UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.___)No.    )

Filed by the Registrant  ☒                            Filed by a partyParty other than the Registrant  ☐

Check the appropriate box:

VIR BIOTECHNOLOGY, INC.Vir Biotechnology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount previously paid:

Form, Schedule or Registration Statement No.:

Filing party:

Date Filed:

VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 20202022

Dear Stockholder:

YouOn behalf of the Board of Directors, you are cordially invited to attend the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) of Vir Biotechnology, Inc., a Delaware corporation (the “Company”“Company”). The meetingAnnual Meeting will be held on Friday, May 20, 20202022, at 10:0011:30 a.m. local time atPacific Time. Due to the ongoing COVID-19 pandemic and to support the health and well-being of our offices located at 499 Illinois Street, Suite 500, San Francisco, CA 94158*employees and stockholders, the Annual Meeting will be a completely virtual meeting of the stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2022 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 to attend the Annual Meeting virtually.

We are holding the Annual Meeting for the following purposes:purposes, as more fully described in the accompanying proxy statement:

1. To elect the Board of Directors’Directors’ three nominees for director named herein to hold office until the 20232025 Annual Meeting of Stockholders.

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as ourthe Company’s independent registered public accounting firm for our fiscal year ending December 31, 2020.2022.

3. 4. To conduct any other business properly brought before the meeting.

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

The record date for the annual meetingAnnual Meeting is March 27, 2020.28, 2022. Only stockholders of record at the close of business on that date may vote at the meetingAnnual Meeting or any adjournment thereof.

By Order of the Board of Directors

Howard Horn

Secretary

San Francisco, California

April 6, 20207, 2022

Table of Contents

This summary highlights important information you will find in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of the Board of Directors and management, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use and accountability of resources and enhance stockholder value. Please see “Information Regarding the Board of Directors and Corporate Governance” for more information.

Our commitment to good corporate governance is illustrated by the following practices:

Our commitment to Environmental, Social, Governance (ESG) is deeply embedded in our culture and is based on humanitarian principles and practices. We are sensitiveacutely 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.

Proposal 1 — Election of Directors

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

Proposal 2 – Advisory Vote on Executive Compensation

The Board of Directors recommends that stockholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this proxy statement (the “say-on-pay” vote). Detailed information about the compensation paid and awarded to our named executive officers can be found beginning on page 20.

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Highlights of our executive compensation best practices follow.

Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the selection of Ernst & Young LLP as our independent registered public health and travel concerns our management, directors and stockholders may have regardingaccounting firm for the evolving COVID-19 pandemic andyear ending December 31, 2022. Detailed information about this proposal can be found beginning on page 22.

ii

VIR BIOTECHNOLOGY, INC.

499 Illinois Street, Suite 500

San Francisco, California 94158

PROXY STATEMENT

FOR THE 20202022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 20202022

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”“SEC”), we have elected to provide access to our proxy materials over the internet.Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) because the Board of Directors (sometimes referred to as the “Board”“Board”) of Vir Biotechnology, Inc. (sometimes referred to as “we,“we,” “us,“us,” “our,“our,” the “Company”“Company” or “Vir”“Vir”) is soliciting your proxy to vote at the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. The Annual Meeting will be held virtually on Friday, May 20, 2022, at 11:30 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIR2022 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card in order to be able to vote your shares or submit questions via the Internet during the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internetInternet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on April 8, 20207, 2022, to all stockholders of record entitled to vote at the annual meeting.Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 18, 2020.2022.

HowWhy are we holding a virtual 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. Due to the ongoing public health impact of the COVID-19 pandemic, we believe a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world without person-to-person contact, at no cost (other than any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies). A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of the Board of Directors or management. During the Annual Meeting, we may answer questions submitted during the Annual Meeting, to the extent relevant to the business of the Annual Meeting, as time permits.

What do I need to do to attend the annual meeting?Annual Meeting?

The meetingYou will be heldable 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/VIR2022. To participate in the Annual

Meeting, you will need the 16-digit control number included on Wednesday,your Notice or proxy card. The Annual Meeting webcast will begin promptly at 11:30 a.m. Pacific Time on May 20, 2020 at 10:00 a.m. local time at our offices located at 499 Illinois Street, Suite 500, San Francisco, CA 94158. Directions2022. We encourage you to access the Annual Meeting prior to the annual meeting may be foundstart time. Online check-in will begin at www.vir.bio. Information on how to vote in person at11:15 a.m. Pacific Time, and you should allow ample time for the annual meeting is discussed below.

Please note that while we intend to hold the meeting in person at the location set forth above, we are sensitive to the public health and travel concerns our management, directors and stockholders may have regarding the evolving COVID-19 pandemic and the related protocols that federal, state and local governments may impose. As a result, we may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). Please retain the control numbers from your proxy card so that you can access the meeting if it is converted to a virtual-only meeting. Any such change will be announced via a press release that will be filed as additional soliciting material with the SEC as soon as reasonably practicable before the meeting.check-in procedures.

Who can vote at the annual meeting?Annual Meeting?

Only stockholders of record at the close of business on March 27, 202028, 2022, will be entitled to vote at the annual meeting.Annual Meeting. On this record date, there were 109,803,505132,341,617 shares of common stock outstanding and entitled to vote. A list of our stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting. If you would like to view the list, please contact our Secretary to make arrangements by calling (415) 906-4324 or writing to him at Attn: Secretary, 499 Illinois Street, Suite 500, San Francisco, California 94158. In addition, the list will be available for inspection by stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/VIR2022.

Stockholder of Record: Shares Registered in Your Name

If on March 27, 2020,28, 2022, your shares were registered directly in your name with Vir’sVir’s transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote in personlive online at the meetingAnnual Meeting or vote by proxy. Whether or not you plan to attend the meeting,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 internetInternet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on March 27, 202028, 2022, 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”“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.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.Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person atlive online during the meetingAnnual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are twothree matters scheduled for a vote:

How do I vote?

You may either vote “For” all the nominees“For” any nominee to the Board of Directors or you may “Withhold”“Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For”“For” or “Against”“Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in personlive online at the annual meeting,Annual Meeting, vote by proxy over the telephone, vote by proxy through the internetInternet 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 meeting,Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meetingAnnual Meeting and vote in personlive online even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

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 in personlive online at the annual meeting,Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or bankother agent included with these proxy materials, or contact your broker, bank or bankother agent to request a proxy form.

How many votes do I have?

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 March 27, 2020.28, 2022.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

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

Beneficial Owner: Shares Registered in the Name of Broker or Bank

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 New York Stock Exchange (“NYSE”

(“NYSE”) deems the particular proposal to be a “routine”“routine” matter. Brokers and nominees can use their discretion to vote “uninstructed”“uninstructed” shares with respect to matters that are considered to be “routine,“routine,” but not with respect to “non-routine”non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine”non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on ProposalProposals 1 or 2 without your instructions, but may vote your shares on Proposal 23 even in the absence of your instruction.

