Table of Contents

​

​

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.        )

​

​

​

​

​

​

​

​

Table of Contents

PTC Therapeutics, Inc.

100 Corporate Court

South Plainfield, New Jersey 07080

April 28, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of PTC Therapeutics, Inc., on Wednesday, June 8, 2022 at 9:00 a.m., Eastern Time. Due to the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and well-being of our stockholders, directors, employees and communities, the Annual Meeting will be held over the Internet in a virtual meeting format, via live webcast at www.virtualshareholdermeeting.com/PTCT2022. There will not be a physical meeting location for the Annual Meeting and stockholders will not be able to attend the Annual Meeting in person.

The attached Notice of the Annual Meeting and proxy statement provide important information about the Annual Meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the Annual Meeting and to submit your voting instructions by proxy. Our Board of Directors recommends that you vote "for" each of the proposals listed on the attached Notice.

You may submit your proxy by Internet, by telephone or by requesting, prior to May 25, 2022, a printed or emailed copy of the proxy materials and using the enclosed proxy card. If you submit your proxy before the Annual Meeting but later decide to virtually attend the Annual Meeting, you may still vote at the Annual Meeting.

On behalf of our Board of Directors, management and all of our employees, I thank you for your continuing support and confidence.

As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend.

​

​

​

​

​

Table of Contents

PTC Therapeutics, Inc.

100 Corporate Court

South Plainfield, New Jersey 07080

​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 8, 2022

To the Stockholders of PTC Therapeutics, Inc.:

This proxy statement contains information about the 2022 Annual Meeting of Stockholders of PTC Therapeutics, Inc., which we refer to as the Annual Meeting. Due to the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and well-being of our stockholders, directors, employees and communities, the Annual Meeting will be held on Wednesday, June 8, 2022 at 9:00 a.m., Eastern Time, over the Internet in a virtual format, via live webcast at www.virtualshareholdermeeting.com/PTCT2022. There will not be a physical meeting location for the Annual Meeting, and stockholders will not be able to attend the Annual Meeting in person.

At the Annual Meeting, stockholders will consider and act upon the following matters:

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 28, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to stockholders of record at the close of business on April 14, 2022, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request, prior to May 25, 2022, to receive a printed or emailed set of our proxy materials.

We encourage you to vote in one of the following ways:

​

Table of Contents

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you may receive additional instructions from your broker or other nominee on how to vote your shares.

Whether or not you plan to virtually attend the Annual Meeting, we urge you to take the time to vote your shares.

​

​

​

​

​

​

Table of Contents

TABLE OF CONTENTS

​

​

​

​

​

Table of Contents

PTC Therapeutics, Inc.

100 Corporate Court

South Plainfield, New Jersey 07080

​

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

To be held on June 8, 2022

These proxy materials are being furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2022 Annual Meeting to be held on Wednesday, June 8, 2022 at 9:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/PTCT2022, or the Annual Meeting Website, and at any adjournment or postponement thereof. Due to the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and well-being of our stockholders, directors, employees and communities, the Annual Meeting will be conducted over the Internet in a virtual format. There will not be a physical meeting location for the Annual Meeting, and stockholders will not be able to attend the Annual Meeting in person.

All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted "for" each of the director nominees and "for" each of the proposals set forth in the accompanying Notice of Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect.

The Notice of Annual Meeting and proxy statement are first being mailed and/or made available to stockholders on or about April 28, 2022 in conjunction with the delivery of our 2021 Annual Report to Stockholders.

In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of "PTC," "the Company," "our," "we" or "us" refers to PTC Therapeutics, Inc., and its subsidiaries. Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.

Whether or not you expect to virtually attend the Annual Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. You may vote your shares on the Internet by visiting www.proxyvote.com or by telephone by calling 1-800-690-6903 and following the recorded instructions, by requesting, prior to May 25, 2022, a printed or emailed copy of the proxy materials and using the enclosed proxy card or by voting via the Annual Meeting Website at the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.

​

​

All website addresses given in this proxy statement are for information only and are not intended to be an active link or to incorporate any website information into this document.

​

​

​

Table of Contents

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

​

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

​

​

​

​

8

Table of Contents

CORPORATE GOVERNANCE

Our Board believes that good corporate governance is important to ensure that our Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that we have adopted to further this goal. Complete copies of the committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines described below are available on the Corporate Governance page of the Investors section of our website, www.ptcbio.com. Alternatively, you can request a copy of any of these documents by writing to our Vice President, Corporate Communications, PTC Therapeutics, Inc., 100 Corporate Court, South Plainfield, New Jersey 07080.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics, which is a code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on the Corporate Governance page of the Investors section of our website, www.ptcbio.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq’s listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Corporate Responsibility

As we seek to maximize value for our stockholders, patients and other stakeholders, we do so with a concerted and constant effort to embody the PTC Expectations within our culture and every aspect of our business.

