SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

On behalf of the Board of Directors, you are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Vir Biotechnology, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2024 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:

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

The record date for the Annual Meeting is April 1, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

 

Vanina de Verneuil, J.D.

Secretary

 

San Francisco, California

April 19, 2024

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 the 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 of Company 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:

At Vir, we have a bold vision – powering the immune system to transform lives. Guided by science, we relentlessly build on our immunologic and virology expertise and cutting-edge technologies in pursuit of transformative medicines to treat and prevent serious infectious diseases and other serious conditions, including viral-associated 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.

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

We also recently adopted a comprehensive Statement on Human Rights, setting forth standards applicable to Vir and its subsidiaries. These standards include a description of our commitment to human rights, along with our related compliance efforts, enforcement procedures and governance practices. We expect our suppliers, vendors and supply chain partners to also comply with these standards. Our Statement of Human Rights is available to stockholders on our website at www.vir.bio. The information found on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with, or furnish to, the SEC.

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

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 23.

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.

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, 2024. Detailed information about this proposal can be found beginning on page 24.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by the Internet or telephone, please refer to your proxy card or Notice of Internet Availability of Proxy Materials. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

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. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Vir Biotechnology, Inc. (“we,” “us,” “our,” the “Company” or “Vir”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). The Annual Meeting will be held virtually on Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2024 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 Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 19, 2024, to all stockholders of record entitled to vote at the Annual Meeting.

This year we are using a virtual format for our Annual Meeting, which will be conducted via live audio webcast, and online stockholder tools. 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, 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 the Board or management. We welcome questions and comments from our stockholders and will answer questions submitted during the Annual Meeting to the extent relevant to the business of the Annual Meeting and as time permits.

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/VIR2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 9:00 a.m. Pacific Time on May 29, 2024. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

Only stockholders of record at the close of business on April 1, 2024 (the “Record Date”), will be entitled to vote at the Annual Meeting. On the Record Date, there were 135,843,977 shares of common stock outstanding and entitled to vote. A list of our stockholders of record will be open for examination by any stockholder for a period of ten days ending on the day before the Annual Meeting. If you would like to view the list, please contact our Secretary to make arrangements by writing to our Secretary at Attn: Secretary, 1800 Owens Street, Suite 900, San Francisco, California 94158.

If on the Record Date, your shares were registered directly in your name with Vir’s transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote live online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card that may be mailed to you or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

If on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares live online during the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

There are three matters scheduled for a vote:

The Board recommends that you vote:

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

You may either vote “For” any nominee to the Board or you may “Withhold” your vote for any nominee you specify. 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:

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 time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote live online even if you have already voted by proxy.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from Vir. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote live online at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Internet proxy voting is being provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on the Record Date.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or live online at the Annual Meeting, your shares will not be voted.

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. The determination of whether a proposal is “routine” or “non-routine” will be made by New York Stock Exchange (“NYSE”) or Broadridge Financial Solutions (“Broadridge”), our independent agent to receive and tabulate stockholder votes, based on NYSE rules that regulate member brokerage firms. 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 matters that are considered to be “non-routine”. Our expectation is that NYSE will deem Proposals 1 and 2 to be “non-routine” and Proposal 3 to be “routine”, and that as a result your broker or nominee would not be able to vote your shares on Proposals 1 or 2 without your instructions, but would be able to vote your shares on Proposal 3 even in the absence of your instruction.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the four nominees for director as described in Proposal 1, “For” the approval of the compensation of our named executive officers as described in Proposal 2 and “For” the ratification of the appointment by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, as described in Proposal 3. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. In addition, we have retained Innisfree M&A Incorporated to solicit proxies by mail, telephone and electronic methods. We will pay a fee of approximately $20,000 to Innisfree M&A Incorporated plus costs and expenses for these services. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be included in next year’s proxy materials, must be received by our Secretary no later than December 20, 2024, to be eligible for inclusion in our proxy statement and form of proxy relating to that meeting. If you wish to submit a proposal (including a director nomination) at next year’s annual meeting that is not to be included in next year’s proxy materials, you must do so between January 29, 2025 and February 28, 2025. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the

information required by Rule 14a-19 under the Exchange Act no later than March 30, 2025. You are also advised to review our Amended and Restated Bylaws dated March 2, 2023 (“Bylaws”), which contain additional requirements relating to advance notice of stockholder proposals and director nominations, including the requirements of Rule 14a-19 under the Exchange Act.

Votes will be counted by the Inspector of Elections appointed for the Annual Meeting, who will separately count, for Proposal 1 to elect directors, votes “For,” “Withhold” and, if applicable, broker non-votes; for Proposal 2 regarding the advisory vote to approve executive compensation, votes “For,” “Against,” abstentions and, if applicable, broker non-votes; and for Proposal 3 to ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024, votes “For,” “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for Proposals 2 and 3 and will have the same effect as “Against” votes in each case. Broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for any proposal.

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by NYSE or Broadridge, as applicable, to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

For the election of directors, the four nominees receiving the most “For” votes from the holders of shares present by remote communication at the Annual Meeting or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome.

To be approved, on an advisory basis, Proposal 2, the advisory vote on the compensation paid to the Company’s named executive officers, must receive “For” votes from the holders of a majority of shares present by remote communication at the Annual Meeting or by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Assuming NYSE or Broadridge, as applicable, deem Proposal 2 to be “non-routine”, any resulting broker non-votes will have no effect on the matter.

To be approved, Proposal 3, ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, must receive “For” votes from the holders of a majority of shares present by remote communication at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Brokers generally have discretionary authority to vote on the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm, thus we do not expect any broker non-votes on Proposal 3.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present by remote communication at the Annual Meeting or represented by proxy. On the Record Date, there were 135,843,977 shares outstanding and entitled to vote. Thus, the holders of at least 67,921,989 shares must be present by remote communication or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote live online at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of shares present by remote communication at the Annual Meeting or represented by proxy may adjourn the meeting to another date.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual

Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the 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.

If 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 ir@vir.bio.

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.

The Board 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.

The Board currently consists of 11 members. There are four directors in Class II, whose term of office expires at the Annual Meeting: Marianne De Backer, M.Sc., Ph.D., MBA, Robert Nelsen, Robert Perez and Phillip Sharp, Ph.D. Dr. De Backer and Mr. Nelsen have been nominated by the Board for re-election at the Annual Meeting, along with two new director nominees – Norbert Bischofberger, Ph.D. and Ramy Farid, Ph.D. Mr. Perez and Dr. Sharp will cease to serve as directors immediately following the election and qualification of a successor 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. Dr. De Backer and Mr. Nelsen are each current directors, and all four director nominees were recommended for election to the Board as Class II 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 2027 Annual Meeting of Stockholders, and until their successor is duly elected and qualified, or until their earlier death, resignation or removal. 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. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Six of the then-serving directors attended the Company’s 2023 Annual Meeting of Stockholders.

The Nominating and Corporate Governance Committee seeks to assemble a Board 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’s 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 the effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific experience, qualifications, attributes or skills of each current director and nominee that led the Nominating and Corporate Governance Committee to believe that each individual should serve on the Board.

Annually, the Board considers director nominee recommendations from the Nominating and Corporate Governance Committee and determines the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. Among other things, the Board evaluates the number of boards or committees on which a director or director nominee serves. The Board recognizes that a director’s or a director nominee’s ability to fulfill his or her responsibilities as a member of the Board can be impaired if he or she serves on a large number of other boards or board committees. In addition, the Board also considers, among other things, the director’s relevant expertise upon which to be able to offer advice and guidance to management, whether the director has sufficient time to devote to the affairs of the Company, whether the director demonstrates excellence in his or her field, whether the director has the ability to exercise sound business judgment, whether the director has experience as a board member or executive officer of another publicly held company, and whether the director has the commitment to rigorously represent the long-term interests of the Company’s stockholders. In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships or transactions that might impair such directors’ independence. Prior to nominating Mr. Nelsen for election at the Annual Meeting, the Nominating and Corporate Governance Committee and the Board evaluated Mr. Nelsen’s status, as he currently serves on the board of directors of several publicly held companies in connection with his role as a co-founder and a Managing Director of ARCH Venture Partners, L.P. The Board concluded that his continued service on the Board would be in the best interest of our stockholders based on Mr. Nelsen’s evidenced commitment to the Company since the Company’s inception in 2016, his significant breadth and depth of experience as a venture

capitalist in the biotechnology industry, including playing a significant role in the creation, early sourcing, financing and development of more than 150 companies, many of which have reached valuations exceeding $1 billion, and the unique and diverse perspective that he brings to our Board. The Board also considered the fact that Mr. Nelsen has indicated to the Board that he intends to reduce the number of directorships he currently holds at other public companies in the near future. The Board further believes that other employment or directorship commitments of the director nominees named in this proxy statement would not prevent them from dedicating the necessary time and attention to our Company.

