Gene G. Kinney - President and Chief Executive Officer | PROTHENA CORP PUBLIC LTD (PRTA) Executive Profile & Compensation

About Gene G. Kinney

Gene G. Kinney, Ph.D., is President & Chief Executive Officer of Prothena (PRTA) and has served as a director since 2016. He previously served as COO (part of 2016) and CSO/Head of R&D (2012–2016), and earlier held senior R&D roles at Elan, Janssen Alzheimer Immunotherapy, Merck, and Bristol Myers Squibb; he also served as Assistant Professor at Emory University School of Medicine. He holds a B.A. from Bloomsburg University and an M.A./Ph.D. from Florida Atlantic University; age 56 as of March 28, 2025 . Proxies emphasize pipeline progress and cash management as performance anchors (e.g., execution across AD/amyloid programs and 100% achievement of 2024 corporate objectives), rather than formal TSR/revenue/EBITDA targets; shareholders approved say‑on‑pay at 99% in 2024, evidencing strong investor support .

Past Roles

Organization	Role	Years	Strategic impact
Prothena	COO	2016 (part)	Transition to CEO; operational leadership before appointment as CEO
Prothena	CSO & Head of R&D	2012–2016	Built discovery and development pipeline; led scientific strategy
Elan Pharmaceuticals	SVP Pharmacological Sciences; VP Pharmacology	2009–2012	Led nonclinical research; Head of Nonclinical Research for Janssen Alzheimer Immunotherapy R&D
Merck Research Laboratories	Senior Director, Head of Central Pharmacology	2001–2009	Led non‑clinical discovery and clinical development programs in neurodegenerative/psychiatric indications
Bristol Myers Squibb	Various roles	n/a	Research roles contributing to drug discovery
Emory University School of Medicine	Assistant Professor (Psychiatry & Behavioral Sciences)	n/a	Academic research/teaching in neuroscience

External Roles

Organization	Role	Years	Strategic impact
Janssen Alzheimer Immunotherapy R&D	Head of Nonclinical Research (while at Elan)	2009–2012	Nonclinical leadership for AD immunotherapy programs

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	600,521	630,547	654,129
Target Bonus (% of base)	60%	60%	60%
Base Salary approved early year ($)	n/a	n/a	657,837 (approved early 2024)

Notes: CEO target bonus is set by employment agreement at 60% of base salary; Board approved a 3.5% merit increase for 2024 .

Performance Compensation

Annual cash incentives are based 100% on corporate objectives for the CEO; the Compensation Committee/Board determined 2024 corporate performance at 100%, resulting in a 100% target payout for Dr. Kinney .

Annual Bonus Outcomes | Metric | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Actual Bonus Paid ($) | 414,359 | 359,412 | 392,478 (100% of target) |
Long-term Incentives (Options-centric program; no PSUs/RSUs granted to CEO during 2022–2024) | Metric | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Option Awards – Grant-Date Fair Value ($) | 5,705,925 | 6,039,017 | 6,168,827 |
2024 Plan-Based Awards Detail (CEO) | Item | Value | |---|---:| | Option grant (shares) | 307,000 | | Exercise price ($/sh) | 30.30 | | Grant date | 2/27/2024 | | Approval date | 2/21/2024 | | Annual bonus threshold ($) | 236,821 | | Annual bonus target ($) | 394,702 | | Annual bonus max ($) | 592,053 | | Vesting schedule (options) | 25% at 1-year; monthly over next 3 years; 10-year term |

Compensation governance anchors:

At‑risk pay emphasis (CEO target mix: 91% at risk in 2024)
No hedging/pledging; no tax gross‑ups; no option repricing without shareholder approval; no executive retirement plans .
Independent compensation consultant; annual peer review .

Equity Ownership & Alignment

Beneficial Ownership (as of Sept 24, 2025) | Holder | Shares Owned | Acquirable within 60 days | Total Deemed Beneficial | % Outstanding | |---|---:|---:|---:|---:| | Gene G. Kinney | 152,793 | 2,116,234 | 2,269,027 | 4.1% |
Outstanding Options (as of FY 2024 year-end; select lots) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | |---:|---:|---:|---| | 59,090 | — | 22.85 | 03/11/2025 | | 40,625 | — | 22.85 | 02/24/2026 | | 25,125 | — | 22.85 | 09/01/2026 | | 16,759 | — | 22.85 | 11/02/2026 | | 62,500 | — | 22.85 | 02/22/2027 | | 140,601 | — | 22.85 | 02/21/2028 | | 620,000 | — | 15.04 | 06/21/2028 | | 245,000 | — | 13.53 | 02/27/2029 | | 200,000 | — | 12.15 | 02/25/2030 | | 50,000 | — | 12.15 | 02/25/2030 | | 239,583 | 10,417 | 22.60 | 02/25/2031 | | 177,083 | 72,917 | 32.45 | 02/23/2032 | | 67,812 | 87,188 | 52.97 | 03/02/2033 | | — | 307,000 | 30.30 | 02/27/2034 |
Policy alignment: Hedging and pledging company stock are prohibited by Code of Conduct/Insider Trading Policy . Equity awards for executives are primarily nonqualified stock options that vest over 4 years, directly linking realized value to share price appreciation .

Insider selling pressure indicators:

Large near‑term exercisables (2.12M shares acquirable within 60 days as of 9/24/2025) and upcoming expirations (e.g., 59,090 options expiring 3/11/2025; multiple 2026 maturities) can create windows for exercise/sales; subject to trading policy windows .