As part of the PTC Expectations, we have focused on the need to be responsible corporate citizens, including in the following areas:

9

Table of Contents

Our Board works with our management team to ensure that our culture is conducive to a productive and healthy work setting and that the Company approaches corporate governance, environmental and social issues in a way that is consistent with our culture. Furthermore, we have historically provided equity awards to all of our employees upon commencement of employment and annually in our continuing effort to foster a culture in which every employee is responsible for our successes and is rewarded for our achievements.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of our Company and our stockholders. We have posted a current copy of the Corporate Governance Guidelines on the Corporate Governance page of the Investors section of our website, www.ptcbio.com.

The principal responsibility of the directors under the Corporate Governance Guidelines, which provides a framework for the conduct of our Board’s business, is to oversee our management and, in so doing, serve the best interests of the Company and its stockholders. This responsibility includes:

10

Table of Contents

Additional principles within the Corporate Governance Guidelines provide that:

Director Independence

Our Board has determined that all of our directors and director nominees, other than Dr. Peltz, our Chief Executive Officer, are independent as defined under applicable Nasdaq rules. In making such determination, our Board considered the relationships that each such person has with our Company and all other facts and circumstances that our Board deemed relevant in determining independence, including beneficial ownership of our common stock by our non-employee directors.

Director Nominations

Process

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our Board, and recommending the persons to be nominated for election as directors.

11

Table of Contents

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to members of our Board, search firms and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of our Nominating and Corporate Governance Committee and our Board.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee applies the criteria specified in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest with us, and ability to act in the interests of stockholders. Furthermore, the renomination of existing directors is not viewed as automatic, but is based on the continued qualification under the criteria set forth above as well as the existing directors’ participation in continuing director education and the directors’ performance and attendance on the Board and any committee. Our Nominating and Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is a prerequisite for any prospective director nominee.

Our Board does not have a formal policy with respect to diversity, but our Corporate Governance Guidelines provide that an objective of Board composition is to bring to our Company a variety of perspectives and skills derived from high quality business and professional experience and no potential nominees may be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. Our Board recognizes its responsibility to ensure that director nominees possess appropriate qualifications and reflect a reasonable diversity of personal and professional experience, skills, backgrounds and perspectives. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to promote our strategic objectives and to fulfill its responsibilities to our stockholders. In order to achieve the appropriate mix, our Board recognizes the importance of balancing longer tenured directors, who are able to develop detailed knowledge of our business over time, with new directors, who may bring new perspectives and ideas to the Board. The following table sets forth the self-reported gender and demographic background diversity of our current Board members and director nominee.

​

The director biographies presented under "Proposal 1: Election of Directors" indicate each director nominee’s experience, qualifications, attributes and skills that led our Board to conclude that he or she should be nominated to serve as a member of our Board or, in the case of our continuing directors, that he or she is qualified to serve on our Board. Our Board believes that each of the director nominees and continuing directors has had substantial achievement in his or her professional and personal pursuits, and possesses the background, talents and experience that our Board desires and that will contribute to the best interests of our Company and to long-term stockholder value.

Stockholder Nominations

Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials as of the date such recommendation is made, to our Nominating and Corporate Governance Committee, c/o Secretary, PTC Therapeutics, Inc., 100 Corporate Court, South Plainfield, New Jersey 07080. Assuming that appropriate biographical and background material has been provided on a timely basis, our

12

Table of Contents

Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of our Nominating and Corporate Governance Committee or our Board, by following the procedures set forth under "Stockholder Proposals and Nominations for Director."

Board Meeting and Annual Meeting Attendance

Our Board held 6 meetings during 2021.

During 2021, each of our directors attended at least 75% of the Board meetings and the meetings of the committees on which such director then served.

Our Corporate Governance Guidelines provide that our directors are expected to attend the Annual Meeting. All of our directors attended our 2021 annual meeting of stockholders.

Board Leadership Structure

The positions of Chair of the Board and Chief Executive Officer are currently separate. Mr. Schmertzler serves as our Chair of the Board and Dr. Peltz serves as our Chief Executive Officer. This leadership structure allows our Chief Executive Officer to focus on our day-to-day business and allows our Chair of the Board to lead our Board in its fundamental role of providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that our Chief Executive Officer must devote to his position, as well as the commitment required by Mr. Schmertzler to serve as our Chair of the Board, particularly as our Board’s oversight responsibilities continue to grow. Our Board also believes that this structure ensures a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board.