If you aare 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.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For”“For” the election of the three 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”“For” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.2022, as described in Proposal 3. If any other matter is properly presented at the meeting,Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

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. 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.

What does it mean if I receive more than one Notice?

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.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

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

Beneficial Owner: Shares Registered in the Name of Broker or Bank

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.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’syear’s proxy materials, your proposal (including a director nomination) must be submitted in writing by December 9, 2020,8, 2022, to Attn: Secretary, 499 Illinois Street, Suite 500, San Francisco, California 94158.

If you wish to submit a proposal (including a director nomination) at thenext year’s annual meeting that is not to be included in next year’syear’s proxy materials, you must do so between January 20, 20212023 and February 19, 2021.2023. You are also advised to review our Amended and Restated Bylaws (“Bylaws”), which contain additional requirements relating to advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting,Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,“For,” “Withhold”“Withhold” and broker non-votes,non-votes; with respect to Proposal 2 regarding the advisory vote to approve executive compensation, votes “For,” “Against,” abstentions and broker non-votes; and for the proposal to ratify the Audit Committee’sCommittee’s selection of Ernst & Young LLP as our independent registered public accounting firm, votes “For“For,” and “Against, “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for Proposal 2 and Proposal 3 and will have the same effect as “Against” votes.“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.

What are “broker non-votes”?

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

How many votes are needed to approve each proposal?

For the election of directors, the three nominees receiving the most “For”“For” votes from the holders of shares present in personby 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”“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. Broker non-votes will have no effect.

To be approved, Proposal 3, ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020,2022, must receive “For”“For” votes from the holders of a majority of shares present in personby remote communication at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain”“Abstain” from voting, it will have the same effect as an “Against”“Against” vote. Broker non-votes, if applicable, will have no effect. Brokers generally have discretionary authority to vote on the ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm, thus we do not expect any broker non-votes on Proposal 3.

What is the quorum requirement?

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 meeting in personAnnual Meeting or represented by proxy. On the record date, there were 109,803,505132,341,617 shares outstanding and entitled to vote. Thus, the holders of 54,901,75466,170,809 shares must be present in personby remote communication or represented by proxy at the meetingAnnual 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 nominee)agent) or if you vote in personlive online at the meeting.Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present by remote communication at the meeting in personAnnual Meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?Annual Meeting?

Preliminary voting results will be announced at the annual meeting.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.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 meeting,Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who should I contact if I have any questions?

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 (415) 915-4228 or at ir@vir.bio.

Who do I contact if I experience technical difficulties trying to access or during the Annual Meeting?

If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.

with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc. in May 2020, and as President and Chief Executive Officer of Vitae Pharmaceuticals, Inc., a clinical-stage biotechnology company, from March 2004 until its acquisition by Allergan plc in October 2016. Prior to working at Vitae Pharmaceuticals, Inc., Mr. Hatfield served in numerous executive capacities at Bristol Meyers Squibb Company, a global biopharmaceutical company (“BMS”), including Senior Vice President of BMS’s Immunology and Virology divisions, President and General Manager of BMS Canada and Head of U.S. Market Access. Mr. Hatfield previously served on the boards of directors of aTyr Pharma, Inc., a biotechnology company, from April 2017 to April 2021, MiRagen Therapeutics, Inc., a biotechnology company, from August 2017 until June 2021 shortly after its acquisition of, and name change to, Viridian Therapeutics in October 2020, Zafgen, prior to its merger with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc. in May 2020, Ambit Biosciences Corporation, a pharmaceutical company, prior to its acquisition by Daiichi Sankyo Company, Ltd. in November 2014, InVivo Therapeutics, Inc., a biotechnology company, from October 2016 to December 2018 and Vitae Pharmaceuticals, Inc., prior to its acquisition by Allergan plc in October 2016 (each a U.S. publicly traded company). He is an adjunct professor and a Dean’s Advisory Board member for Purdue University’s College of Pharmacy and is a Key Advisory Board member for the Harvard Business School’s Blavatnik Fellowship in Life Sciences Entrepreneurship. Mr. Hatfield holds a B.S. in pharmacy from Purdue University’s College of Pharmacy and an M.B.A. from The Wharton School at the University of Pennsylvania.

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

Saira Ramasastry, 46, has served as a member of ourthe Board of Directors since December 2016.September 2019. Ms. BurowRamasastry has served as Managing DirectorPartner 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 ARCH Venture Partners since November 2011Merrill Lynch & Co., Inc., an investment management company, where she helped establish the biotechnology practice and previously held positionswas responsible for origination of increasing responsibilitymergers 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 ARCHWasserstein Perella & Co., an investment banking firm, from August 2002July 1997 to November 2011.September 1998. Ms. Burow alsoRamasastry currently serves on the Boardboards of Directorsdirectors of the following companies: Gossamer Bio,Day One Biopharmaceuticals, Inc., a public biopharmaceutical company, Vividion Therapeutics, Inc. (“Vividion”), a biotechnology company, Lycera Corp.Sangamo Therapeutics, Inc*., a biopharmaceuticalbiotechnology company, BlackThornand Akouos, Inc., a precision genetic medicine company (each a U.S. publicly traded company), and Glenmark Pharmaceuticals, Ltd., a pharmaceuticals company (a BSE and NSE-traded public 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, Metacrine, Inc., a biotechnology company, Scholar Rock Holding Corporation, a public biotechnology company, Unity Biotechnology, a public biotechnology company, Beam Therapeutics Inc., a biotechnology company, Pretzel Therapeutics, Inc., a biotechnology company, Rome Therapeutics, Inc., a biotechnology company, Boragen, Inc., an agtechnology company, AgBiome Inc., a biotechnology company, and Sienna Biopharmaceuticals, Inc., a public pharmaceutical company. She previouslyfrom 2013 until it was a co-founder and member of the Board of Directors of Receptos, Inc., a public pharmaceutical company, prior to its acquisition by Celgene Corporation, and of Sapphire Energy, Inc., an energy

company. Ms. Burow has participated in a number of other ARCH portfolio companies including Kythera Biopharmaceuticals, Inc., a biotechnology company acquired by Allergan plc in 2018 and IkariaCassava Sciences, Inc., a biotechnologybiopharmaceutical company, acquired by Madison Dearborn Partners LLC. Priorfrom 2013 to joining ARCH,2020 (each a U.S. publicly traded company). Ms. Burow was an associateRamasastry received her B.A. in economics with the Novartis BioVenture Fund in San Diegohonors and distinction and an early employee at the Genomics Institute of the Novartis Research Foundation. Ms. Burow received her B.S.M.S. in Chemistrymanagement 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 Berkeley, an M.A.regional board of Cambridge in Chemistry from Columbia UniversityAmerica. Ms. Ramasastry is also a Health Innovator Fellow of the Aspen Institute and an M.B.A. froma member of the University of Chicago.Aspen Global Leadership Network.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Ms. BurowRamasastry is qualified to serve on ourthe Board of Directors due to her extensive experience serving on the Board of Directors of clinical-stage biotechnology companiesin global healthcare investment banking and her investment experiencestrategic advisory consulting in the life sciences industry.

