Shane M. Cooke

About Shane M. Cooke

Independent director of Alkermes plc since March 2018; age 62 as of April 1, 2025. Former President of Alkermes and of Alkermes Pharma Ireland Limited (APIL) until retirement in March 2018; currently serves on the Audit and Risk Committee. A chartered accountant with deep Irish corporate, finance, and biopharma operating experience; current outside public board: Prothena Corporation plc (Nasdaq: PRTA) since 2012 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit and Risk Committee member (joined Feb 2024); committee is 100% independent; 4 meetings in 2024; Audit Chair is Andy Wilson (designated audit committee financial expert) .
• Independence: Board determined all directors other than the CEO are independent under Nasdaq and SEC rules; committees comprised solely of independent directors .
• Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; four regularly scheduled Board meetings held .
• Executive sessions: Regular meetings of non‑employee directors held after each in‑person Board meeting in 2024 and chaired by the Lead Independent Director .
• Overboarding: Policy limits to max 3 outside public boards for non‑employee directors; all directors complied in 2024 .

Fixed Compensation

• Current non‑employee director cash retainers (paid pro‑rata quarterly): Board member $74,000; Audit & Risk Committee member $15,000; Audit & Risk Committee chair $25,000; Compensation Committee member $15,000; chair $25,000; Financial Operating Committee member $12,000; chair $20,000; Nominating & Corporate Governance Committee member $12,000; chair $20,000 .

Performance Compensation

• Equity structure: Annual Grant target value $375,000 (unchanged since 2018), 50% RSUs and 50% stock options; New Director Grant value $562,500 if applicable .
• 2024 grant details for non‑employee directors (including Cooke): 8,013 RSUs (granted May 31, 2024; $23.40 per share); 17,492 stock options (Black‑Scholes grant‑date FV $10.72 per option); Annual Grants vest in full at one‑year anniversary; options expire the earlier of 10 years from grant or 3 years after service termination; acceleration on death or permanent disability .
• No director‑specific performance metrics disclosed; director equity vests time‑based; company prohibits option repricing without shareholder approval .

Other Directorships & Interlocks

• Related‑party transactions: Company reports no related‑person transactions >$120,000 since Jan 1, 2024; Audit & Risk Committee reviews related‑party transactions quarterly .
• Overlaps: No transactions disclosed with entities where Cooke holds roles; general prohibition on hedging/pledging mitigates alignment concerns .

Expertise & Qualifications

• Chartered accountant; extensive finance, operations, and transactional experience from Elan and Alkermes leadership roles; strong Irish corporate governance and regulatory familiarity; global pharmaceutical experience and business development credentials .

Equity Ownership

• Outstanding awards at Dec 31, 2024: RSUs 8,013; stock options 289,391 .
• Ownership guidelines: Directors required to hold shares equal to 3x annual retainer; compliance confirmed for all directors and officers as of Jan 2, 2025; unexercised options and unvested performance RSUs excluded from guideline valuation .
• Hedging/pledging: Prohibited for directors under Insider Trading Policy .

Governance Assessment

• Board effectiveness: Cooke adds seasoned finance and Irish governance expertise to the Audit & Risk Committee, which oversees enterprise risk, internal controls, and related‑party transactions—areas aligned to his background .
• Independence and alignment: Designated independent; met attendance expectations; equity grants are time‑based with share ownership guidelines and hedging/pledging prohibitions reinforcing alignment .
• Compensation structure: Director pay is balanced between cash and equity; award values unchanged since 2018; no perquisites or option repricing; independent compensation consultant engaged by Compensation Committee for program benchmarking (Alpine Rewards LLC) .
• Shareholder signals: 2024 say‑on‑pay support for executive compensation was ~98%, indicating broad investor confidence in compensation governance; Board‑led shareholder engagement included Lead Independent Director participation .

RED FLAGS and monitoring items

• Former Alkermes President and current APIL chairman could raise perceived familiarity risk, but Board classifies him as independent and reports no related‑party transactions; ongoing Audit & Risk oversight is mitigating .
• Industry overlap via Prothena: no disclosed transactions; continue monitoring for potential interlocks or conflicts; overboarding policy compliance maintained .

Director Compensation — Program Reference

Compliance & Insider Filings

• Section 16: Company indicates all director/executive reports timely in 2024 except one Form 4 for a non‑director executive (Blair Jackson) due to administrative error; no delinquency noted for Cooke .

Notes on Committee Responsibilities

• Audit & Risk: Oversees external audit, internal controls, ERM (including cybersecurity, privacy), related‑party transactions, and sustainability disclosure integration .
• Compensation: Oversees pay programs and risks; independent consultant; reviews director compensation annually .
• Nominating & Corporate Governance: Oversees board composition, refreshment, conflicts, overboarding, succession planning, and ESG .