Our bylaws do not require the position of Chair of our Board and Chief Executive Officer to be separate. Our Board believes that its leadership structure demonstrates our commitment to good corporate governance, and is appropriate at present because it strikes an effective balance between strategy development, independent leadership and management oversight. Our Board believes its leadership structure positively affects its administration of its risk oversight function.

Board Committees

Our Board has established three standing committees: our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by our Board. Each committee’s charter is posted on the Corporate Governance page of the Investors section of our website, www.ptcbio.com.

Our Board has determined that all of the members of each of its three committees are independent as defined under applicable Nasdaq rules, including, in the case of all members of our Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in the case of all members of our Compensation Committee, the independence requirements contemplated by Rule 10C-1 under the Exchange Act.

Audit Committee

The members of our Audit Committee are Ms. Reeve, Mr. Southwell and Ms. Svoronos. Ms. Reeve chairs our Audit Committee. Our Audit Committee held six meetings in 2021.

13

Table of Contents

Our Audit Committee’s responsibilities include:

Our Board has determined that Ms. Reeve, Mr. Southwell and Ms. Svoronos are "audit committee financial experts" as defined in applicable SEC rules.

Compensation Committee

The members of our Compensation Committee are Ms. Smith, Messrs. Schmertzler and Southwell and Dr. Steele. Mr. Schmertzler chairs our Compensation Committee. Our Compensation Committee held nine meetings in 2021.

Our Compensation Committee’s responsibilities include:

Compensation Processes and Procedures

Our Compensation Committee makes all compensation decisions regarding our Chief Executive Officer and each of his direct reports, including salary, annual cash incentive compensation and long-term equity compensation (or, when the Compensation Committee deems it appropriate, makes recommendations concerning such matters to our Board). If

14

Table of Contents

the Compensation Committee deems it appropriate, it may delegate any of its responsibilities to one or more Compensation Committee members or subcommittees.

Our Compensation Committee relies on management for legal, tax, compliance, finance and human resource recommendations, data and analysis for the design and administration of the compensation and benefits programs for our executive officers. As a result, our Chief Executive Officer, our Chief Financial Officer, our Senior Vice President, Human Resources and our Executive Vice President & Chief Legal Officer generally attend Compensation Committee meetings upon the invitation of the Compensation Committee. The Compensation Committee also establishes, with input from the Chief Executive Officer and other members of the executive team, the corporate goals applicable to our annual cash incentive awards.

On an annual basis, our Chief Executive Officer meets with the executive officers to discuss the Company’s accomplishments as well as the individual officer’s performance and contributions over the year. Based on these discussions and input from others within the Company, our Chief Executive Officer, with respect to each executive officer other than himself, prepares an evaluation of the executive officer as to the level of contribution made to the management and success of our Company. In addition, our Chief Executive Officer, with the participation of other members of senior management, prepares information concerning the Company’s achievements and our performance against corporate goals during the fiscal year.

The Compensation Committee is presented with this information and the Chief Executive Officer’s recommendations with respect to each executive officer, other than himself, as to each element of compensation. The Chief Executive Officer’s recommendations, information concerning the Company’s performance over the applicable fiscal period, expectations concerning performance in the coming year, and advice and information from its independent compensation consultant are all taken into account by the Compensation Committee when it makes final determinations on executive compensation matters.

Our Chief Executive Officer’s performance and salary, annual cash incentive compensation and long-term equity compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Compensation Committee’s independent compensation consultant as requested by the Compensation Committee. Our Chief Executive Officer does not participate in decisions regarding his own compensation.

For additional information concerning our executive compensation program, see Compensation Discussion and Analysis on page 49.

Our Compensation Committee has delegated to the Chief Executive Officer limited authority to make equity award grants to employees of the Company or any of its present or future subsidiaries, other than to himself, any other named executive officer, or any employee who is a voting member of the executive committee of the Company or above the level of Executive Vice President or its equivalent, without necessity for any further action by the Board, Compensation Committee or any other committee of the Board. Any such awards must be reported to our Compensation Committee at its next meeting. Our Chief Executive Officer did not make any equity award grants pursuant to this delegated authority in 2021.