Robert More

George Scangos, Ph.D., 52,73, has served as our President and Chief Executive Officer and as a member of ourthe Board of Directors since September 2016. Since OctoberJanuary 2017. From July 2010 to December 2016, Mr. More hasDr. Scangos 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 FoundationChief Executive Officer and led its Global Health Venture Initiative. He served as a General Partnermember of venture capital firms Frazier Healthcare Ventures and Domain Associates from September 2008 to June 2013 and from Junethe board of directors of Biogen Inc., a U.S. publicly traded biopharmaceutical company (“Biogen”). From October 1996 to July 2008, respectively. Mr. More2010, 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 Sienna Biopharmaceuticals,Agilent Technologies, Inc., a public pharmaceutical company. He also currently serves on the board of directors of the following private companies: Affinivax, Inc., a biotechnology company, eGenesis, a biotechnology company, Qihan Biotech, a biotechnology company, Sirenas, LLC, a biotechnology company, Tyra Biosciences, Inc., a biotechnology company, and as an advisor on Liquiglide, Inc. a biotechnology company. Mr. More previously served on the board of directors of the following public companies: Achaogen, Inc., a biopharmaceutical company, Carticept Medical, Inc., a medical device company, Cartiva, a medical device company, Neothetics Inc., a pharmaceutical company, Glaukos Corporation, a medical technology company, and IntraLase Corp., a medical device company acquired by Advanced Medical Optics in 2007. He also previously served on the board of directors of the followingU.S. publicly traded life sciences, companies: ESP Pharma, Inc., Proxima Therapeutics, Inc., NovaCardia, Inc., Esprit Pharma, Inc.diagnostics and Oceana Therapeutics, Inc. Mr. More was a founding member of the board of directors of the Kauffman Fellows Programapplied chemical analysis company, and previously served on the board of directors of One RevolutionExelixis from 1996 to 2020. Dr. Scangos served as Chair of

PhRMA in 2016, and The Foundation for Innovative New Diagnostics (FIND). Mr. More currently serves on oneas the Chair of the governing boards of the Biotechnology Innovation Organization (BIO).California Healthcare Institute in 2010. 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.

Our Nominating and Corporate Governance Committee and Board of Directors believe that Mr. More is qualified to serve on our Board of Directors due to his experience serving on the Board 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.

Vicki Sato, Ph.D., 71, has served as Chairman of our Board of Directors since December 2016. She was a professor of management practice at Harvard Business School from September 2006 to July 2017 and was a professor in the Department of Molecular and Cell Biology at Harvard University from July 2005 until October 2015. Previously, she served as President of Vertex Pharmaceuticals, Inc. (“Vertex”), a publicly-traded biotechnology company, which she joined in 1992. Prior to becoming President of Vertex, she was the Chief Scientific Officer and Senior Vice President of Research and Development. Prior to joining Vertex, Dr. Sato served as Vice President of Research at Biogen. Dr. Sato is a member of the board of directors of the following public companies: Bristol Myers Squibb Company, BorgWarner, Inc., Denali Therapeutics, Inc.,Global Alliance for TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Trustees of Cornell University and Syros Pharmaceuticals, Inc. Dr. Sato received her A.B. in Biology from Radcliffe College and her A.M. and Ph.D. in Biology from Harvard University. She conducted her postdoctoral work at boththe Board of Overseers of the University of California, BerkeleySan Francisco (“UCSF”). Dr. Scangos received his B.A. in Biology from Cornell University and Stanford Medical Center.a Ph.D. in Microbiology from the University of Massachusetts.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Dr. SatoScangos is qualified to serve on ourthe Board of Directors due to her experiencehis extensive training as a senior executivescientist, significant knowledge and experience in the biotechnology, healthcare and pharmaceutical industries and the perspective and experience he brings as a director of several life sciences companies,our President and because of her knowledge of our industry.Chief Executive Officer.

The Board of Directors Recommends

A Vote “For” Each Named Nominee.

Directors Continuing in Office Until the 20212024 Annual Meeting

Robert Nelsen, 56,58, has served as a member of ourthe Board of Directors since April 2016. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm (“ARCH Venture Partners”), in 1986 and has served as a Managing Director since 1994. Mr. Nelsen has served on the boardboards of directors of Denali Therapeutics, Inc. since May 2015, UnityLyell Immunopharma, Inc. since September 2018, Sana Biotechnology, Inc. since November 2011October 2018, and Karuna Therapeutics,Revolution Healthcare Acquisition Corp. since March 2021, 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 AugustApril 2010 and Brii Biosciences, Inc., a biotechnology company, since June 2018, each a public biotechnologyHong Kong publicly listed company, and currently serves on the boardboards of directors of a number of private companies. Mr. Nelsen previously served on the boardboards of directors of a number of publicU.S. publicly traded biotechnology companies, including 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 February 2014 to November 2015, Sienna Biopharmaceuticals, Inc. from October 2015 to September 2018 and Gossamer Bio, Inc. from January 2018 to December 2018 (prior to its initial public offering). 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 an M.B.A. from the University of Chicago and a B.S. from the University of Puget Sound with majors in Economics and Biology.Biology and an M.B.A. from the University of Chicago.