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.

Marianne De Backer, M.Sc., Ph.D., MBA, 55, has served as our Chief Executive Officer and a member of the Board of Directors since April 2023. From 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. 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 and the Board of Directors of Kronos Bio, Inc., a U.S. publicly traded biotechnology company, from 2021 until June 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 M.B.A. from Erasmus University, Rotterdam.

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

Norbert Bischofberger, Ph.D., 68, has served as President and Chief Executive Officer, and a member of the Board of Directors, of Kronos Bio, Inc. since 2018. Prior to joining Kronos Bio, Dr. Bischofberger was the Executive Vice President, Research and Development and Chief Scientific Officer at Gilead Sciences, Inc. Dr. Bischofberger joined Gilead in 1990 as Director of Chemistry after having worked as a Senior Scientist in Genentech, Inc.’s DNA Synthesis Group from 1986 until 1990. During his 28-year tenure at Gilead, Dr. Bischofberger presided over the development and approval of more than 25 medicines for a range of serious conditions which led to the transformation of the treatment of diseases such as HIV and viral hepatitis, including HBV and HCV. Dr. Bischofberger was part of the core management team that grew Gilead from less than 50 employees with no revenue to 10,000 employees with $25 billion in revenue. Dr. Bischofberger received a Ph.D. in organic chemistry from Zurich’s Eidgenössische Technische Hochschule and performed postdoctoral research in steroid chemistry at Syntex. He also performed additional research in organic chemistry and applied enzymology in Professor George Whiteside’s lab at Harvard University in Cambridge, Massachusetts. Dr. Bischofberger received an honorary doctorate in Natural Sciences (2016) from The University of Innsbruck and an honorary doctorate in Letters in Medicine (2017) from Baylor College of Medicine. Dr. Bischofberger was elected a Fellow of The American Association for Advancement of Science (2018). In addition to Kronos Bio, Dr. Bischofberger serves on the Board of Directors of Morphic Therapeutic Inc., a U.S. publicly traded biopharmaceutical company, the Supervisory Board of Bayer AG, a multinational public company with core competencies in the life science fields of health care and agriculture, and the Biopharma Advisory Board of Ginkgo Bioworks. Dr. Bischofberger’s appointment at Bayer AG will end on April 26, 2024, prior to the date of Vir’s Annual Meeting.

The Nominating and Corporate Governance Committee and Board believe Dr. Bischofberger is qualified to serve on the Board due to his mid-to-late-stage clinical development and scientific expertise and his experience as Chief Executive Officer and a director of publicly traded companies.

Ramy Farid, Ph.D., 59, serves as President and Chief Executive Officer, and a member of the Board of Directors, of Schrödinger, Inc. He joined Schrödinger in 2002 and helped advance the company’s computational platform and drug discovery portfolio while assuming positions of increasing responsibility before becoming a member of the Board of Directors in 2012 and Chief Executive Officer in 2017. Dr. Farid has played a key role in implementing major strategic initiatives, including more than 40 research collaborations and joint ventures, and led the company through its initial public offering in 2020. Dr. Farid currently serves on the board of directors of Ajax Therapeutics, Inc. and Structure Therapeutics Inc., a U.S. publicly traded biopharmaceutical company. Previously, he served on the board of directors of Nimbus Therapeutics, a biotechnology company he helped found in 2009. He also served on the board of directors of Morphic Therapeutic, Inc. Dr. Farid currently serves on Morphic Therapeutic’s scientific advisory board. Dr. Farid began his career in academia and was an assistant professor in the chemistry department at Rutgers University. He was a National Institutes of Health postdoctoral fellow in the Department of Biochemistry and Biophysics at the University of Pennsylvania and received his doctorate degree in chemistry from Caltech. He is an author on over 100 peer reviewed publications.

The Nominating and Corporate Governance Committee and Board believe Dr. Farid is qualified to serve on the Board due to his computational and data sciences expertise and his experience as Chief Executive Officer and a director of publicly traded companies.

Robert Nelsen, 60, has served as a member of the Board of Directors since April 2016. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm, 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. 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 believe Mr. Nelsen is qualified to serve on the Board due to his venture capital experience in the biotechnology industry.

Jeffrey S. Hatfield, 66, 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 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 believe Mr. Hatfield is qualified to serve on the Board due to his extensive experience as an executive officer and board member of numerous biotechnology companies.

Saira Ramasastry, 48, has served as a member of the Board of Directors since September 2019. Ms. Ramasastry has served as Managing Partner of Life Sciences Advisory, LLC since April 2009, a company that she founded to provide strategic advice, business development solutions and innovative financing strategies for the life sciences industry. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, and as business and sustainability lead for the European Prevention of Alzheimer’s Dementia and IMI-PEARL consortiums. From August 1999 to March 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc., an investment management company, where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions. Prior to joining Merrill Lynch, she served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the board of directors of Day One Biopharmaceuticals, Inc and Mirum Pharmaceuticals, Inc., each a U.S. publicly traded biotechnology company, and Glenmark Pharmaceuticals, Ltd., a BSE and NSE-traded pharmaceuticals company, and previously served on the boards of directors of Innovate Biopharmaceuticals, Inc., a biotechnology company, from 2018 until its merger with RDD Pharma Ltd. in 2020, Repros Therapeutics Inc., a biopharmaceutical company, from 2013 until it was acquired by Allergan plc in 2018, Cassava Sciences, Inc., a biopharmaceutical company, from 2013 to 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 and serves on the California regional board of Cambridge in America. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and a member of the Aspen Global Leadership Network.

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

George Scangos, Ph.D., 75, has served as a member of the Board of Directors since January 2017 and served as our President and Chief Executive Officer from January 2017 to April 2023. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen. From October 1996 to July 2010, Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company (“Exelixis”). From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, a biotechnology company, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer Biotechnology’s biological products. Before joining Bayer Biotechnology in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University. Dr. Scangos currently serves on the board of directors of Agilent Technologies, Inc., a U.S. publicly traded life sciences, diagnostics and applied chemical analysis company, and previously served on the board of directors of Exelixis from 1996 to 2020. Dr. Scangos served as Chair of PhRMA in 2016, and as the Chair of the California Healthcare Institute in 2010. He was a member of the board of directors of the Global Alliance for

TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Trustees of Cornell University and the Board of Overseers of UCSF. Dr. Scangos received his B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts.

The Nominating and Corporate Governance Committee and Board believe Dr. Scangos is qualified to serve on the Board 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.

Robert More, 56, has served as a member of the Board of Directors since September 2016. Since October 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From July 2013 to May 2015, Mr. More served as Senior Advisor for the Bill & Melinda Gates Foundation, a private foundation that supports initiatives in education, world health and reducing poverty, and led its Global Health Venture Initiative. He served as a General Partner of venture capital firms Frazier Healthcare Ventures and Domain Associates from September 2008 to June 2013 and from June 1996 to July 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 boards of directors of the following private biotechnology companies: Affinivax, Inc., eGenesis, Qihan Biotech and Sirenas, LLC, and as an advisor for LiquiGlide, Inc., a private biotechnology company. Mr. More previously served on the boards of directors of the following U.S. publicly traded companies: Achaogen, Inc., a biopharmaceutical 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 boards 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 boards 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.

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

Janet Napolitano, 66, has served on the Board of Directors since August 2020. Ms. Napolitano served as President of the University of California from September 2013 until her departure in August 2020. Prior to her time serving as the President of the University of California, she served as the U.S. Secretary of Homeland Security from 2009 to 2013, as Governor of the state of Arizona from 2003 to 2009, as Attorney General of Arizona from 1998 to 2003 and as U.S. Attorney for the District of Arizona from 1993 to 1997. In 2010, Ms. Napolitano was awarded the University of Virginia’s Thomas Jefferson Foundation Medal for law. In 2014, Ms. Napolitano was appointed as a tenured faculty member of the University of California Berkeley’s Goldman School of Public Policy. In 2015, Ms. Napolitano was elected to the American Academy of Arts and Sciences, and in 2017, she was inducted into the American Philosophical Association. Ms. Napolitano currently serves on the Council of the American Law Institute and has served on the board of directors of Zoom Video Communications, Inc., a U.S. publicly traded communications technology company, since November 2020 and the Council on Foreign Relations. Ms. Napolitano holds a B.S. in political science (summa cum laude) from Santa Clara University where she was a Truman Scholar and the university’s first female valedictorian and a J.D. from the University of Virginia School of Law.