Role of Independent Compensation Consultants

Our Compensation Committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants. In 2021, our Compensation Committee engaged Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant, to provide comparative data on executive compensation practices in our industry, to assist the Compensation Committee in developing an appropriate list of peer companies against which to conduct compensation benchmarking, and to advise on our executive compensation program generally. The Compensation Committee also engaged FW Cook for recommendations and review of non-employee director compensation in 2021.

Although our Compensation Committee considers the advice and recommendations of independent compensation consultants as to our executive compensation program, our Compensation Committee ultimately makes its own decisions about these matters. In the future, we expect that our Compensation Committee will continue to engage independent

15

Table of Contents

compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.

The Compensation Committee has reviewed information regarding the independence and potential conflicts of interest of FW Cook during 2021 and 2022, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on such reviews, the Compensation Committee concluded that the engagement of FW Cook did not raise any conflict of interest. FW Cook did not provide services to the Company outside of services provided at the request of the Compensation Committee in 2021.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Dr. Zeldis, Mr. Schmertzler and Ms. Okey. Mr. Schmertzler chairs our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee held three meetings in 2021.

Our Nominating and Corporate Governance Committee’s responsibilities include:

Risk Oversight

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and those described in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Our Board is actively involved in oversight of risks that could affect us.

Role of Our Board in Management of Risk

Our Board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of senior management, including our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, on areas of material risk to our Company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks and has direct access to our Chief Compliance and Risk Officer, Chief Information Officer, Global Head of Information Security, Senior Vice President, Quality and our Senior Vice President, Global Regulatory Affairs. As part of its charter, our Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on our Company and the steps we take to manage them. Our Board believes that full and open communication between our management and our Board is essential for effective risk management and oversight.

In addition, our Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management and risks arising from our compensation policies and programs. Our Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of

16

Table of Contents

risks associated with board organization, membership and structure, succession planning for our directors and executive officers and corporate governance.

Communicating with our Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Chair of the Board and the Chair of our Nominating and Corporate Governance Committee, with the assistance of our Chief Legal Officer and Vice President, Corporate Communications, are primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as they consider appropriate.

Communications are forwarded to all directors if they relate to important substantive matters. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters that are duplicative communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded or redirected, as appropriate, such as business solicitations, job inquiries or advertisements, mass mailings, new product suggestions, or communications that have no rational relevance to our business or operations. In addition, material that is unduly hostile, threatening or similarly unsuitable will be excluded; however, any communication will be made available to any director upon her or his request.

Stockholders who wish to send communications on any topic to our Board should address such communications to the Board of Directors c/o PTC Therapeutics, Inc., 100 Corporate Court, South Plainfield, New Jersey 07080, Attn: Secretary.

Compensation Committee Interlocks and Insider Participation

Ms. Smith, Messrs. Schmertzler and Southwell and Dr. Steele served as members of the Compensation Committee during the last completed fiscal year.

None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or our Compensation Committee. None of the members of our Compensation Committee is, or has ever been, an officer or employee of PTC.

Policies and Procedures for Related Person Transactions

Our Board has adopted a written related person policy, which sets forth our policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a "related person," has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a "related person transaction," the related person must report the proposed related person transaction to our Chief Legal Officer. Our related person policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our Audit Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, in its discretion, may ratify the related person transaction. Our related person policy also permits the Chair of our Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between Audit Committee meetings, subject to ratification by the Audit Committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

17

Table of Contents

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by our Audit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider:

Our Audit Committee may approve or ratify the transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in our best interests. The Audit Committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

Our related person policy provides that transactions involving compensation of executive officers shall be reviewed and approved by our Compensation Committee in the manner specified in its charter.

All of the transactions discussed below under the heading "Related Person Transactions" that occurred or were ongoing during 2021 were reviewed and approved by our Audit Committee or, with respect to compensation matters, our Compensation Committee, in each case in accordance with our policy.

Related Person Transactions

Since January 1, 2021, we have engaged in the following transactions in which our directors, executive officers and holders of more than 5% of our voting securities, and affiliates of our directors, executive officers and holders of more than 5% of our voting securities may have a direct or indirect material interest. We believe that all of these transactions were on terms as favorable to us as could have been obtained from unrelated third parties.