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

Robert Perez, 55,57, has served as a member of ourthe Board of Directors since January 2017. Mr. Perez has been an Operating Partner at General Atlantic, a global growth equity firm, since January 2019, the Executive Chairman and member of the board of directors of Akili Interactive Labs, Inc., a private biotechnology company, since 2017, the founder and Chairman of Life Science Cares, a non-profit organization, since 2016, and was the founder and Managing Partner at Vineyard Sound Advisors, LLC, a biopharmaceutical consulting firm, from March 2015 to December 2018. He previously served as Chief Executive Officer of Cubist Pharmaceuticals, Inc. (“Cubist”), a publicU.S. publicly traded pharmaceutical company, from January 1, 2015 until Cubist was acquired by Merck & Co., Inc. later that month. Mr. Perez joined Cubist in 2003 as Senior Vice President, Sales and Marketing, and served as Executive Vice President and Chief Operating Officer from 2007 to 2012 and President and Chief Operating Officer from 2012 to December 2014. Prior to joining Cubist, Mr. Perez held positions of increasing responsibility at Biogen from 1995 to 2003, most recently as Vice President of Biogen’s CNS business unit. Mr. Perez previously held various sales and marketing positions at Zeneca Pharmaceuticals. Mr. Perez has beenPharmaceuticals, a director of AMAG Pharmaceuticals, Inc., a publicmultinational pharmaceutical company, since January 2009, Zafgen, Inc. a public biopharmaceutical company, since September 2015, and Spark Therapeutics, Inc., a public gene therapy company, since January 2018. In addition, Mr. Perez has served as a director of ImmusanT, Inc., a biotechnology company, since April 2018.company. Mr. Perez also currently serves on the board of directors of Immunocore Holdings plc., a U.S. publicly traded biotechnology company, and as a member of the Board of Trustees at the Dana-Farber Cancer Institute, Inc. Mr. Perez was a member ofserved on the boardboards of directors of Cidara Therapeutics, Inc., a publicU.S. publicly traded biotechnology company, from March 2015 to June 2018, Flex Pharma, a publicU.S. publicly traded biotechnology company, from September 2015 to January 2018, Cubist from April 2014 to January 2015, and Unum Therapeutics Inc. (now known as Cogent Biosciences, Inc.), a publicU.S. publicly traded biopharmaceutical company, from March 2018 to June 2019, Zafgen, which merged with Chondrial Therapeutics, Inc. to form Larimar Therapeutics, Inc., from September 2015 to June 2020, AMAG Pharmaceuticals, Inc., a U.S. publicly traded pharmaceutical company which was acquired in November 2020, from February 2009 to November 2020, and Spark

Therapeutics, Inc., a U.S. publicly traded gene therapy company which was acquired in December 2019, from January 2018 to December 2019. Mr. Perez received his B.S. from California State University, Los Angeles and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles.

OurThe Nominating and Corporate Governance Committee and Board of Directors believe Mr. Perez is qualified to serve on ourthe Board of Directors due to his expertise and experience as an executive in the pharmaceutical industry and his board experience provide him with the qualifications and skills to serve on our Board of Directors.experience.

Phillip Sharp, Ph.D., 75,77, has served on ourthe Board of Directors since January 2017. Dr. Sharp has been an institute professor at MITMassachusetts Institute of Technology (“MIT”) since 1999. Prior to that, he led MIT’s Department of Biology from 1991 to 1999 before assuming the directorship of the McGovern Institute from 2000 to 2004. Much of Dr. Sharp’s scientific work has been conducted at MIT’s Center for Cancer Research (now the Koch Institute), which he joined in 1974 and directed from 1985 to 1991. Dr. Sharp is the winner of the 1993 Nobel Prize in Physiology or Medicine. Dr. Sharp is a member ofserves on the boardboards of directors of Alnylam Pharmaceuticals, Inc. and Syros Pharmaceuticals, Inc., each a U.S. publicly traded biopharmaceutical company. From 1982 to 2009, Dr. Sharp served as a director of Biogen, which he co-founded in 1978. Dr. Sharp earned his B.A. from Union College (Kentucky) and his Ph.D. in Chemistry from the University of Illinois, Urbana-Champaign. He completed his postdoctoral training at the California Institute of Technology.

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

Directors Continuing in Office Until the 20222023 Annual Meeting

Dipchand (Deep) NisharRobert More, 51,54, has served as a member of ourthe Board of Directors since August 2017.September 2016. Since JuneOctober 2016, Mr. More has served as Managing Director of Alta Partners, a venture capital firm. From July 2013 to May 2015, Mr. Nishar has worked for SoftBank Investment Advisors and currently servesMore served as Senior Managing Partner. From January 2009 to October 2014, Mr. Nishar served in various roles with LinkedIn Corporation, most recently as Senior Vice President, Products and User Experience. From August 2003 to January 2009, Mr. Nishar served in various roles with Google Inc., most recently as the Senior Director of ProductsAdvisor for the Asia-Pacific region.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. NisharMore has served on the board of directors of Guardant Health,Tyra Biosciences, Inc., a U.S. publicly traded biotechnology company, since October 2018,2018. 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 boardboards of directors of Tripadvisor, Inc. from September2013 to June 2019One Revolution and The Foundation for Innovative New Diagnostics (FIND). Mr. More currently serves on one of the boardgoverning boards of directors of OPower, Inc. from August 2013 to June 2016. Mr. Nisharthe Biotechnology Innovation Organization (BIO). He received his B.S. in Biology from Middlebury College and an M.B.A. with highest honors (Baker Scholar) from Harvardthe Darden School of Business School, his M.SEE fromAdministration at the University of Illinois, Urbana-Champaign, and his B.Tech with honors from the Indian Institute of Technology.Virginia.

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

Saira RamasastryJanet Napolitano, 44,64, has served as a member of ouron the Board of Directors since September 2019.August 2020. Ms. Ramasastry hasNapolitano 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 BoardPresident of the Michael J. Fox Foundation for Parkinson’s Research, and as business and sustainability lead for the European PreventionUniversity of Alzheimer’s Dementia consortium. FromCalifornia from September 2013 until her departure in August 1999 to March 2009, Ms. Ramasastry was an investment banker with Merrill Lynch & Co., Inc. where she helped establish the biotechnology practice and was responsible for origination of mergers and acquisitions, strategic and capital markets transactions.2020. Prior to joining Merrill Lynchher 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 financial analysttenured 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 mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998.American Philosophical Association. Ms. RamasastryNapolitano currently serves on the board of directorsCouncil of the following public companies: Sangamo Therapeutics Inc., Cassava Sciences, Inc., Innovate Biopharmaceuticals, Inc.,American Law Institute and Glenmark Pharmaceuticals, Ltd.  Ms. Ramasastry will step down from the board of directors of Innovate Biopharmaceuticals, Inc. in connection with its proposed merger with RDD Pharma Ltd., which is expected to close early in the second quarter of 2020. Ms. Ramasastry previouslyhas served on the board of directors of Repros TherapeuticsZoom 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 March 2013 until itSanta Clara University

where she was acquired by Allergan plc in January 2018. Ms. Ramasastry received her B.A. in economics with honorsa Truman Scholar and distinctionthe university’s first female valedictorian and an M.S. in management science and engineering from Stanford University, as well as an M. Phil. in management studiesa J.D. from the University of Cambridge where she is a guest lecturer for the Bioscience Enterprise Programme. Ms. Ramasastry is also a Health Innovator FellowVirginia School of the Aspen Institute and a member of the Aspen Global Leadership Network.Law.