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

Vicki Sato, Ph.D., 75, has served as Chairman of the 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 U.S. 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 Inc., a U.S. publicly traded biopharmaceutical company (“Biogen”). Dr. Sato serves on the boards of directors of the following U.S. publicly traded companies: Allogene Therapeutics, Inc., a biotechnology company, and Denali Therapeutics, Inc., a biotechnology company, and previously served on the boards of directors of Bristol Meyers Squibb Company, a global biopharmaceutical company (“BMS”), BorgWarner, Inc., a multinational automotive supplier, Syros Pharmaceutical, a biotechnology company, PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, and Akouos, Inc., a precision genetic medicine company. 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.

The Nominating and Corporate Governance Committee and Board believe Dr. Sato is qualified to serve on the Board 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., 72, has served on the Board of Directors since July 2020. Dr. Sigal currently serves as a senior advisor to the healthcare team of the life sciences venture firm New Enterprise Associates and consults for select 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 believe Dr. Sigal is qualified to serve on the Board due to his extensive experience in the life sciences industry and his extensive leadership experience.

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

Jeffrey (Jeff) Calcagno, M.D., 63, has served as our Executive Vice President and Chief Business Officer since May 2023. Prior to joining us, Dr. Calcagno held leadership roles of increasing responsibility within all three divisions of J&J Innovation (JJI), including as Global Transactions Lead for Infectious Diseases & Vaccines and as Head of JLABS Bay Area, from 2011 to 2023. He was also instrumental in establishing JJI’s Western North America Innovation Center. Previously, Dr. Calcagno served as a Principal and Kauffman Fellow at Scale Venture Partners from 2006 to 2011 and as Chief Business Officer and Chief Financial Officer at a venture-backed therapeutics company from 2002 to 2006. Prior to that, Dr. Calcagno served as a research analyst at Hambrecht & Quist and as a management consultant at McKinsey & Company. Dr. Calcagno earned an A.B. in biology from Harvard University and an M.D. from Harvard Medical School, where he was a Rotary International Ambassadorial Scholar. He completed an internship, residency, chief residency and clinical pharmacology fellowship at the University of California, Los Angeles, and remains a licensed physician. Throughout his career, he has served as a director on, or an observer to, the boards of more than a dozen life sciences companies.

Ann (Aine) M. Hanly, Ph.D., 54, 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 from February 2012 through March 2021, most recently as the Vice President of Process Development, where she was accountable for clinical manufacturing and global supply of clinical trial materials. During her tenure at Amgen, she led teams enabling the commercialization of Amgen’s pipeline products as well as providing technical support for ongoing commercial manufacturing operations. Prior to Amgen, she was employed by Pfizer, Inc. (formerly Wyeth Pharmaceuticals Inc.), a pharmaceutical company, for more than 10 years, where she held roles of increasing responsibility in analytical research and development, process development, quality and product supply strategy. Dr. Hanly received her B.S. in biological chemistry and a Ph.D. in physical organic chemistry from the University of Ulster, Northern Ireland. She completed her post-doctoral fellowship at Creighton University School of Medicine before joining the collaborative research wing at Yale University and CuraGen Corporation, a biopharmaceutical development company, as lead scientist studying gene isolation and subsequent confirmation using a variety of molecular biology techniques.

Sung Lee, 53, has served as our Executive Vice President and Chief Financial Officer since March 2023. Prior to joining us, Mr. Lee served as the Chief Financial Officer and Management Board member of MorphoSys AG, a biopharmaceutical company, from February 2021 to March 2023. Previously, from October 2019 through February 2021, he served as the Executive Vice President and Chief Financial Officer of Sangamo Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Lee served in various roles at Gilead Sciences, Inc., a biopharmaceutical company, from 2005 through October 2019, most recently as Senior Vice President, Financial Planning & Analysis and Investor Relations from March 2019 to October 2019. Previously, Mr. Lee served as Vice President of Financial Planning & Analysis and Investor Relations from September 2018 to February 2019, Vice President of Investor Relations from June 2016 to August 2018 and Senior Director, Investor Relations from 2013 to May 2016. From 2010 to 2013, Mr. Lee was the Head of Europe Financial Planning & Analysis and prior to that served as the Head of Research & Development Financial Planning & Analysis from 2006 through 2010. Mr. Lee received a B.A. from the University of California, Irvine and an M.B.T. from the University of Southern California.

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 their 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 Drs. De Backer and Scangos are, and if elected our director nominees Drs. Bischofberger and Farid would be, independent directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these individuals, other than Drs. De Backer and Scangos, had a material or other disqualifying relationship with us.

The 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.

Experience and Expertise: The Board is responsible for overseeing our business consistent with its fiduciary duties. This significant responsibility requires highly skilled individuals with various qualities, attributes, and professional experience. We believe the Board is well-rounded, with a balance of relevant perspectives and experience. In 2023, our Nominating and Corporate Governance Committee, on behalf of the Board and its commitment to ongoing Board refreshment, underwent a review of our directors’ skills and capabilities to ensure the Board’s collective expertise aligns with our corporate strategy. The skills and capabilities considered by the Nominating and Corporate Governance Committee are listed below.

 

The Nominating and Corporate Governance Committee then reviewed the primary skills and capabilities of each director nominee and continuing director, as summarized in the table below, which the Board further reviewed to conclude that he or she is qualified to serve on our Board. This high-level summary is not intended to be an exhaustive list of each director’s and director nominee’s skills or contributions to the Board or the sole factors the Board considered in its evaluation.

 

Diversity: Our Board strives to reflect diversity among its members in the broadest sense, including persons diverse in geography, gender, ethnicity, age and experience. 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. As of April 19, 2024, our 11 directors range in age from 48 to 79 and include 4 women and 3 minorities.

Character: The Board believes 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 stockholders, patients and other constituencies.

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, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The 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 cybersecurity, 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, (iii) our information governance policies and programs and (iv) major legislative and regulatory developments that could materially impact our privacy and data security risk exposure. The Compensation Committee assesses and monitors whether any of our compensation policies or programs has the potential to encourage excessive risk-taking, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Nominating and Corporate Governance Committee also oversees and reviews with management our major legal compliance risk exposures and the steps management has taken to monitor or mitigate such exposures, including our procedures and any related policies with respect to risk assessment and risk management. It is the responsibility of the committee Chairs to report findings regarding material risk exposures to the Board as quickly as possible. In connection with its reviews of our operations and corporate functions, the Board addresses the primary risks associated with those operations and corporate functions. In addition, the Board reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. The Board also reviews the Company’s ESG policies, goals and programs, including the Company’s progress toward achieving those goals. The Board has adopted an ESG Statement that is available to stockholders on our website at www.vir.bio. The Compensation Committee oversees the development, implementation, and effectiveness of the Company’s practices, policies and strategies relating to human capital management regarding matters such as recruiting, selection, talent development and diversity, equity and inclusion. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.

Mr. More, Ms. Napolitano and Drs. Sharp and Sigal each served on our Compensation Committee during 2023. None of the members of our Compensation Committee who served during 2023 is currently or has been, at any time since our formation, one of our officers or employees. During 2023, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee. None of the members of our Compensation Committee who served during 2023 currently has or has had any relationship or transaction requiring disclosure pursuant to Item 404 of Regulation S-K under the Exchange Act.

The Board met seven times during the last fiscal year. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were directors or committee members, respectively, except for Robert Nelsen who attended just under 70% of such meetings.

The Board maintains an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee. The following table provides membership and meeting information for 2023 for each of the foregoing Board committees:

The Board has determined that each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee for 2024 meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair their individual exercise of independent judgment.

Below is a description of each committee of the Board.

The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, the Audit Committee is responsible for assisting the Board in its oversight of the integrity of our consolidated financial statements, the qualifications and independence of our independent registered public accounting firm and our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee evaluates the performance of our independent registered public accounting firm, assesses its qualifications, and monitors the rotation of the partners on our audit engagement team. The Audit Committee may also pre-approve engagements of our independent registered public accounting firm to perform any proposed permissible non-audit services, and the terms of such services. The Audit Committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement.

