Steven B. Ketchum, Ph.D. - Executive Vice President, President of R&D and Chief Scientific Officer | AMARIN CORP PLC\UK (AMRN) Executive Profile & Compensation

About Steven B. Ketchum, Ph.D.

Executive Vice President, President of R&D and Chief Scientific Officer at Amarin (AMRN); age 60, with 25+ years in late‑stage product development and clinical/regulatory strategy. He joined Amarin in February 2012, and was named Chief Scientific Officer in January 2016; education includes a Ph.D. in Pharmacology (University College London) and B.S. in Biological Sciences (Stanford) . Company performance context for 2024: nine consecutive quarters of cash positive or neutral operations, year‑end cash of $294 million with no debt, and 2024 revenues “over $200 million,” with continued U.S. share leadership and EU expansion—key milestones that frame incentive outcomes for management, including R&D leadership .

Past Roles

Organization	Role	Years	Strategic Impact
Viracta Therapeutics, Inc. (formerly Sunesis Pharmaceuticals)	SVP, R&D (and Director until Feb 2021)	2008–2012 (director through Feb 2021)	Led R&D strategy across clinical, regulatory, and pharmaceutical development .
Reliant Pharmaceuticals	SVP, R&D and Medical Affairs	2005–2008	Led development and support for Lovaza and other commercialized CV products .
IntraBiotics Pharmaceuticals	SVP, Operations and Regulatory Affairs	Pre‑2005	Senior leadership in operations and regulatory .
ALZA Corporation	Regulatory Affairs roles (nearly 8 years)	Pre‑2005	Supported development/commercialization of multiple products, including Concerta .

External Roles

Organization	Role	Years	Notes
Sunesis/Viracta	Director	Through Feb 2021	Board service concurrent with/external to Amarin .

Fixed Compensation

Item	2023	2024	Notes
Base Salary (USD)	$645,840	$669,090	2024 merit increases across NEOs were 3.6%–4.8% .

Performance Compensation

Annual Cash Incentive (2024)

Executive	Target Bonus (% of Salary)	Weighting (Corp/Indiv)	Corporate Goal Achievement	Individual Goal Achievement	Payout (% of Target)	Actual Bonus (USD)
Steven B. Ketchum, Ph.D.	50%	75% / 25%	99.5%	100%	99.6%	$333,290

2024 Corporate Performance Scorecard (Drives Bonus Outcomes)

Metric Category	Weight	Outcome (Assessment)
Financial	60%	Achieved 98% vs plan; weighted 59% .
Commercial	20%	Mixed: EU market access 75% (7.5% weighted); U.S. payer share 100% (4%); regulatory approvals 100% (2%); advance filings 100% (2%); supply readiness 100% (2%) .
Pipeline & Medical	10%	MOA/data generation 133% (9% weighted); strategic evaluations 100% (3%) .
People & Culture	10%	Cyber/ERM 100% (4%); engagement 133% (4%); retention goal 100% (3%) .
Total	100%	Corporate goals achieved at 99.5% .

Long‑Term Equity (granted in 2024)

Grant Date	Award Type	Shares/Units	Exercise/Price	Grant‑Date Fair Value	Vesting Terms
2/1/2024	Stock Options	418,000	$1.21/sh	$422,293	33% at 1‑yr; balance quarterly over next 8 quarters .
2/1/2024	RSUs	116,000	—	$140,360	3 equal annual installments starting 2/2/2025 .

Notes:

AMRN reweighted LTI mix to 75% options / 25% RSUs in 2024 to strengthen stock‑price linkage; peer benchmarking targets at market median .
Company‑wide, options were underwater at 12/31/2024, limiting near‑term monetization pressure .