18

Table of Contents

Familial Relationship

Jane (Zheng) Yang Almstead, the wife of Neil Almstead, our Chief Technical Operations Officer, is employed by us as a Senior Manager, Analytical Sciences and Ellen Welch, Ph.D., the wife of Stuart W. Peltz, our Chief Executive Officer, is employed by us as Chief Scientific Officer. For their services to the Company during fiscal 2021, these employees received compensation of $224,635 to $3,409,496, comprised of base salary and non-equity incentive compensation (paid in fiscal 2022 based on 2021 performance), equity awards in the form of stock options and restricted stock units (based on the grant-date fair value), company 401(k) matching contributions, and group term life insurance premiums paid by the Company. These amounts reflect the full grant-date fair value of equity compensation awarded in 2021 (computed in accordance with the provisions of ASC 718), and do not represent the actual value realized by the employee during the year. Each of these individuals participated in our benefit programs generally available to U.S. employees during 2021. Neither Dr. Peltz or Dr. Almstead participates in the compensation decisions regarding their family members, and we believe that the compensation paid to Ms. Almstead and Dr. Welch is fair and commensurate with what their compensation would be if they had no relationship to an executive officer of the Company.

During 2021, our IT, human resources and finance departments each engaged RSM US LLP, a provider of audit, tax and consulting services, for IT and tax services and audit services with respect to our 401(k) plan for aggregate fees of approximately $485,315. Dr. Peltz’s brother is a principal in a different business unit at RSM, and we have been advised that he does not receive a direct economic benefit from these service agreements. We have, and anticipate that we will continue to, engage RSM for these types of services during 2022. We believe that the fees paid are fair and have been unaffected by this relationship.

BioElectron Acquisition

As previously disclosed, on October 25, 2019 we completed the acquisition, or the Acquisition, of substantially all of the assets of BioElectron Technology Corporation, or BioElectron, pursuant to an Asset Purchase Agreement by and between us and BioElectron, dated October 1, 2019, or the Asset Purchase Agreement.

Upon the closing of the Acquisition, we paid to BioElectron total upfront consideration of $10.0 million, funded with cash on hand, less (i) transaction expenses incurred by BioElectron, (ii) the amount of outstanding indebtedness of BioElectron and (iii) $1.5 million to be held in an escrow account to secure potential indemnification obligations owed to us. Subject to the terms and conditions of the Asset Purchase Agreement, BioElectron may become entitled to receive contingent milestone payments of up to $200.0 million (in cash or in shares of our common stock, as determined by us) from us based on the achievement of certain regulatory and net sales milestones. Subject to the terms and conditions of the Asset Purchase Agreement, BioElectron may also become entitled to receive contingent payments of a low single digit percentage of net sales of certain products.

In April 2020, Matthew B. Klein was named our Chief Development Officer and currently serves as our Chief Operating Officer. At the time of the Acquisition, Dr. Klein was the Chief Executive Officer and director of BioElectron, and was, and remains as of the date of this proxy statement, a shareholder of BioElectron, owning approximately six percent of its outstanding shares. As a shareholder of BioElectron, Dr. Klein is entitled to receive a portion of any payments made to BioElectron pursuant to the Asset Purchase Agreement. No such payments were made to BioElectron in 2021. Dr. Klein was not a related party at the time of the Acquisition.

Indemnification Agreements

Our restated certificate of incorporation, or certificate of incorporation, provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with our directors and executive officers. These indemnification agreements may require us, among other things, to indemnify each such director and executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors and/or executive officers.

​

​

19

Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of April 14, 2022, except as otherwise indicated in the table below, by each of our directors and director nominees; each of our named executive officers; all of our directors, director nominees and executive officers as a group; and each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock.

The column entitled "Percentage of shares beneficially owned" is based on a total of 71,360,039 shares of our common stock outstanding as of April 14, 2022.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to (i) options that are currently exercisable or exercisable within 60 days of April 14, 2022 or (ii) restricted stock units that will vest within 60 days of April 14, 2022 are considered outstanding and beneficially owned by the person holding the options or restricted stock units for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of PTC Therapeutics Inc., 100 Corporate Court, South Plainfield, New Jersey 07080.

​

20

Table of Contents

21

Table of Contents

22

Table of Contents

​

​

23

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

Information Regarding Directors and Director Nominees

Board Composition

We currently have a classified board of directors consisting of three classes: Class I, Class II, and Class III. The terms of service of the three classes are staggered so that the term of one class expires each year. At each annual meeting of stockholders, directors are elected for a full term of three years to continue in office or to succeed those directors whose terms are expiring. Our directors hold office until their successors have been elected and qualified, or until the earlier of their resignation or removal.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board; that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes entitled to be cast in an annual election of directors; and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office or at a meeting of stockholders. Our Board is authorized to have eleven directors and currently consists of ten directors, three Class I directors, four Class II directors, and three Class III directors with one vacancy, which the Board intends to fill at the Annual Meeting.