The Audit Committee is composed of four directors: Ms. Ramasastry, Mr. Hatfield, Mr. More and Mr. Perez. Ms. Ramasastry serves as the Chair of the Audit Committee. The Board has adopted a written Audit Committee charter that is available to stockholders on our website at www.vir.bio. The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

The Board 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 each of

Ms. Ramasastry’s and Mr. More’s respective levels of knowledge and experience based on a number of factors, including their respective formal education and experience in financial and executive roles.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023, 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 that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Ms. Saira Ramasastry (Chair)

Mr. Jeffrey S. Hatfield

Mr. Robert More

Mr. Robert Perez

The Compensation Committee is composed of four directors: Mr. More, Ms. Napolitano and Drs. Sharp and Sigal. Mr. More serves as the Chair of the Compensation Committee. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards). The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at www.vir.bio.

The functions of the Compensation Committee include, among other things, oversight of the overall compensation strategy and policies for the Company, including approval of our compensation objectives and the compensation of the Chief Executive Officer. The Compensation Committee also approves, or recommends to the Board for approval, the compensation of other executive officers and senior management. In addition, the Compensation Committee reviews all compensation components, including base salary, bonus, equity awards, benefits and other perquisites. The Compensation Committee also evaluates and approves, or recommends to the Board for approval, the Company’s performance against corporate goals and objectives, reviews and recommends to the Board the type and amount of compensation to be paid or awarded to non-employee Board members, and administers the Company’s stock option plans, incentive plans, bonus plans and similar programs. The Compensation Committee oversees the development, implementation, and effectiveness of the Company’s practices, policies and strategies relating to human capital management regarding matters such as recruiting, selection, talent development and diversity, equity and inclusion.

Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer and Semler Brossy Consulting Group (“Semler Brossy”), the Compensation Committee’s independent compensation consultant. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding their compensation or individual performance

objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at 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 advisors engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to approve any 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 advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.

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

The Nominating and Corporate Governance Committee is composed of four directors: Mr. Hatfield, Ms. Napolitano, Mr. Nelsen and Dr. Sato. Mr. Hatfield serves as the Chair of the Nominating and Corporate Governance Committee. The Board has determined that each of the members of the Nominating and Corporate Governance Committee is independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

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 as 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 their 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 retains the right to modify these qualifications from time to time, subject to Board approval. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given our current needs and the current needs of the Board, to maintain a balance of knowledge, experience and capability. The Board also recognizes that a director’s ability to fulfill his or her responsibilities as a member of the Board can be impaired if he or she serves on a large number of other boards or board committees. Accordingly, pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee recognizes that non-employee directors should generally serve on no more than four other public company boards without the approval of the Board, non-employee directors that serve on our Audit Committee should generally serve on no more than two other public company boards without the approval of the Board, and non-employee directors who are executive officers of other public companies should generally serve on no more than one other public company board without the approval of the Board.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair the directors’ independence. The Nominating and Corporate Governance Committee will take into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, using search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and 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. The Nominating and Corporate Governance Committee’s priority in selecting board members is identification of persons who will further the interests of the Company through their 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. Candidates who are recommended by 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., 1800 Owens Street, Suite 900, San Francisco, California 94158. To be timely, we must receive the notice no later than February 28, 2025, and no earlier than January 29, 2025; provided, however, that in the event that the date of the annual meeting is earlier than April 29, 2025 or later than June 28, 2025, we must receive the stockholder’s notice (i) no earlier than the close of business on the 120^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 90^th day prior to the proposed date of the annual meeting or the 10^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.

The 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.

The 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: Secretary, 1800 Owens Street, Suite 900, San Francisco, California 94158. These communications will be reviewed by the Secretary, who will determine whether the communication is appropriate for presentation to the Board or the relevant director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements and solicitations).

We have adopted the Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on our website at www.vir.bio. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

The Board has adopted Corporate Governance Guidelines to ensure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the

interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to, among other things, board composition and selection, including diversity, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning and board committees and compensation. The Board reviews the Corporate Governance Guidelines on an annual basis. The Corporate Governance Guidelines are available on our website www.vir.bio.

Our Insider 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.

In March 2022, upon the recommendation of the Compensation Committee, the Board adopted a clawback policy (our “Original 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.

Additionally, in September 2023, upon the recommendation of the Compensation Committee, the Board adopted a Dodd-Frank Compensation Recovery Policy that is compliant with the requirements set forth in Nasdaq Listing Rule 5609, a copy of which was included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. The Board also determined at that time to keep our Original Clawback Policy in place – alongside our new Dodd-Frank Compensation Recovery Policy – and to amend our Original Clawback Policy to clarify that it applies broadly to all incentive-based compensation, including annual cash incentives and all equity awards (including, but not limited to, stock options, annual cash bonuses, time-vested restricted stock units and performance-vested restricted stock units awarded as compensation).

As a result, our multiple clawback policies provide the Compensation Committee with additional ability to recoup compensation beyond what the Dodd-Frank Act requires.

In March 2022, upon the recommendation of the Compensation Committee, the Board 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 her 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.

We 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 of 2010, which added Section 14A to the Exchange Act.

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 achievement 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 with respect to the fiscal year ended December 31, 2023. Highlights of our 2023 executive compensation program include the following:

As we describe in the Compensation Discussion and 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 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 is asking stockholders to approve a non-binding, advisory vote on the following resolution:

RESOLVED, that the compensation paid 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 this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by the Company or the Board (or any committee thereof), create or imply any change to the fiduciary duties of the Company or the Board (or any committee thereof) or create or imply any additional fiduciary duties for the Company or the Board (or any committee thereof). However, the Compensation Committee and the Board 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. Under our Board’s policy of providing annual advisory votes on executive compensation, the next such vote will occur at the 2025 annual meeting of 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 Meeting will be required to approve, on an advisory basis, the compensation of our named executive officers. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Assuming NYSE or Broadridge, as applicable, deem Proposal 2 to be “non-routine”, any resulting broker non-votes will have no effect on the matter.

The Board Recommends

A Vote “For” Proposal 2.

The Audit Committee of the Board has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and has further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the 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. 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 appointment of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether to retain that firm. Even if the appointment 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 Meeting will be required to ratify the appointment of our independent registered public accounting firm. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Brokers generally have discretionary authority to vote on the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm, thus we do not expect any broker non-votes on Proposal 3.

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 2023 and 2022, by Ernst & Young LLP, our principal accountant.

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

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.

The pre-approval requirement set forth above does not apply with respect to non-audit services if:

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

The table is based upon information supplied by our officers, directors, director nominees 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 135,843,977 shares outstanding on the Record Date. 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 the Record Date. 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., 1800 Owens Street, Suite 900, San Francisco, California 94158.

Fiscal year 2023 was a significant year of transition for Vir. In 2023, we addressed multiple business challenges, including a significant decrease in sotrovimab revenues and a negative data readout from our Phase 2 PENINSULA trial evaluating VIR-2482 for the prevention of symptomatic Influenza A illness, all while responding to the general strong headwinds facing the biotechnology sector. During this time we also had a number of senior executive transitions, including the retirement of our founding Chief Executive Officer, Dr. George Scangos, Ph.D.

In connection with Dr. Scangos’ retirement, we conducted a comprehensive search led by the Chairman of our Board resulting in Dr. Marianne De Backer’s appointment as our new Chief Executive Officer, effective April 3, 2023. Dr. De Backer brings more than 30 years of broad international leadership experience, including a strong track record in global expansion, innovation technology licensing, leading large-scale research teams and commercial businesses, and executing multiple billion-dollar mergers and acquisitions. Prior to joining Vir, Dr. De Backer served as a member of the Executive Committee, and as Executive Vice President and Global Head of Strategy, Business Development & Licensing and Open Innovation of the Bayer AG Pharmaceuticals division. Prior to that, Dr. De Backer held a variety of global leadership positions during her 28-year tenure at Johnson & Johnson. Our Board views Dr. De Backer as a transformational leader with a track record of success in highly scientific and competitive therapeutic areas, a deep understanding of the evolving healthcare environment around the world, and an unwavering commitment to driving innovation across all aspects of a business. Our Board believes these attributes are critical to advancing our goals and driving stockholder value in the future.