Equity Ownership & Alignment

Component	Detail
Beneficial Ownership (as of 2/28/2025)	1,984,154 shares/derivatives in total; includes 747,001 shares directly owned and 1,237,153 options exercisable/vesting within 60 days; <1% of outstanding .
In‑the‑Money Status	As of 12/31/2024, all NEO options were underwater (zero intrinsic value) .
Upcoming Vesting (from 2024 grants)	Options: 33% vest 2/1/2025; remaining quarterly thereafter . RSUs: three annual tranches starting 2/2/2025 . Certain performance RSUs had a tranche vesting 1/30/2025 .
Ownership Guidelines	Executives must hold equity equal to 1x salary (CEO 3x); NEOs have satisfied or are within the 5‑yr compliance window .
Hedging/Pledging	Prohibited without Audit Committee approval; policy restricts hedging and pledging to align with long‑term value .
Clawback	Dodd‑Frank compliant clawback adopted Oct 2023; covers incentive comp for current/former executive officers .

Employment Terms

Topic	Terms (Ketchum)
Employment Agreement	NEOs (other than CFO) have written employment agreements; at‑will, with non‑compete, non‑solicit, confidentiality obligations; no fixed term .
Severance (Non‑CIC)	Under Executive Severance Plan: 12 months base salary; 6 months acceleration of time‑based equity; up to 12 months health benefits (cost‑shared); subject to release .
Severance (Double‑Trigger CIC)	1.5x (base + target bonus) in lump sum; full vesting of all equity; up to 18 months health benefits (cost‑shared); subject to release .
Illustrative Potential Payments	If terminated without cause/for good reason within 24 months post‑CIC (as of 12/31/2024): Base $1,003,635; Bonus $501,818; RSU acceleration $240,382; Health $53,428; Total $1,799,263 . If terminated outside CIC window: Base $669,090; Bonus $334,545; RSU acceleration $64,190; Health $35,619; Total $1,103,444 .
Double‑Trigger Policy	CIC alone does not trigger severance or acceleration; requires qualifying termination (company‑wide policy) .

Performance & Track Record

2024 operations: nine consecutive quarters cash positive/neutral; U.S. IPE market share ~53%, EU launches advancing (pricing/reimbursement in additional markets), regulatory approvals in China and Australia; year‑end cash $294 million, no debt—factors used by the Remuneration Committee in evaluating compensation outcomes .
Scientific leadership and data generation: Ketchum underscored ongoing REDUCE‑IT data mining, mechanistic evidence (anti‑inflammatory pathways, protein expression), and consistent presence at major congresses to reinforce differentiation and complement LDL‑lowering therapies, aligning R&D focus with long‑term value in ex‑U.S. markets with IP through 2039 .

Compensation Structure Analysis

Mix and risk: 2024 LTI tilt to 75% options increases pay‑for‑performance sensitivity; annual bonuses tied 75% to corporate outcomes and 25% to individual goals, with corporate goals achieved at 99.5% and Ketchum’s payout at 99.6% of target .
Governance enhancements: Independent consultant engagement (Aon, then Pearl Meyer), refined peer groups, and shareholder outreach to simplify programs and better align metrics/weights with strategy; say‑on‑pay support improved to approximately 80% at the 2024 AGM .
Clawback/hedging/pledging: Robust guardrails reduce misalignment risk and discourage excess risk‑taking .
Compliance note: Three late Form 4s (including Dr. Ketchum) were due to administrative error related to annual grants .

Investment Implications

Alignment: High equity weighting and underwater options at year‑end 2024 increase leverage to share‑price recovery; ownership guidelines and anti‑hedging/pledging policies reinforce long‑term alignment .
Near‑term flow dynamics: Scheduled 2025–2027 RSU and option vesting may create periodic tax‑related selling or liquidity events; however, options’ underwater status at 12/31/2024 tempers immediate selling pressure .
Retention and change‑of‑control: Double‑trigger CIC benefits (1.5x salary+bonus and full equity acceleration for NEOs) plus standard severance outside CIC reduce retention risk amid strategic transition and activist influence; payouts for Ketchum are moderate in dollar terms, reflecting prior share price levels .
Execution focus: R&D leadership emphasizes sustained evidence generation and differentiation in protected geographies (EU patent runway), supporting the strategy to shift growth ex‑U.S.; incentive design ties to EU commercialization, cash discipline, and pipeline milestones, indicating clear operating KPIs for 2025+ .
Governance/say‑on‑pay: Improving support (≈80%) suggests shareholders view recent compensation changes as directionally better, lowering risk of future pay controversies if performance tracks disclosed priorities .