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

George Scangos, Ph.D., 71, has served as our President and Chief Executive Officer and as a member of our Board of Directors since January 2017. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen Inc. (“Biogen”), a publicly traded biopharmaceutical company focused on the treatment of serious diseases. From October 1996 to July 2010, Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company. From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, 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 has served as a member of the board of directors of various publicly traded companies, including: Exelixis, Inc., since 1996; Agilent Technologies, Inc., a life sciences, diagnostics and applied chemical analysis company, since 2014; and Anadys Pharmaceuticals, Inc., a biopharmaceutical company, from 2003 to 2010. Dr. Scangos served as Chair of PhRMA in 2016, and as the Chair of the California Healthcare Institute in 2010. He was a member of the board of directors of the Global Alliance for TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Trustees of Cornell University and the Board of Overseers of the University of California, San Francisco. Dr. Scangos received his B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts.

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

Vicki Sato, Ph.D., 73, 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. Dr. Sato serves on the boards of directors of the following U.S. publicly traded companies: Akouos, Inc., a precision genetic medicine company, Allogene Therapeutics, Inc., a biotechnology company, and Denali Therapeutics, Inc. and previously served on the boards of directors of BMS, BorgWarner, Inc., a multinational automotive supplier, Syros Pharmaceutical, a biotechnology company, and PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions 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 of Directors believe Dr. Sato is qualified to serve on the Board of Directors due to her experience as a senior executive and as a director of several life sciences companies, and because of her knowledge of our industry.

Elliott Sigal, M.D., Ph.D., 70, 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 UCSF. He received his research training at the Cardiovascular Research Institute at UCSF, where he served on the faculty of the UCSF Department of Medicine.

The Nominating and Corporate Governance Committee and Board of Directors believe Dr. Sigal is qualified to serve on the Board of Directors due to his extensive training as a scientist, significant knowledge and experience in the biotechnology, healthcarelife sciences industry and pharmaceutical industries, and the perspective and experience he brings as our President and Chief Executive Officer.his extensive leadership experience.

Executive Officers

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

Ann (Aine) M. Hanly, Ph.D., 52, has served as our Chief Technology Officer since March 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.

Howard Horn, 43,44, has served as our Chief Financial Officer since March 2017. Prior to joining us, Mr. Horn served Biogen as its Vice President, Business Planning from June 2015 to October 2016, where he led Biogen’s resource allocation processes across all functions and regions. From October 2013 to June 2015, Mr. Horn served as Biogen’s Vice President, Strategic Corporate Financing,Finance, where he led Biogen’s corporate capital allocation processes. Mr. Horn previously held positions of increasing responsibility as a consultant in the Pharmaceutical and Medical Products Practice at McKinsey & Company, a management consulting company, from 2004 to 2013, and as an equity research analyst in the Life Sciences group at UBS Group AG, an investment banking firm, from 1999 to 2002. Mr. Horn received his B.A. in Economics from Princeton University and his M.B.A. from the Wharton School of the University of Pennsylvania.

Michael Kamarck, Ph.D.,69,has served as our Chief Technology Officer since June 2017. From September 2013 to May 2017, Dr. Kamarck served as a principal for Willow Creek Biotech Consulting, where he provided consulting services in the field of biotechnology technical operations for numerous large and small companies. From March 2014 to December 2014, Dr. Kamarck served as interim head of the Therapeutic Monoclonal Antibodies organization at Sanofi, where he led the integration and reorganization of the biotechnology assets of Sanofi and Genzyme. From December 2009 until March 2012, Dr. Kamarck served as President of Merck BioVentures and as Senior Vice President of Vaccines and Biologics Manufacturing at Merck & Co., Inc. (“Merck”). From May 2001 to October 2009, he held various senior executive positions at Wyeth Pharmaceuticals, Inc. (“Wyeth”), including President, Technical Operations and Product Supply and was responsible for global technical operations for all of the Wyeth businesses. Dr. Kamarck also served as a member of the Wyeth Management Committee. Prior to Wyeth, he was employed by Bayer AG for 17 years in a variety of technical and leadership capacities. Dr. Kamarck previously served on the board of directors of public companies Omni Bio Pharmaceutical, Inc. and Unilife Corporation, from January 2013 to June 2015 and July 2016 to October 2017, respectively. Dr. Kamarck received his B.A. from Oberlin College, his Ph.D. from Massachusetts Institute of Technology (“MIT”), and was a Leukemia Society Fellow at Yale University.

PhilPhillip Pang, M.D., Ph.D., 45,47, has served as our Chief Medical Officer since December 2018. Prior to that, Dr. Pang served as our Senior Vice President, Development from September 2017 to December 2018. From December 2016 to September 2017, Dr. Pang served as our Vice President, Clinical. From January 2016 to December 2016, Dr. Pang served as Chief Medical Officer of Riboscience LLC, a biotech startup focused on developing small molecule antivirals, where he oversaw both pre-clinical and clinical development. From May 2011 to November 2015, he worked as Program Lead at Gilead Sciences, Inc. (“Gilead”), a biopharmaceutical company, where his responsibilities included, among other things, leading a large matrix team responsible for worldwide approval of a hepatitis C treatment. Dr. Pang received his B.S. in Biological Sciences from Stanford University, his Ph.D. in Biochemistry and Biophysics from Columbia University and his M.D. from Columbia University Vagelos College of Physicians and Surgeons.

Jay Parrish, Ph.D.Steven Rice, 45,62 has served as our Chief BusinessAdministrative Officer since July 2017August 2020. Mr. Rice is responsible for human resources, legal, information technology, facilities and is one of our co-founders.employee communications. Mr. Rice held the Chief Human Resources Officer position since joining the Company in September 2019. Prior to that, Dr. Parrish served as our Seniorjoining us, Mr. Rice was the Chief Human Resources Officer for the Bill & Melinda Gates Foundation from May 2015 to May 2019 where he led human resources, facilities, events and travel. Prior to the Bill & Melinda Gates Foundation, Mr. Rice was the Executive Vice President Strategy and Corporate Development,of global human resources at Juniper Networks, Inc., a technology company, from April 2017 to July 2017. Dr. Parrish is a Venture Partner at ARCH Venture Partners, L.P. (“ARCH Venture Partners”), where he has served since May 2016. From September 2011February 2006 to May 2016, Dr. Parrish served in Gilead’s2015. Mr. Rice also chaired Juniper Networks’ Corporate Development group, where he was involved in building Gilead’s oncology and infectious disease portfolio, ultimately leading infectious disease business development for the company. Dr. Parrish also served asFoundation. Additionally, Mr. Rice held several human resources leadership positions at Hewlett-Packard Company, a scientist in Gilead’s medicinal chemistry group,computer hardware company, from March 20041981 to September 2011. Since 2012, Dr. Parrish has served as a part-time instructor at UC Berkeley Extension, where he teaches chemistry to undergraduates and post-baccalaureates. He also previously completed a postdoctoral fellowship at the Scripps Research Institute. Dr. Parrish2006, including Vice President of Human Resources Global Operations. Mr. Rice received his B.S.A.A. in Chemistrybusiness administration and management from Emory University, a Ph.D. in Synthetic Organic Chemistry from the University of South Florida and an M.B.A. from the University of California, Berkeley Haas School of Business.De Anza College.