Over the course of the year, Dr. De Backer assembled her executive management team composed of executives with significant immunology, infectious disease, and commercialization experience, including a proven track record of progressing product candidates from early-stage research through clinical development, and through worldwide regulatory approval. Several members of the executive management team were either hired externally or promoted from within, and several executives discontinued employment at Vir during 2023. When discussing our Named Executive Officers (our “NEOs”) in this proxy statement, we have distinguished our current Named Executives Officers as of the date of filing this proxy statement (our “Current NEOs”) from those who have transitioned from the Company (our “Departed NEOs”), as follows:

See the sections entitled “—Chief Executive Officer Transition” and “—Other Named Executive Officer Changes” below for more details on recent leadership changes.

Fiscal year 2023 was an atypical year from a compensation perspective given the changes in management at the executive level. During this period of transition and volatility, we worked to further the interests of our

stockholders by focusing on retaining and properly compensating key leaders for their work as our leadership team evolved while at the same time continuing to drive the business forward without interruption. The fact that the Company was able to achieve the majority of our 2023 corporate scorecard goals, and over-deliver in several areas during this significant year of transition, is a testament to the leadership of Dr. De Backer in her role as CEO, and the strength and commitment of both our new executive management team and the employee population as a whole.

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation philosophy, policies and programs underlying our executive compensation decisions in 2023. This section provides a narrative overview of the factors relevant to these decisions and how compensation is awarded to our NEOs for the fiscal year ended December 31, 2023. This year our CD&A also includes a discussion of our stockholder engagement efforts in 2023, specifically related to executive compensation.

We are committed to ensuring that our compensation program supports and drives our discovery, development and commercialization of transformative medicines that power the immune system to transform lives.

Effective April 3, 2023, Dr. Marianne De Backer became our Chief Executive Officer, succeeding Dr. George Scangos, who transitioned to an advisory role until he retired on June 30, 2023. Dr. Scangos continues to serve on our Board as a Class III director.

The selection of Dr. De Backer as our new CEO was the culmination of a thoughtful, long-term succession planning process led by the Chairman of our Board, Dr. Vicki Sato, and our Compensation Committee Chairman, Robert More, with input from Dr. Scangos, to ensure a smooth and effective leadership transition.

Our Board conducted a robust, world-wide search and met extensively to discuss the recruitment process over the course of several months. During the search process, members of our Board engaged a leading independent executive recruitment firm to help them identify qualified candidates who could build on our strong foundation and lead Vir into our next chapter. The search focused on identifying experienced candidates who could manage rapidly growing global biotherapeutic operations, drive innovation, and deliver value during a period of key business initiatives and events. The Board assessed the candidates through an in-depth evaluation and interview process to ensure the selection of a CEO equipped to address both the challenges of today, and the opportunities of the future.

After considering a diverse range of candidates, each with unique skills and capabilities, the Board determined that Dr. De Backer was the best person to lead Vir, guide our future strategy, and create stockholder value.

As discussed above, Dr. De Backer brings over three decades of executive management experience and is recognized for her leadership and contributions to the biopharma industry. Through her tenure at Bayer and Johnson & Johnson, she has a demonstrated track record of accelerating the growth and impact of companies to bring new and important therapeutics to patients around the world. Dr. De Backer has a deep and thorough understanding of the evolving healthcare landscape, which will be invaluable to Vir as we embark on our broader vision of powering the immune system to transform lives.

The Board and Compensation Committee, working closely with their independent compensation consultant, met regularly to consider potential compensation structures for Dr. De Backer. Specifically, the following factors were carefully considered:

Based on careful consideration of those factors, our Compensation Committee recommended, and the Board subsequently approved, Dr. De Backer’s compensation. The key elements of her new hire package are detailed below:

Consistent with Company practice, Dr. De Backer’s sign-on equity award represented an equity mix of 67% stock options (which are entirely “at-risk”) and 33% RSUs, each of which vest over a four-year period. Our Board believes this equity mix strongly incentivizes our CEO to achieve sustained stock price appreciation, is appropriate given the volatility and uncertainty that characterizes clinical-stage biotech companies and is well aligned with peer practice. All of Dr. De Backer’s new hire equity awards are subject to Vir’s stock ownership guidelines and clawback policies.

The Board and the Compensation Committee considered a variety of factors in sizing Dr. De Backer’s new hire equity award, including: (i) peer compensation data provided by Semler Brossy, (ii) the competitive hiring environment for new CEOs, (iii) the desire to immediately align the interests Dr. De Backer with that of our stockholders, (iv) the desire to drive stockholder value through a large portion of “at-risk” stock option awards, (v) Dr. De Backer’s unique capabilities and experience, and (vi) the fact that Dr. De Backer would not be eligible for an annual equity award during fiscal year 2023 due to the timing of her appointment.

To further incentivize Dr. De Backer to join Vir, a substantial portion of her sign-on cash award was designed to offset forgone compensation, in the form of cash and equity, upon her termination from Bayer as well as from her membership on several Boards of companies from which she would need to resign in order to devote her full time and attention to our business. Additional consideration was given to the need for Dr. De Backer to relocate from Germany to San Francisco, and the disruption that would cause to her and her family. Half of the sign-on cash award was subject to a one-year service requirement.

In February 2024, upon the recommendation of the Board, the Compensation Committee approved the following compensation for Dr. De Backer:

See the section entitled “—Agreements with Named Executive Officers” and “---2024 Compensation Actions” below for further information.

In March 2023, Sung Lee was appointed as Executive Vice President and Chief Financial Officer of the Company. Mr. Lee has more than 20 years of global finance leadership expertise in the biopharmaceutical and technology industries. Most recently, he served as Chief Financial Officer of MorphoSys AG and Chief Financial Officer of Sangamo Therapeutics. He brings a track record of operational excellence, driving financial performance, and leading large teams.

In May 2023, Jeffrey Calcagno was appointed as Executive Vice President and Chief Business Officer. Dr. Calcagno is responsible for leading Vir’s business development efforts, optimizing existing alliances, overseeing the commercial function, and establishing new strategic industry and public-private partnerships. Since 2011, Dr. Calcagno played a key role in the creation of Johnson & Johnson Innovation (JJI), most recently serving as the Head of JLABS (Bay Area) which completed 19 IPOs and attracted $30 billion in funding and potential deal dollars during his tenure. Dr. Calcagno’s career is distinguished by a proven track record of innovation and value creation.

The appointments of Mr. Lee and Dr. Calcagno follow the departures of Howard Horn, our former Executive Vice President and Chief Financial Officer, Steven Rice, our former Chief Administrative Officer, and Johanna Friedl-Naderer, our former Chief Operating Officer. Mr. Lee assumed the duties of Mr. Horn, as well as the Information Technology and facilities functions which had previously reported to Mr. Rice. Dr. Calcagno assumed many of the former responsibilities of Ms. Friedl-Naderer.

Mr. Horn and Ms. Friedl-Naderer remained with the Company through April 2023 and March 2024, respectively, to assist with their transitions. Upon their termination, Mr. Horn and Ms. Friedl-Naderer received cash separation payments, consistent with their employment agreements and the Company’s standard separation policy or practices for involuntary terminations. Mr. Rice, whose employment ended in July 2023, did not receive any separation payments.

In March 2024, Dr. Phillip Pang, our former Executive Vice President and Chief Medical Officer, decided to leave the Company to spend more time with his family. He did not receive any separation payments or equity acceleration associated with his departure. We are currently searching for Dr. Pang’s successor.

Following her appointment, Dr. De Backer immediately focused her efforts on building on the strength of our core capabilities and strong balance sheet to position Vir for continued success, including rolling out a new corporate strategy to drive future growth. Throughout the year, Dr. De Backer made several strategic decisions and changes to drive Vir to our next chapter. Our key accomplishments for 2023 include, but are not limited to, the following:

In 2023, we proactively sought feedback from stockholders to ensure we understand key matters of interest to them and to enable us to consider that feedback for our governance and compensation decisions. Since our 2023 Annual Meeting of Stockholders, we reached out to stockholders representing over 71.4% of our outstanding common stock and met with all stockholders who responded with interest in having a meeting. Discussions focused on a variety of topics including business strategy, CEO and other executive leadership transitions, our 2023 say-on-pay results (we received 96% of votes in favor), corporate governance, compensation philosophy and strategy, and ESG initiatives. These meetings were attended by the Independent Chair of our Compensation Committee and members of our management team.