Employment Terms

Term	Outside Change-in-Control (CIC)	Within 24 months after CIC	Death/Disability
Cash severance	125% of base salary (lump sum)	200% of base salary (lump sum)	— (see equity)
Bonus	100% of target (lump sum)	200% of target (lump sum)	—
COBRA premiums	Company pays excess over active employee rate up to 18 months	Same up to 18 months	—
Career transition	12 months outplacement if commenced within 60 days	12 months outplacement if commenced within 60 days	—
Equity vesting	Post‑2016 awards accelerate to amount vesting over next 18 months; pre‑2016 options accelerate 12 months; post‑term exercise extended to 18 months (12 months for pre‑2016)	100% acceleration of all unvested equity; post‑term exercise extended to 18 months	100% acceleration of options; 12‑month exercise window
280G treatment	Best‑net (“best pay”) cutback vs full pay to maximize after‑tax	Best‑net (“best pay”) cutback vs full pay	n/a

Other provisions:

CEO target bonus set at 60% of base; change‑in‑control benefits are “double‑trigger” (CIC plus qualifying termination) consistent with governance best practices .

Clawback: Company will recoup incentive compensation as required by SEC/Nasdaq if a restatement occurs .

Perquisites/retirement: No perquisites and no executive retirement plans/SERPs .

Board Governance

Role/independence:
- Gene G. Kinney is the sole non‑independent director (employee CEO). He receives no additional board compensation .
- The Board has an independent Chair (Daniel G. Welch) and fully independent Audit, Compensation, Nominating & Corporate Governance, and R&D committees; Kinney is not a member of any board committee .
Current committee composition (Kinney not on committees): | Committee | Members (Chair in bold) | |---|---| | Audit | Shane M. Cooke (Chair), Paula K. Cobb, Richard T. Collier | | Compensation | Paula K. Cobb (Chair), Shane M. Cooke, Daniel G. Welch | | Nominating & Corporate Governance | Richard T. Collier (Chair), Helen S. Kim, William H. Dunn, Jr. | | Research & Development | Lars G. Ekman (Chair), William H. Dunn, Jr., Dennis J. Selkoe |

Dual-role implications:

CEO also serves as a director; mitigants include independent Chair, fully independent key committees, and prohibition on hedging/pledging .

Director Compensation (for Kinney as director)

Employee director; receives no additional compensation for board service (compensated as CEO only) .

Say‑on‑Pay & Shareholder Feedback

Say‑on‑pay approval: 99% in 2024; 99% in 2023 .
Committee maintained program structure given strong shareholder support .

Compensation Peer Group (Benchmarking)

Committee uses an independent consultant; peer group emphasizes pre‑commercial biotech in Ph1–Ph3, market cap ~$0.8–$7.5B, with talent‑market relevance; base salaries assessed around the 50th percentile of market data .
Illustrative peers (2022 review) included Alector, Allakos, AnaptysBio, Arcus Biosciences, Arrowhead Pharmaceuticals, among others .

Performance & Track Record

2024 highlights: Continued PRX012 Phase 1 (ASCENT), BMS‑986446 (PRX005) Phase 2 enrollment, prasinezumab PADOVA results (missed primary but positive trends; Roche evaluating next steps), ongoing coramitug (PRX004/NNC6019) Phase 2 at Novo; AL amyloid program continued under SPA; cash used in 2024 of $150.3M in line with guidance; year‑end cash $472.2M, above guidance .
2025 EGM: Board seeking capital reduction to create distributable reserves, enabling potential share redemption program (buybacks/dividends) pending court approval and Board discretion .

Risk Indicators & Red Flags

Positive governance: Double‑trigger CIC; no hedging/pledging; no tax gross‑ups; no option repricing; strong say‑on‑pay support .
Insider trading compliance: Company reported timely Section 16 compliance in 2024 except one late Form 4 for the CFO (not the CEO) .
Potential selling pressure: Concentration in stock options with substantial near‑term exercisables and upcoming expirations (2025–2026 lots) could influence trading around windows .

Expertise & Qualifications

Education: B.A. (Bloomsburg); M.A./Ph.D. (Florida Atlantic) .
Domain experience: Neuroscience R&D leadership across Elan/Janssen AI, Merck; prior academic credentials; deep program leadership in AD, PD, and amyloid disorders .

Equity Ownership & Ownership Guidelines

CEO beneficially owns 2.27M shares (including options exercisable within 60 days), or 4.1% of outstanding; no pledging allowed under policy .
Stock ownership guideline multiple not disclosed in proxies reviewed.

Employment Terms (Additional Detail)

CEO target bonus fixed at 60%; equity award agreements include post‑termination acceleration and extended exercise periods; 280G “best net” applies .

Investment Implications

Pay alignment: High at‑risk mix and option‑only long‑term incentives directly tie CEO wealth to share appreciation; 100% corporate‑objective bonus structure in 2024 paid at 100% of target, consistent with disclosed operational goals achievement .
Retention/M&A dynamics: Robust CIC protection (2x salary+bonus cash, full acceleration, 18‑month exercise) supports retention through strategic events; outside CIC severance (1.25x salary+1.0x bonus plus partial acceleration) balances retention without excessive fixed guarantees .
Trading signals: Large pool of options exercisable within 60 days (2.12M) and several maturities through 2026–2034 increase potential for periodic insider exercises; policy restrictions (no hedging/pledging) and trading window controls apply .
Governance quality: Independent Chair; independent and active committees; strong shareholder endorsement (99% say‑on‑pay) reduce governance discount; no perqs, no gross‑ups, no repricing allowed .
Capital returns backdrop: If Irish court approves capital reduction, Board optionality for redemptions/buybacks could enhance equity value; not guaranteed and contingent on Board decision and conditions .