Herbert (Skip) Virgin, M.D., Ph.D.,64, 66, has served as our Executive Vice President of Research and Chief Scientific Officer since January 2018. From July 1990 to February 2019, Dr. Virgin was a full-time member of the faculty of Washington University School of Medicine, St. Louis, Missouri. At Washington University School of Medicine, he served as the Edward Mallinckrodt Professor and Chair of the Department of Pathology & Immunology from 2006 until 2017. He maintains an association with Washington University as a non-tenured faculty member.member and currently serves as an Adjunct Professor of Internal Medicine at University of Texas Southwestern Medical Center. Earlier in his career, Dr. Virgin trained in internal medicine at Brigham and Women’s Hospital in Boston and in infectious diseases at Barnes Hospital in St. Louis. He is a member of the American Society for Clinical Investigation, the Association of American Physicians, the American Academy of Microbiology and the National Academy of Sciences. Dr. Virgin previouspreviously served on the Board of Reviewing Editors of Science, and is currently on the Editorial Boards ofCellandCell Host and Microbe. Dr. Virgin received his A.B. in Biology, his M.D. and his Ph.D. in Immunology from Harvard University and Harvard Medical School.

Johanna Friedl-Naderer,54, has served as our Executive Vice President and Chief Operating Officer since April 2022 and served as our Executive Vice President and Chief Business Officer, Global from March 2022 to April 2022. As our Chief Operating Officer, Ms. Friedl-Naderer is responsible for business development, finance, product development/regulatory and corporate affairs. Prior to joining us, Ms. Friedl-Naderer held various positions at Biogen from February 2001 to March 2022, most recently serving as President of Europe, Canada & Partner Markets at Biogen and as a member of Biogen’s Global Leadership Team, where she was fully responsible for the regional P&L and working on global commercial aspects of the business including strategy, planning and execution. During her more than 20-year tenure at Biogen, she held positions of increasing responsibility across a wide range of functions, building and leading teams in advancing access to medicines for the treatment of neurological conditions, including multiple sclerosis, spinal muscular atrophy, amyotrophic lateral sclerosis and Alzheimer’s disease. Ms. Friedl-Naderer has also served on several boards of directors, including the boards of directors of the European Federation of Pharmaceutical Industries & Associations (EFPIA), the Swiss-American Chamber of Commerce, Interpharma and the council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA).

Character: Board members should possess the personal attributes necessary to be an effective director, including unquestioned integrity, sound judgment, a collaborative spirit and commitment to the Company, our stockholders and other constituencies.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, ourthe Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. OurThe Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our guidelines and policies with respect to financial risk management, and financial risk assessment and assessment of brand and reputational risks including our major financial risk exposures and the steps taken by management to monitor and control these exposures. In addition, the Audit Committee considers management risks relating to data privacy, technology and information and cyber security, including (i) the potential impact of those exposures on our business, financial results, operations and reputation, (ii) the steps management has taken to monitor and mitigate such exposures, (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. OurThe Compensation Committee assesses and monitors whether any of our compensation policies and 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. OurThe 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, ourthe Board addresses the primary risks associated with those operations and corporate functions. In addition, ourthe Board reviews the risks associated with our company’s 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.

MeetingsAs a result of Thethe COVID-19 pandemic, we have and may in the future experience disruptions that could severely impact our business, preclinical studies and clinical trials. Given the evolving nature of the pandemic, our senior management and the Board of Directors are communicating more frequently to monitor potential business impacts and future strategic planning.

Meetings of the Board of Directors

The Board of Directors met sixseven times during the last fiscal year. All directors except Ms. Burow and Mr. Nishar 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.  Ms. Burow was unable to attend one meeting of the Board and two meetings of the Audit Committee.  Mr. Nishar was unable to attend two meetings of the Board.

Information Regarding Committees of the Board of Directors

The Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee and a Science and Technology Committee. The following table provides membership and meeting information for 20192021 for each of the foregoing Board committees:

Below is a description of each committee of the Board of Directors.

The Board of Directors has determined that each member of each committeethe Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee for 2022 meets the applicable Nasdaq rules and regulations regarding “independence”“independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment.

Below is a description of each committee of the Board of Directors.

Audit Committee

The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), to oversee our corporate accounting and financial reporting processes and audits of itsour financial statements. For this purpose, the Audit Committee is responsible for assisting ourthe Board of Directors 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 report reports directly to the Audit Committee. The Audit Committee evaluates the performance of our independent registered public accounting firm and 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 threefour directors: Ms. Ramasastry, Mr. Hatfield, Mr. More and Mr. Perez and Ms. Ramasastry.Perez. Ms. Ramasastry serves as the chair of ourthe 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 of Directors reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of ourthe 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 of Directors has also determined that Ms. Ramasastry and Mr. More each qualify as an “audit“audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Ms. RamasastryRamasastry’s and Mr. More’s level of knowledge and experience based on a number of factors, including their respective formal education and experience in financial and executive roles.

Report of the Audit Committee of the Board of Directors*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20192021, 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”(“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’accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’sfirm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2021.

Audit Committee

Ms. Saira Ramasastry (Chair)

Mr. Jeffrey S. Hatfield

Mr. Robert More

Mr. Robert Perez

Compensation Committee

TheIn 2021, the Compensation Committee iswas composed of four directors: Ms. Burow, Mr. More, Mr. Perez, Dr. Sharp and Dr. Sharp.Sigal. On February 25, 2022, the Compensation Committee was reconstituted, and the current members of the Compensation Committee are: Mr. More, Ms. Napolitano, Dr. Sharp and Dr. Sigal. Mr. More serves as the chair of ourthe 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, approval of our compensation objectives and the compensation of the Chief Executive Officer. The Compensation Committee also approves, or recommends to ourthe Board of Directors for approval, the compensation of other executives. In addition, the Compensation Committee reviews all compensation components, including base salary, bonus, benefits and other perquisites.

Compensation Committee Processes and Procedures

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”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 his 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 advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’sany such consultant’s or advisor’s reasonable fees and other retention terms.

Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’sadviser’s independence; however, there is no requirement that any adviser be independent.

During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq described above, the Compensation Committee engaged Semler as a compensation consultant. The Compensation Committee determined that Semler’s engagement raised no conflict of interest or independence concerns. The Compensation Committee requested that Semler review industry-wide compensation practices and trends to assess the competitiveness of our executive and non-employee director compensation programs.

As part of its engagement, Semler was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Semler also conducted individual interviews with senior management to learn more about our business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which we compete. Semler ultimately developed recommendations that were presented to the Compensation Committee for its consideration and to the Board for its information. Following an active dialogue with Semler, the Compensation Committee recommended that the Board approve certain recommendations of Semler.