This dialogue provided us with critical insight into the views of our largest stockholders and helped inform our go-forward executive compensation strategies:

Our executive compensation program is designed to enable us to attract and retain top caliber talent who will drive the success of our long-term business strategy. Each year we review our current compensation practices to ensure they remain fair, equitable, and competitive. In 2023 our achievements included:

Our executive compensation program is designed to enable us to attract and retain outstanding talent, to motivate management to achieve the Company’s critical 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 these three elements, balancing the portion of “base” and “at risk” compensation, serve to both compensate management for their service and align their interests with those of our 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 (primarily in the form of stock options). The Compensation Committee reviews executive compensation annually to ensure both pay levels and mix remain competitive and allow us to recruit and retain the caliber of executive officers necessary to fulfill our critical mission of powering the immune system to transform lives.

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 NEO.

Specifically, the Compensation Committee meets towards the end of the year to review our NEO’s 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 multi-step process gives the Compensation Committee time to thoughtfully determine each NEO’s individual pay elements and target total compensation opportunity.

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

The Compensation Committee works with management, including the CEO, when reviewing and setting executive compensation for all NEOs other than the CEO. Management generally provides information on corporate and individual performance and works with the Committee’s independent compensation consultant to provide relevant external market compensation data.

The CEO provides recommendations on the compensation packages for our NEOs other than herself and input on individual executive performance. The CEO is also instrumental in developing both our annual and long-term strategic objectives and goals used in our incentive programs and in providing perspective on our performance against those goals. No NEOs, including the CEO, are involved in their own compensation decisions.

Since 2019, the Compensation Committee has engaged an independent external consultant, Semler Brossy, to advise on overall compensation matters, including:

Semler Brossy reports directly to the Compensation Committee and to its Chair. Additionally, Semler Brossy works with management to source market data and to arrive at market benchmarks for NEOs. Each year, the Compensation Committee performs an assessment of Semler Brossy’s independence. In 2023 the Compensation Committee determined that Semler Brossy is independent consistent with the listing standards of the relevant Nasdaq and SEC rules and that Semler Brossy’s engagement does not raise any conflict of interest. During 2023 Semler Brossy did not provide services to the Company other than the services to the Compensation Committee described herein.

The Compensation Committee uses competitive market analyses from a group of peer companies as one input for compensation decisions when reviewing executive compensation levels and practices. The Compensation Committee also uses market data from broader Radford Global Life Sciences compensation surveys and their own knowledge and judgement in evaluating market data when making compensation decisions.

With the assistance of its compensation consultant, the Compensation Committee considers several factors when reviewing companies for inclusion in our peer group. The primary factors for consideration are industry (biotechnology and pharmaceuticals), stage of drug development, 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 peer group is annually reviewed to ensure it is appropriately reflective of Vir’s business and talent dynamics at that time.

For the 2023 peer group, the Compensation Committee removed Acceleron Pharma Inc. due to its acquisition by Merck & Co., Inc., and removed INOVIO Pharmaceuticals, Inc. and Allakos Inc. due to significant decreases in their respective market values. The Committee added Apellis Pharmaceuticals, Inc. and Dynavax Technologies Corporation based on their current respective market values, therapeutic similarities to Vir, and their respective stages of development. As a result, the following 21 companies were approved in September 2022 and were used for 2023 compensation decisions.

Our practices with respect to the three primary components of our compensation program (base salary, annual incentive plan, and long-term incentives) are described below, followed by a discussion of the specific factors in determining the levels of these compensation elements for our NEOs in 2023.

The base salaries for our NEOs are designed to provide a stable, fixed pay element for their services throughout the year. The Compensation Committee sets the base salary levels with consideration to each 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 the Board and broader market practices and data. The Compensation Committee reviews executive salaries each year – typically in connection with the Company’s 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 2023, consistent with the process detailed above, the Compensation Committee reviewed the base salaries of each NEO. At that time, the Compensation Committee increased the base salaries for each of Drs. Hanly and Pang, Ms. Friedl-Naderer and Mr. Rice by 4.0%, consistent with annual merit increases across the rest of the Company. Dr. Scangos and Mr. Horn did not receive base salary increases due to their planned transitions.

The 2023 annualized base salaries for our NEOs were as follows:

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

Each of our NEOs is assigned a target annual incentive opportunity based upon a percentage of his or her base salary with consideration given to each NEO’s accountability, scope of responsibilities and potential impact on our performance. The Board set a target 2023 annual corporate incentive for Dr. De Backer at 80% of her base salary. The target AIP percentages for our Executive Vice President-level NEOs remained unchanged at 45% of base salary.

The target annual incentive plan opportunities for our NEOs were as follows:

Payouts of each NEO’s annual incentive are typically approved by the Compensation Committee during the first quarter of each year, shortly after the end of the annual performance period, based on the Committee’s assessment of the Company’s performance against the corporate scorecard. After corporate performance against the strategic goals has been determined, each NEO’s payout is subject to further adjustments based on the Compensation Committee’s assessment of the executive’s individual performance for the year, with input from the CEO on NEOs other than herself. Individual adjustments are typically no more than +/- 20%, and total payouts are capped at 150% of target for each NEO.

Designing the 2023 AIP scorecard involved multiple meetings with the Board and Compensation Committee to ensure its alignment with the Company’s business strategy. The 2023 goals were intended to motivate and reward the achievement of Vir’s most critical drivers of near-term success and, where applicable, consistent with the communication provided to investors with earnings. The entirety of our AIP scorecard is aligned with our business strategy and weighted by relative importance so that overall corporate achievement can be objectively measured.

In 2023, our goals were defined across six categories: product (5%), program (30%), pipeline (20%), financial (15%), functional excellence (20%), and people and culture (10%). The Compensation Committee believed that each goal was strongly aligned to the creation of stockholder value.

Specific weightings, summary of achievement, and scoring of the 2023 corporate scorecard are detailed in the table below:

In February 2024, based on the recommendation of the Compensation Committee, the Board determined that we achieved our 2023 corporate performance goals at 108% of target. In determining the level of achievement, the Board assessed the overachievement of some of our goals (such as our Pipeline, Financial, and Functional Excellence goals), balanced against the slight underachievement of others (such as our Product, Program, and People & Culture Goals). The Committee also considered achievements in each goal category that were not originally anticipated as part of the 2023 corporate scorecard yet were important to drive near term company value.

The Board devoted a substantial amount of time to assessing performance across each category, particularly the Program goals which had the highest percentage weighting across the scorecard. When assessed against the goals, the Company overachieved across each of its core programs in HDV, HBV, HIV, and Influenza. That said,

the Board also weighed the outcome of the Phase 2 PENINSULA trial evaluating VIR-2482 and determined that a 96% rating appropriately recognized the Company’s overachievement against each of the Program goals as written, while considering the impact of the PENINSULA trial on our stock price.

Payouts for each NEO were further weighted to reflect each NEO’s individual performance. Final 2023 payouts as a percentage of target are detailed below:

In February 2024, the Board assessed the Chief Executive Officer’s performance for the year and recommended that the Compensation Committee approve a 110% level of individual attainment for Dr. De Backer. The Board felt that Dr. De Backer provided extraordinary leadership for the Company through a period of strategic redirection, which included a renewed focus on Vir’s core platforms, an expansion beyond infectious disease, purpose-led changes for sustainable growth, enhanced stockholder engagement, and recruiting and developing a new high-performing executive management team. In addition to skillfully navigating Vir through unforeseen challenges, Dr. De Backer’s focus on Company culture, characterized by an emphasis on teamwork, innovation, inclusivity, and continuous improvement, were factors in the Board’s above-target bonus recommendation.

In determining the level of individual attainment for the other NEOs, the Compensation Committee considered the following achievements as well as Dr. De Backer’s recommendation for each individual:

Mr. Lee’s level of 115% individual attainment considered his leadership and transformation of the finance function, as well as his impact throughout the Company by fostering a disciplined approach to capital allocation. Through his stewardship of our strong balance sheet, leadership in driving cost-optimization initiatives, and initiation of a new $300 million at-the-market offering, Vir is well-positioned to advance our multiple product candidates through major inflection points while maintaining the ability to invest in our next-generation pipeline and external innovation.

Dr. Calcagno’s level of 95% individual attainment acknowledged his sustained efforts through 2023 to support and expand our partnerships, search for external innovation, and build-out the Company’s commercial capabilities. His attainment recognized the award of an additional approximately $50 million in new funding by the Biomedical Advanced Research and Development Authority (BARDA) to advance the development of novel monoclonal antibody (“mAb”) candidates related to pandemic preparedness and response. Under Dr. Calcagno’s leadership, Vir executed several licenses, collaborations, and MSA agreements in 2023. He will continue exploring opportunities to enhance innovation in 2024.