There are no family relationships between or among any of our executive officers, directors or director nominees. The principal occupation and employment during the past five years of each of our directors and director nominees was carried on, in each case except as specifically identified below, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or director nominees and any other person or persons pursuant to which he was or is to be selected as a director or director nominee.

Director Nominees

At the Annual Meeting, stockholders will be asked to consider the election of Allan Jacobson, Ph.D., David P. Southwell, Dawn Svoronos and Alethia Young. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Dr. Jacobson, Mr. Southwell, Ms. Svoronos and Ms. Young for election at the Annual Meeting as Class III directors, each to serve until 2025.

Each of Dr. Jacobson, Mr. Southwell, Ms. Svoronos and Ms. Young, our director nominees, has indicated his or her willingness to serve on our Board, if elected. If any director nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute director nominee designated by our Board. We do not contemplate that any of our director nominees will be unable to serve if elected.

Unless otherwise instructed in the proxy, all proxies will be voted "FOR" the election of each of the director nominees identified above to a three-year term ending in 2025, each such director nominee to hold office until his or her successor has been duly elected and qualified.

A plurality of the voting power of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to elect each director nominee as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Our Board Recommends that You Vote "FOR" the Election of Allan Jacobson, David P. Southwell, Dawn Svoronos and Alethia Young.

Biographical Information

The following table and biographical descriptions provide information as of April 14, 2022 relating to each director nominee and each director continuing in office, including age and period of service as a director of our Company; committee memberships; business experience during the past five years, including directorships at other public

24

Table of Contents

companies; community activities; and the other experience, qualifications, attributes or skills that led our Board to conclude that such director should serve as a director of PTC.

Class III Director nominees to be elected at the Annual Meeting (current terms expiring in 2022)

​

25

Table of Contents

26

Table of Contents

​

Class I Directors (terms expiring in 2023)

​

27

Table of Contents

28

Table of Contents

​

Class I Directors (terms expiring in 2024)

​

29

Table of Contents

30

Table of Contents

​

​

​

​

​

31

Table of Contents

​

PROPOSAL 2: VOTE TO APPROVE THE COMPANY’S AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN

General

We are asking stockholders to approve an amendment and restatement of our 2013 Long-Term Incentive Plan. In this proposal, we refer to the currently existing version of the 2013 Long-Term Incentive Plan as the Plan, and we refer to the amended and restated version of the 2013 Long-Term Incentive Plan as the Restated Plan. We have maintained the Plan since our initial public offering in 2013. We believe that our success and continued growth depends, in large part, on our ability to maintain a competitive position by attracting, retaining and motivating key employees with experience and ability. As further described under the heading “Reasons Why Stockholders Should Approve the Restated Plan”, we believe that our stock-based compensation programs are central to this objective while also aligning our employee’s interests with that of our stockholders in a manner that promotes sound corporate governance. The Plan expires, in accordance with its terms, in June 2023. Therefore, on April 11, 2022, our Board, upon the recommendation of our Compensation Committee, approved the adoption, subject to stockholder approval, of the Restated Plan.

The Restated Plan includes the following material changes to the Plan:

32

Table of Contents

If our stockholders approve the Restated Plan, including the increase to the share reserve, then, subject to adjustment in the event of stock splits and other similar events, the maximum number of shares authorized for issuance under the Restated Plan will be equal to (1) the number of shares of our common stock (up to 16,724,212 shares) that is equal to the sum of (x) the number of shares issued under the Plan prior to approval of the Restated Plan, (y) the number of shares that remain available for issuance under the Plan immediately prior to approval of the Restated Plan and (z) the number of shares subject to awards granted under the Plan prior to approval of the Restated Plan that are outstanding as of the date of approval of the Restated Plan, plus (2) from and after the date on which the Restated Plan is approved, an additional 8,475,000 shares, which shall be available for the grant of future awards.

As of April 14, 2022, options to purchase an aggregate of 11,812,951 shares of common stock were outstanding under the Plan, the 2009 Equity and Long-Term Incentive Plan, as amended, or the 2009 Plan, the 2013 Stock Incentive Plan, or the 2013 SIP, or as inducement option awards, having a weighted-average remaining term of 6.94 years and a weighted-average exercise price of $43.10 per share, 2,542,803 shares of common stock were subject to outstanding restricted stock units granted under the Plan or as inducement awards, and 5,285 shares of restricted stock were outstanding under the Plan, and an additional 922,694 shares of common stock were reserved for future awards under the Plan and our 2020 Inducement Stock Incentive Plan.