Nominating and Corporate Governance Committee

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

TheIn 2021, the Nominating and Corporate Governance Committee was composed of four directors: Dr. Sato, Ms. Napolitano, Mr. Nelsen and Mr. Nishar, and Dr. Sato served as the chair of the Nominating and Corporate Governance Committee. On February 25, 2022, the Nominating and Corporate Governance Committee was reconstituted, and the current members of the Nominating and Corporate Governance Committee are Dr. Sato,are: Mr. Hatfield, Mr. Nelsen, Mr. Nishar and Dr. Sato. Mr. Nelsen. OurHatfield serves as the chair of the Nominating and Corporate Governance Committee. The Board has determined that each of the members of this committeethe Nominating and Corporate Governance Committee is independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Dr. Sato serves as the chair of our Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and understand our industry andas well as having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management; having sufficient time to devote to our affairs; demonstrating excellence in his or her 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.

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 other 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, ourthe 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. OurThe Nominating and Corporate Governance Committee’s priority in selecting board members is identification of persons who will further the interests of our companythe Company through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by providing timely notice in writing to our Secretary at c/o Vir Biotechnology, Inc., 499 Illinois Street, Suite 500, San Francisco, California 94158. To be timely, we must receive the notice not lessno later than 90 days nor moreFebruary 19, 2023, and no earlier than 120 days prior to the anniversary of the prior year’s annual meeting of stockholders;January 20, 2023; provided, however, that in the event that the date of the annual meeting is moreearlier than 30 days beforeApril 20, 2023 or morelater than 30 days after such anniversary date,June 19, 2023, we must receive the stockholder’s notice (i) no earlier than the close of business on the 120th120^th day prior to the proposed date of the annual meeting and (ii) no later than the close of business on the later of the 90th90^th day prior to the annual meeting or the 10th10^th day following the day on which we first make a public announcement of the date of the annual meeting. Submissions must include the specific information required in Section 5 of our Bylaws. For additional information about our director nomination requirements, please see our Bylaws.

The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.vir.bio.

Science and Technology Committee

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.

Stockholder Communications With Thewith the Board Ofof Directors

OurThe Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to: Attn: Secretary, 499 Illinois Street, Suite 500, 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 solicitations and hostile communications)solicitations).

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or on our Compensation Committee.

Code of Business Conduct and Ethics

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.

Corporate Governance Guidelines

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 guidelinesCorporate 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 Corporate Governance Guidelines isare available in the “Investors–Corporate Governance” section ofon our website www.vir.bio.www.vir.bio.

Hedging Policy

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

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

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 of Directors with respect to the fiscal year ended December 31, 2021. Highlights of our 2021 executive compensation program include the following:

As we describe in the Compensation Discussion & Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders. The Board of Directors believes this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

The Board of Directors is asking stockholders 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 of Directors (or any committee thereof), create or imply any change to the fiduciary duties of the Company or the Board of Directors (or any committee thereof) or create or imply any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). However, the Compensation Committee and the Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

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.

The Board of Directors Recommends

A Vote “For” Proposal 2

PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20202022, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the annual meeting.Annual Meeting. Ernst & Young LLP has audited our financial statements since 2017. Representatives of Ernst & Young LLP are expected to be present at the annual meeting.Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection 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 in personby remote communication or represented by proxy and entitled to vote on the matter at the annual meetingAnnual Meeting will be required to ratify the selection of our independent registered public accounting firm.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20192021 and 20182020, by Ernst & Young LLP, our principal accountant.

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

Pre-Approval Policies and Procedures.

The Audit Committee pre-approves all audit and non-audit services provided by Ernst & Young LLP before it is engaged by us to render non-audit services to ensure that the provision of these services does not impair the auditor’s independence. The non-audit services may include audit-related services, tax services and other non-audit services.

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

2021 Executive Compensation Highlights

Our executive compensation program is designed to enable us to attract and retain the top talent necessary for the success of our long-term business strategy. Each year we review our current compensation practices to ensure that they remain fair yet competitive. The highlights of our 2021 executive compensation program are as follows:

2021 Executive Compensation Policies and Practices

Executive Compensation Philosophy and Overview

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 that 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 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 creating a world without infectious disease.

Process of Setting Executive Compensation

Role of the Compensation Committee and the Board

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 NEOs’ pay levels as they relate to the broader market. Official compensation decisions for NEOs are typically made during the first Compensation Committee meeting of the following year. This two-step process gives the Compensation Committee time to thoughtfully determine each NEO’s individual pay elements and target total compensation opportunity.

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

Role of Management

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 independent compensation consultant to provide external market compensation data.

The CEO provides recommendations on the compensation packages for our NEOs other than himself as well as input and recommendations regarding 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, which are reviewed by both the Compensation Committee and the Board, and in providing perspective on our performance against those goals. No NEOs, including the CEO, are involved in their own compensation decisions.

Role of the Independent Compensation Consultant

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 2021, 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 2021, Semler Brossy did not provide services to the Company other than the services to the Compensation Committee described herein.

Role of Market Data

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; 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, breadth of platforms and clinical trials. The following 21 companies were approved in September 2020 and were used for 2021 compensation decisions:

In December 2021, the Compensation Committee approved an updated peer group for 2022 compensation decisions. The Compensation Committee added four biotech companies with similar valuations (Mirati Therapeutics, Inc., Biohaven Pharmaceutical Holding Company Ltd., Ultragenyx Pharmaceutical Inc. and Beam Therapeutics Inc.), removed two others due to too high or low market valuations relative to the Company (Moderna, Inc. and Atara Biotherapeutics, Inc.) and removed one company due to it being acquired (Myokardia, Inc.). Overall, the following group of 22 companies better reflect our market cap (peer group median of $5.4B compared to the Company at $5.6B) and is more heavily weighted towards commercial-stage companies than our prior peer group:

Stockholder Engagement

The Company is committed to engagement with stockholders. We review any feedback we receive from our stockholders about our executive compensation program to ensure that we understand key matters of interest to them, and to enable us to take that feedback into consideration for our compensation decisions such as introducing equity ownership guidelines and an expanded clawback policy for 2022.

Executive Compensation Program and Compensation Decisions for the Named Executive Officers

The primary components of our executive compensation program in 2021 were as follows:

Annual Base Salary

The base salaries for our NEOs are designed to provide them with a stable, fixed pay element for their services throughout the year. The Compensation Committee sets the base salary levels with consideration to 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 of Directors and broader market practices and data. The Compensation Committee reviews executive salaries each year – typically in connection with our annual performance review process – adjusting from time to time as appropriate to align with market competitive pay levels, accounting for individual responsibilities, performance and experience.