Dr. Hanly’s level of 110% individual attainment recognized her exceptional leadership of the technical operations function in 2023, which included the build-out of our San Francisco laboratory capabilities such as in-house mAb cell line development and small-scale drug substance and drug product manufacturing. Dr. Hanly also enabled the on-time delivery of medicines to patients and clinical trials by executing on our end-to-end supply chain strategies and establishing Vir as a “partner of choice” to our CDMO partners.

Dr. Pang’s level of 100% individual attainment recognized his expanded role of Chief Medical Officer and interim Head of Research through the hiring of Jennifer Towne, Ph.D., as our Executive Vice President and Chief Scientific Officer in November 2023. During 2023, Dr. Pang led the advancement of our existing programs, while expanding our pipeline to discover and develop novel product candidates targeting new areas within influenza, COVID-19, RSV/MPV, precancerous HPV lesions, and other viral-associated and immune mediated diseases. Having served as Vir’s founding Chief Medical Officer since 2016, he provided invaluable support through this year of transition and change.

Per Ms. Friedl-Naderer’s separation agreement, she was awarded a 2023 bonus equal to the level of 100% corporate and individual performance in 2023.

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

Given the nature of the Company and business, we have experienced high stock price volatility. To help manage challenges with volatility, we worked to design the program to emphasize long-term, sustained performance. The plan includes:

Our annual and new hire RSUs and stock options vest over a four-year period. The RSUs vest 25% annually over four years, and the stock options cliff vest at 25% after one year, then vest in equal monthly installments for the next 36 months. We typically grant annual and new hire equity using a mix of 1/3 RSUs and 2/3 stock options (in terms of number of shares).

In 2023, as a result of the transitions and changes experienced by the Company at the executive level, the Compensation Committee granted a combination of annual equity awards to NEOs providing ongoing services to the Company, new hire equity awards to new NEOs, and special transition RSU awards to select NEOs. The long-term incentive compensation granted in 2023 was designed to support our goal of retaining and properly compensating key leaders as our leadership team evolved while continuing to drive the business forward without interruption.

The Compensation Committee, with the help of its independent compensation consultant, evaluates various internal and external factors to determine the size of our annual equity awards. Internally, the Committee considers any promotions or changes in role, recognition of significant contributions, and individual retention objectives to help size and differentiate the awards. Externally, the Committee evaluates other inputs in addition to grant date fair value given the highly volatile nature of our stock. These factors include:

Consistent with this approach, the Committee sought to grant a similar number of annual equity shares to each eligible NEO in 2023 as in 2022. The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

The number of RSUs and stock options granted in 2023 were generally consistent with the number of shares granted in 2022 and had a similar grant price. Dr. Scangos and Mr. Horn did not receive annual equity grants in anticipation of their planned transitions. Dr. De Backer, Mr. Lee and Dr. Calcagno each received new hire equity grants upon their respective start dates in 2023, detailed in the section below titled “2023 New Hire Equity Awards.”

In addition to the awards listed above, the Compensation Committee also approved special RSU grants to select NEOs in February 2023, coinciding with their annual equity awards. These RSUs were granted to ensure business continuity and stability during a critical leadership transition period for the Company.

The RSUs vest with a backloaded schedule as follows: 2/3 of the shares vest after the second anniversary of the grant date and the final 1/3 of shares vest on the third anniversary of the grant date, subject to continued employment with the Company on the applicable vesting dates.

The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

Like the annual equity awards, the Compensation Committee considers a variety of factors in determining the size of new hire equity awards such as peer market data and what type of outstanding equity the new hire is forfeiting (if any) at his or her prior employer. When assessing the peer market data, the Compensation Committee considers the percentage of Vir’s shares outstanding represented by the potential grant, potential realizable value, and grant date fair value. See “—Chief Executive Officer Transition” above for a detailed description of the factors considered in the new hire equity award granted to Dr. De Backer.

Similar to the annual equity grants, we show both the grant date fair value of each executive’s new hire equity as well as the year-end intrinsic value to emphasize the volatile nature of our stock and the at-risk element of our equity grants, the majority of which are in the form of stock options. The number of shares granted, grant date fair value, and intrinsic value of the awards as of fiscal year end are detailed in the table below:

In February 2024, the Compensation Committee approved 2% to 4% base salary increases for each Current NEO and did not make any changes to their respective target AIP percentages. Because of the decrease in our stock price since the grant date of our 2023 annual grants, the grant date fair values of the 2024 annual equity awards were substantially lower than the previous year:

In general, all of our NEOs are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other employees.

Our NEOs are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. We currently match 100% of employee contributions of the first 3% of eligible compensation, and 50% of contributions on the next 2% of eligible compensation. Participants are immediately and fully vested in all contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, and the 401(k) plan’s related trust is intended to be tax-exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to participants until distributed from the 401(k) plan.

We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances, such as: the temporary housing allowances provided to Dr. Hanly; the temporary housing allowance provided to Ms. Friedl-Naderer, given the amount of time the Company asked her to spend in San Francisco through her departure in March 2024; and a global health plan provided to Dr. De Backer, given the amount of time the Company has asked her to spend in the U.S. pending her permanent relocation to San Francisco, at which time she will be covered under the same broad-based Company-sponsored health benefits programs offered to all full-time salaried employees residing in the U.S. These arrangements are described in more detail under the section entitled “—Agreements with Named Executive Officers” below.

Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to the Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan and, if applicable, their respective offer letters, as described in more detail below in the section entitled “—Potential Payments Upon Termination or Change of Control.” The plan provides for a combination of a lump-sum cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting, other than for Dr. De Backer, is generally subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or

followed by a termination of employment without cause by us, or with good reason by the NEO. For Dr. De Backer acceleration of vesting upon a Change in Control is subject to her employment letter agreement described in more detail under the section entitled “—Agreements with Named Executive Officers.”

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

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the Company’s current and former executive officers. While the Compensation Committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2023. Under Financial Accounting Standard Board ASC Topic 718 (“ASC Topic 718”), we are required to estimate and record an expense for each share-based payment award (including stock options) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

Each year, the Compensation Committee reviews our compensation policies and programs to assess whether they may encourage our employees and executives to take inappropriate risks. In June 2023 the Compensation Committee reviewed our current compensation plans, including the mix of fixed and variable compensation, performance metrics, program oversight, measurement and payout timing, discretion and caps on short-term incentives, award size, vesting schedules and other terms of long-term equity incentives as well as other incentive opportunities and their features. After reviewing each of our compensation plans, the Compensation Committee determined that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our Company as a whole.

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management and, based on such review and discussions, the Compensation Committee has approved the inclusion of the Compensation Discussion & Analysis in this proxy statement and its incorporation by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC.

Mr. Robert More (Chair)

Ms. Janet Napolitano

Dr. Phillip Sharp

Dr. Elliott Sigal

The following table shows the compensation paid to or earned by our NEOs during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, for the year(s) in which they were a NEO. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2023, please see the Compensation Discussion and Analysis and the narrative to this table.

We have entered into letter agreements with each of our Current NEOs. The letter agreements generally provide for at-will employment and set forth the Current NEO’s initial base salary, target bonus, eligibility for employee benefits and equity award grants. In addition, each of our Current NEOs has executed a form of our standard confidential information and invention assignment agreement. The key terms of the letter agreements with our Current NEOs are described below. Any potential payments and benefits due upon a qualifying termination of employment or a change in control are further described below under “—Potential Payments Upon Termination or Change in Control.”

In January 2023, we entered into an employment letter agreement with Dr. De Backer, our Chief Executive Officer. Pursuant to her letter agreement, Dr. De Backer was initially entitled to an annual base salary of $900,000 and a discretionary annual target bonus equal to 80% of her base salary, contingent upon the achievement of individual and corporate performance objectives established by the Board. Dr. De Backer’s letter agreement also provided her with a one-time cash sign-on bonus of $5,000,000, paid in two equal installments: (i) $2,500,000 of which was paid on or around April 3, 2023, the time of her appointment as Chief Executive Officer, and (ii) $2,500,000 of which was paid on or around April 3, 2024, and was subject to Dr. De Backer’s continued employment with the Company on such date.