Awards granted under the 2009 Plan and the 2013 SIP prior to our initial public offering remain outstanding under the applicable plan. Any shares of common stock subject to awards under these plans that expire, terminate or are otherwise surrendered, canceled, forfeited or without having been fully exercised or resulting in any common stock being issued will be available for grant under the Plan up to a specified number of shares as set forth in the Plan.

Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated Plan should be sufficient to cover our projected stock grants for a period of approximately three years, but the actual timeline may vary based on changes in participation, market practices and our stock price. If the Restated Plan is not approved, we expect to be able to make awards under the Plan for the remainder of the term of the Plan.

Reasons Why Stockholders Should Approve the Restated Plan

Attracts, Retains and Motivates Talent. It is critical to our success that we recruit, retain and motivate the best talent in what is a tremendously competitive labor market. Equity-based compensation has always been and will continue to be a key component in our ability to pay market-competitive compensation to our newly hired employees, but also to preserve our existing employees. Indeed, historically, we have provided equity awards to all of our employees upon commencement of employment and annually in our continuing effort to foster a culture in which every employee is responsible for our successes and is rewarded for our achievements. We believe that our employees and potential employees expect equity awards to be a key ongoing part of their compensation. In fact, approximately 81% of our employee annual equity awards in 2021 were granted to employees other than our named executive officers based upon

33

Table of Contents

the grant date fair market value of our annual equity awards. As our employee population continues to grow, our ability to recruit and retain employees could be negatively impacted if we do not have sufficient authorized shares available for future equity awards under the Plan.

Aligns with our Pay-for-Performance Compensation Philosophy. We believe that equity-based compensation is fundamentally performance-based. Most of the equity awards that are granted to our executives are in the form of stock options, pursuant to which our executives will only receive value if our stock price increases following the date of grant. Thus, as the value of our stock appreciates, our executives’ realizable compensation from equity awards increases in alignment with stockholders. Conversely, if the stock price does not appreciate, our executives do not realize as much value from equity compensation. Our commitment to this pay-for-performance compensation philosophy is evidenced by our historic grants to our named executive officers. For example, in 2021, our Chief Executive Officer’s and other named executive officers’ annual equity awards were composed of approximately 80% options and 20% restricted stock units, respectively, based upon the grant date fair value of the awards.

Aligns Employee and Director Interests with Stockholder Interests. Providing a significant portion of our employee compensation and our non-employee director compensation in the form of equity directly aligns the interests of those employees and directors with the interests of our stockholders. If the Restated Plan is approved by stockholders, we will be able to continue granting equity-based incentives that foster this alignment between our employees and our non-employee directors and our stockholders.

Reasonable Burn Rate and Overhang. As described under the heading “Burn Rate and Overhang” our three-year weighted average burn rate for the 2019, 2020 and 2021 fiscal years was 5.5%. We have maintained this burn rate even as our employee workforce has continually grown with 761 employees as of December 31, 2019, 967 employees as of December 31, 2020 and 1,177 employees as of December 31, 2021. In addition, if the Restated Plan is approved, our approximate potential overhang (as a percent of fully diluted shares outstanding) as of that date would increase to 24.98%. However, we expect that figure to decline over time as we expect to grant more restricted stock units relative to options, outstanding restricted stock units vest and options are exercised.

Consistent with Stockholder Interests and Sound Corporate Governance. As described under the heading “Key Features of the Restated Plan” and more thoroughly below, the Restated Plan was purposefully designed to include features that are consistent with stockholder interests and that promote sound corporate governance.

Key Features of the Restated Plan

The Restated Plan includes several features that are consistent with protecting the interests of our stockholders and with sound corporate governance practices. These features are highlighted below and are more fully described in the summary of the Restated Plan further below in this proposal.

34

Table of Contents

Burn Rate and Overhang

In setting and recommending to stockholders the number of additional shares to authorize under the Restated Plan, the Board considered the historical number of equity awards granted under the Plan, as well as the Company’s burn rate. Burn rate provides a measure of the potential dilutive impact of our equity award program which we calculate by dividing the number of shares subject to equity awards granted during the year by the basic weighted average number of shares outstanding. Set forth below is a table that reflects our burn rate for the 2019, 2020 and 2021 fiscal years, as well as an average over those years.