In February 2021, consistent with the process detailed above, the Compensation Committee reviewed the base salaries of each NEO. At that time, the Compensation Committee decided to increase NEO base salaries (other than the CEO) by 3.0%, consistent with annual merit increases across the rest of the Company. The Compensation Committee decided to increase the CEO’s base salary from $550,000 to $580,000 (+5.5%) to be more in-line with compensation of peer CEOs.

The 2021 base salaries for our NEOs were as follows:

Short-Term Corporate Incentive Plan

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

Each of our NEOs is assigned a target annual incentive opportunity based upon a percentage of his or her base salary with consideration to each NEO’s accountability, scope of responsibilities and potential impact on our performance. Based on the recommendations of the Compensation Committee, the Board approved each NEO’s target bonus for 2021. The opportunities, expressed as a percentage of base salary, did not change relative to 2020.

The target annual opportunities for our NEOs were as follows:

Payout of each NEO’s annual incentive is based on corporate attainment against a set of pre-determined goals approved by the Board of Directors each year following the recommendation of the Compensation Committee (typically in February). After corporate performance against the strategic goals has been approved, each NEO’s incentive is subject to further adjustments up or down based on the Compensation Committee’s qualitative determination of the executive’s individual performance for the year.

2021 Corporate Incentive Plan Performance Objectives

At the beginning of each year, the Compensation Committee determines the annual corporate performance objectives that are intended to be the most significant drivers of our short-term and long-term success.

In February 2021, the Compensation Committee directionally aligned on two sets of goals: (1) one set assuming a positive data readout of the COMET-ICE trial and (2) another set assuming a negative data readout of the COMET-ICE trial. After receiving a positive data readout, the Compensation Committee officially approved a final set of goals in May 2021.

For 2021, our goals were defined across six categories: clinical development, financial and business development, pre-clinical research, launch goals related to sotrovimab, people and culture and legal and infrastructure. The weightings of each goal category are detailed in the table below.

2021 Corporate Incentive Plan Outcomes

In February 2022, the Compensation Committee evaluated our achievement of the 2021 corporate goals and determined that the corporate goals had been achieved at a level of 140% of target. The 2021 payout not only reflects above-target achievement of most of our corporate goals, but also recognizes our employees’ relentless efforts over the course of the pandemic—carrying out clinical trials, ramping up production, collaborating with partners, negotiating with governments—ultimately resulting in sotrovimab’s worldwide supply and distribution while continuing to make progress across the rest of the Company’s product pipeline.

Payouts for each executive were considered with respect to individual performance. Final 2021 payouts as a percentage of target are detailed below:

Long-Term Incentive Compensation

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. Our stock price was in the top decile of our peers for fiscal year 2021 and our price varied between $26.34 and $83.07.

Despite the challenges with stock price volatility, we worked to design the program to emphasize long-term, sustained performance, which lead us to:

Our annual RSUs and stock options both vest over a four-year period. The RSUs vest 25% annually, and the stock options cliff vest at 25% after one year, then vest monthly thereafter.

The Board believes that the progress and performance during 2021 has demonstrated the productivity of the current technology platforms and the strong leadership of the executive team. The Board believes the Company is well positioned to continue expanding the impact for patients across multiple disease areas and to create sustained, significant value for stockholders over the coming years.

2021 Annual Equity Awards

The Compensation Committee considers a variety of factors in determining the size of the annual equity awards. These factors include regular analyses of each NEO’s outstanding unvested and total equity holdings relative to peer executives, the total value of each NEO’s annual target compensation package relative to peer executives, promotions or changes in role, recognition of significant contributions and retention objectives.

We calibrated the number of shares based on the factors above. During that process, our stock price generally traded in the $30 to $40 range, but at the time of the grant, our stock price increased to $67.38. Following the change in price, we chose to maintain the same number of shares, acknowledging the following factors:

The number of shares granted to our NEOs are outlined below:

Due to the grant price and that the price returned to the levels prior to the grant, none of the annual options granted in fiscal 2021 are currently in-the-money. As a result, the intrinsic value as of the stock price on December 31, 2021 ($41.87), is roughly 24% of the grant date fair value. Although this stock option grant is ‘underwater’, we believe that the grant can continue to provide significant incentives and value over time.

Health and Welfare Benefits

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.

Section 401(k) Plan

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.

Perquisites

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. Virgin, as described below under “—Agreements with Named Executive Officers—Agreement with Herbert (“Skip”) Virgin, M.D., Ph.D.” and reimbursements for Dr. Hanly’s relocation to San Francisco.

Post-Employment Compensation

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, 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 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.

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.

CEO Pay Ratio

Under the rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the CEO (the “CEO Pay Ratio”).

Measurement Date

We identified the median employee using our employee population as of December 31, 2021 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

Consistently Applied Compensation Measure (“CACM”)

To identify the median employee, we aggregated for each employee as of December 31, 2021: (1) annual base salary, (2) the actual bonus paid for 2021 and (3) the estimated grant date fair value of equity awards granted during the fiscal year ended December 31, 2021. Salaries for employees hired during 2021 were annualized, and we applied an annual average exchange rate to our Swiss employees to convert their pay to U.S. Dollars.

Pay Ratio

After applying our CACM methodology, we identified a group of employees whose compensation was at or near the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. Next, we calculated the median employee’s annual compensation in accordance with the requirements of the Summary Compensation Table.

Our median employee compensation in 2021 as calculated using the Summary Compensation Table requirements was $402,518. Our CEO’s compensation in 2021 as reported in the Summary Compensation Table as $20,682,838. Therefore, our CEO Pay Ratio for 2021 is approximately 52:1.

We believe the pay ratio reported above is a reasonable estimate based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio as reported above, as other companies have different employee populations and pay practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Accounting and Tax Considerations

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 2021. 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. Section 162(m) of the Internal Revenue Code of 1986, as amended (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. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, tax legislation signed into law in December 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by the transition rules will not be deductible by us.

Risk Assessment Concerning Compensation Practices and Policies

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 2021 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.

Compensation Committee Interlocks and Insider Participation

As noted above, the Compensation Committee consists of Robert More, Philip Sharp, Elliott Sigal and Robert Perez. None of the members of the Compensation Committee during 2021 has at any time been our officer or employee. None of our executive officers serve, or in the past fiscal year has served, as a member of the board of directors or the compensation committee of any entity that has one or more of its executive officers serving on the Board of Directors or Compensation Committee.

Compensation Committee Report*

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, 2021, for filing with the SEC.

Compensation Committee

Mr. Robert More (Chair)

Ms. Janet Napolitano

Dr. Philip Sharp

Dr. Elliott Sigal

Summary Compensation Table

The table below summarizes the total compensation for each of (i) Dr. Scangos, Mr. Horn and Dr. Virgin for the years ended December 31, 2019, 2020 and 2021 and (ii) Dr. Pang and Dr. Hanly for the year ended December 31, 2021. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2021, please see the Compensation Discussion & Analysis and the narrative to this table.