In addition, on April 3, 2023, Dr. De Backer was granted a sign-on equity award of 1,152,904 stock options (the “De Backer Option”) and 576,452 RSUs (the “De Backer RSUs” and together with the De Backer Option, the “De Backer Equity Awards”). Twenty-five percent of the total number of shares subject to the De Backer Option vested and became exercisable on April 3, 2024, and the remainder will vest in 36 equal monthly installments thereafter. The De Backer RSUs vest in four equal installments beginning April 3, 2024, until fully vested on April 3, 2027. In the event of a Change in Control (as defined in the Vir Biotechnology, Inc. 2019 Equity Incentive Plan, as may be amended from time to time (the “Plan”)), all shares, options and other securities subject to unvested De Backer Equity Awards (other than the portion of such De Backer Equity Awards that would otherwise have vested during the six-month period after the date of such Change in Control (the “Carved Out Equity”)) that are granted pursuant to Section 7(a) of Dr. De Backer’s employment letter agreement will become fully vested and exercisable and no longer subject to any restrictions or forfeiture upon such Change in Control. The Carved Out Equity will, subject to Dr. De Backer’s continued employment with the Company or its successor in such Change in Control, continue to vest over the first six months after the date of the Change in Control in accordance with the vesting schedule in effect prior to the Change in Control; provided, that in the

event Dr. De Backer’s employment is terminated either by the Company (or its successor) without Cause (as defined in the Severance Plan (as defined below)) or by Dr. De Backer for Good Reason (as defined in the Severance Plan) then all such Carved Out Equity will immediately become fully vested and exercisable and no longer subject to any restrictions or forfeiture.

Dr. De Backer’s letter agreement further provides that, for up to eighteen (18) months following April 3, 2023 (the “Transition Period”), the Company will pay Dr. De Backer an allowance of $21,000 per month, less applicable taxes and withholdings, for costs incurred by Dr. De Backer in connection with her and/or her family’s relocation from Germany to the San Francisco area and temporary living costs in San Francisco. The Company will also pay Dr. De Backer for final relocation expenses incurred by her and her family after the expiration of the Transition Period consistent with the Company’s applicable relocation policy.

In February 2023, we entered into an employment letter agreement with Sung Lee, our Executive Vice President and Chief Financial Officer. Pursuant to his letter agreement, Mr. Lee was initially entitled to an annual base salary of $525,000 and a discretionary annual target bonus equal to 45% of his base salary, contingent upon the achievement of individual and corporate performance objectives established by the Board. Mr. Lee’s letter agreement also provided him with a one-time cash sign-on bonus of $500,000, which was paid on or around March 27, 2024, the one-year anniversary of his appointment as Executive Vice President and Chief Financial Officer, and was subject to Mr. Lee’s continued employment with the Company on such date.

In addition, the Company granted Mr. Lee two equity awards under the Plan. The equity awards were comprised of: (1) an option to purchase 133,000 shares of the Company’s common stock (the “Lee Option”) and (2) an award of restricted stock units (the “Lee RSUs”) with respect to 66,500 shares of the Company’s common stock. The Lee Option has an exercise price equal to the fair market value of the Company’s common stock on the date of grant of the Lee Option and will vest over four years, with 25% of the total number of shares subject to the Lee Option vesting on March 27, 2024, and the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Lee’s continued employment through each such date. The Lee RSUs will vest over four years, with one-quarter of the total number of RSUs vesting on each of the first four anniversaries of March 27, 2023, subject to Mr. Lee’s continued employment with the Company through each such date.

Mr. Lee’s letter agreement also provided for relocation expenses of up to approximately $460,000 in connection with his relocation from Germany to the San Francisco area (the “Relocation Expenses”) of which he had received $136,490 in 2023. Had Mr. Lee’s employment with the Company been terminated by the Company for Cause (as defined in the Severance Plan), or had he resigned without Good Reason (as defined in the Severance Plan), in either case prior to March 27, 2024, Mr. Lee would have been required to reimburse the Company, within 30 days of separation, for 100% of the Relocation Expenses paid to Mr. Lee.

In February 2021 we entered into an employment letter agreement with Dr. Hanly, our Executive Vice President and Chief Technology Officer. Pursuant to her letter agreement, Dr. Hanly was initially entitled to an annual base salary of $445,000 and a discretionary annual target bonus equal to 40% of her base salary, contingent upon the achievement of individual and corporate performance objectives established by the Board. Dr. Hanly also received a one-time cash retention bonus of $250,000 in May 2021. Dr. Hanly’s one-time cash retention bonus was subject to repayment to the Company had Dr. Hanly’s employment with the Company been terminated by the Company for cause or had Dr. Hanly resigned without good reason prior to the first anniversary of Dr. Hanly’s employment start date. Dr. Hanly’s letter agreement also provided that Dr. Hanly was entitled to receive (i) an option to purchase 60,000 shares of our common stock that vests as follows: 25% on the one-year anniversary of March 29, 2021, and the remaining 75% in 36 equal monthly installments thereafter and (ii) 30,000 shares of RSUs that vests in four equal annual installments beginning on the one-year anniversary of March 29, 2021, in each case, subject to Dr. Hanly’s continued employment through each such date. These equity grants were made in March 2021.

We amended and restated Dr. Hanly’s letter agreement in May 2021. Pursuant to her amended and restated letter agreement, Dr. Hanly will continue to serve as our Executive Vice President and Chief Technology Officer, upon similar terms as set forth in her previous letter agreement. In addition to her previous equity awards, Dr. Hanly will be eligible to receive future equity grants as determined by the Board or the Compensation Committee.

In February 2023 the Compensation Committee granted Dr. Hanly (i) an option to purchase 55,000 shares of our common stock that vests as follows: 25% on the one-year anniversary of February 22, 2023, and the remaining 75% in 36 equal monthly installments thereafter, (ii) 27,500 shares of RSUs that vests in four equal annual installments beginning on the one-year anniversary of February 22, 2023, and (iii) a retention award in the amount of 10,000 shares of RSUs that vests as follows: two-thirds on the second anniversary of February 22, 2023, and the final one-third on the third anniversary of February 22, 2023, in each case, subject to Dr. Hanly’s continued employment through each such date.

In March 2022 the Compensation Committee approved the following reimbursement of Dr. Hanly’s relocation expenses, for total expenses of up to $440,700: (i) an aggregate of $66,000 for temporary housing expenses in 2021, (ii) payments of approximately $13,725 per month for temporary housing expenses in 2022, for an aggregate amount of $164,700, and (iii) up to an aggregate of $210,000 for permanent relocation expenses. In June 2022 the Compensation Committee amended the reimbursement of relocation expenses for Dr. Hanly, increasing the reimbursement of permanent relocation expenses from $210,000 to $368,000, inclusive of a tax gross-up. In December 2022, the Compensation Committee further amended the reimbursement of relocation expenses for Dr. Hanly, reducing the monthly temporary housing allowance from $13,275 per month to $10,000 per month for 2023. In December 2023, the Compensation Committee extended such monthly temporary housing allowance through April 30, 2024, and determined that the monthly temporary housing allowance will cease at such time and that any portion of the relocation reimbursement remaining unused by Dr. Hanly after December 31, 2024 will be forfeited.

In April 2023, we entered into an employment letter agreement with Jeffrey Calcagno, M.D., our Executive Vice President and Chief Business Officer. Pursuant to his letter agreement, Dr. Calcagno was initially entitled to an annual base salary of $500,000 and a discretionary annual target bonus equal to 45% of his base salary, contingent upon the achievement of individual and corporate performance objectives established by the Board. Dr. Calcagno’s letter agreement also provided him with a one-time cash sign-on bonus of $400,000, which was paid to Dr. Calcagno on the first payroll date following his appointment as Executive Vice President and Chief Business Officer, but which will not be earned until the one-year anniversary of his start date and remains subject to Dr. Calcagno’s continued employment with the Company on such date.

In addition, the Company granted Dr. Calcagno two equity awards under the Plan. The equity awards were comprised of: (1) an option to purchase 110,000 shares of the Company’s common stock (the “Calcagno Option”) and (2) an award of RSUs with respect to 55,000 shares of the Company’s common stock (the “Calcagno RSUs”). The Calcagno Option has an exercise price equal to the fair market value of the Company’s common stock on the date of grant of the Calcagno Option and will vest over four years, with 25% of the total number of shares subject to the Option vesting on the one-year anniversary of his start date, and the remainder vesting in 36 equal monthly installments thereafter, subject to Dr. Calcagno’s continued employment through each such date. The Calcagno RSUs will vest over four years, with one-quarter of the total number of Calcagno RSUs vesting on each of the first four anniversaries of Dr. Calcagno’s start date, subject to Dr. Calcagno’s continued employment with the Company through each such date.

The following table shows for the year ended December 31, 2023, certain information regarding grants of plan-based awards to our NEOs.