 2023, and will continue to serve on the Board of Directors as a T cell vaccine, VIR-3434;Class III director until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

2022 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 emphasis is on the “at risk” elements of pay through short-term and long-term incentives. 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.

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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, R&D spend, and breadth of platforms and clinical trials. The following 2122 companies were approved in July 2019, prior to our IPO,December 2021 and were used as the basis of market analyses that formed one input into executivefor 2022 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 2020,2022, 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 the base salaries for Mr. Horn, Dr. Pang, and Dr. Virgin by approximately 3%, consistent with annual merit increases across the NEOsrest of the Company. The Compensation Committee increased the base salaries for Dr. Scangos and Dr. Hanly by 12.1% and 7.9%, respectively, to recognize strong performance and to alignbe more in-line with market context and the compensation strategy. Mr. Rice’s base salary was increased from $425,000 to $430,000 in February 2020 at the annual compensation meeting. In July 2020, the Compensation Committee further increased Mr. Rice’s base salary from $430,000 to $460,000 to recognize increased responsibilities in connection with his promotion from our Head of Human Resources to Chief Administrative Officer.practice.

The 20202022 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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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.

20202022 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 flexibility in determiningdetermines the overall levelannual corporate performance objectives that are intended to be the most significant drivers of corporateour short-term and individual achievement. long-term success.

For 2020,2022 our goals were defined across fiveseven categories: clinicalcommercial, development, research, financial and business development, pre-clinical research,corporate affairs, legal, infrastructure and compliance goals, and people and culture, and legal and compliance.culture. The weightings of each goal category are detailed in the table below.

In February 2020, 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.

20202022 Corporate Incentive Plan Outcomes

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In February 2021,2023, the Compensation Committee evaluated our achievement of the 20202022 corporate goals and determined that the corporate goalsthey had been achieved at a level of 133%. Specifically,70.0% of target for Executive Vice Presidents, including our NEOs. While the Compensationexecution was there to deliver on certain goals, emerging COVID-19 variants and the status of sotrovimab with the U.S. Food and Drug Administration impacted our ability to achieve several of our commercial and development goals. Additionally, we did not achieve all our pre-clinical research goals for 2022. Notwithstanding, the Company continued to execute on key priorities across the rest of our pipeline and achieved other major milestones that were not originally anticipated or part of the corporate goals, which the Committee considered our achievement againstin determining the pre-set goals as determined in May, and also factored in our performance in the context of the global pandemic.70.0% corporate attainment.

Payouts for each executive were further adjustedconsidered with respect to reflect individual performance; final 2020performance. Final 2022 payouts as a percentpercentage of target are detailed below:

When assessing the individual performance of the NEOs, the Compensation Committee considereddecided to set individual attainment for Drs. Pang and Hanly, and Ms. Friedl-Naderer at 120% of target based on their individual contributions throughout the following contributions:year. Dr. Virgin’s bonusScangos’ and Mr. Horn’s individual attainment were set at 100% of target.

Dr. Scangos’ payout acknowledgesreflects his leadership of the Company through a seminal year: having remained on the front lines of the COVID-19 pandemic, initiated multiple clinical trials, secured a government contract with the potential for up to $1 billion, and recognized $1.5 billion in revenue. His leadership has helped ensure that pre-clinical research exceeded their corporate goals. Mr. Rice’s bonus is reflective of histhe Company stands on an exceptionally strong foundation through the upcoming leadership transitions.

Ms. Friedl-Naderer’s payout reflects her significant impact on multiple generalto the Company, having helped grow the global commercial and administrative groups.business development groups, as well as her pivotal role in shaping and evolving our long-term strategy. Dr. Pang’s payout reflects his leadership of the clinical development function, having successfully advanced our pipeline across several therapeutic areas, including the early and full enrollment of the VIR-2482 Phase 2 PENINSULA Flu trial. Dr. Hanly’s payout reflects her leadership of the technical operations function, helping enable the Company’s on-time supply of materials for clinical studies across the globe.