An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted, divided by the sum of (1) the total common shares outstanding as of April 14, 2022, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted). As of April 14, 2022, there were 14,361,039 shares underlying all equity awards outstanding, 922,694 shares available for future awards, and 71,360,039 common shares outstanding. Accordingly, our approximate overhang as of April 14, 2022 was 17.64% as a percent of fully-diluted common shares outstanding. If the Restated Plan is approved, our approximate potential overhang (as a percent of fully diluted shares outstanding) as of that date would increase to 24.98% and then will decline over time.

Our fully diluted overhang from outstanding awards only of 16.57% of as of April 14, 2022 is a function of historical factors such as our options-focused grant strategy, limited exercise relief, benchmarking equity compensation sharing rates against smaller-cap peers in the past when we were a smaller company and utilizing non-dilutive

35

Table of Contents

financings. For example, we have traditionally utilized stock options within our executive compensation program to encourage the execution of our long-term growth strategy. In 2021, our Chief Executive Officer’s and named executive officers’ annual equity awards were composed of approximately 80% options and 20% restricted stock units, respectively, based upon the grant date fair value of the awards. Approximately 25% of our fully diluted overhang on April 14, 2022 was in vested, in-the-money stock options (approximately 3.81 million options), and our overhang would be 13.85% rather than 17.64% if these options were exercised. To the extent the vested options are out of the money, as some are, they also provide a strong performance incentive that is well-aligned with the interests of our stockholders – and if our performance does not translate to improved share price, the options will expire for no consideration, in accordance with their terms and therefore not dilute our stockholders. Additionally, we have utilized non-dilutive financings, such as our convertible notes issuances in 2015 and 2019, to partially fund our operations and expenses. If we had sold shares of our common stock to raise such capital instead, we would have more fully diluted shares outstanding and a lower overhang.

Request for Stockholder Approval

A majority of the voting power of the shares of common stock cast on this matter is required to approve this proposal. Our Board urges stockholders to vote for this proposal as failure to obtain the required vote may limit the Company’s ability to attract, retain and motivate talented employees.

Our Board Recommends that You Vote "FOR" the Approval of the Company’s Proposed Amended and Restated 2013 Long-Term Incentive Plan.

Description of the Restated Plan

The following is a summary of the key provisions of the Restated Plan, as it would become effective if the stockholders approve this proposal. This summary does not purport to be a complete description of all the provisions of the Restated Plan. A copy of the Restated Plan has been filed with this proxy statement as Exhibit A, and the following description of the Restated Plan is qualified in its entirety by reference to that Exhibit. References to our Board in this summary includes our Compensation Committee or any similar committee appointed by our Board or our officers, to the extent that the Board’s powers or authority under the Restated Plan have been delegated to such committee or officers, in accordance with the Restated Plan.

Types of Awards; Shares Available for Awards; Share Counting Rules

The Restated Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, nonstatutory stock options, SARs, restricted stock, restricted stock units, and other stock-based awards, which we collectively refer to as awards.

Subject to adjustment in the event of stock splits, stock dividends or similar events, awards may be made under the Restated Plan (any or all of which awards may be in the form of incentive stock options) for up to a number of shares of our common stock as is equal to the sum of:

Shares of our common stock issued under the Restated Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

36

Table of Contents

The Restated Plan provides that the sum of all cash retainers and the reported value of equity compensation provided to the pool of all incumbent non-employee directors for their Board service in a given year may not exceed the Director Pool Limit. Newly-appointed or elected non-employee directors will not be subject to the Director Pool Limit during their first year of service and may receive a combination of cash retainers and equity compensation in connection with their initial appointment or election to the Board of up to two (2) times the average incumbent director compensation.

For purposes of counting the number of shares available for the grant of awards under the Restated Plan, all shares of common stock covered by SARs will be counted against the number of shares available for the grant of awards. However, SARs that may be settled only in cash will not be so counted. In addition, if we grant a SAR in tandem with an option for the same number of shares of our common stock and provide that only one such award may be exercised, which we refer to as a tandem SAR, only the shares covered by the option, and not the shares covered by the tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Restated Plan.

Shares covered by awards under the Restated Plan that expire or are terminated, surrendered, or canceled without having been fully exercised or are forfeited in whole or in part (including as the result of shares subject to such award being repurchased by us at the original issuance price pursuant to a contractual repurchase right) or are settled in cash or that otherwise result in any shares not being issued will again be available for the grant of awards under the Restated Plan. Further, shares of common stock delivered (by actual delivery, attestation, or net exercise) to us by a participant to exercise an award or to satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will be added to the number of shares available for the grant of awards under the Restated Plan. However, in the case of incentive stock options, the share counting rules described in this paragraph will be subject to any limitations under the Code.

In connection with a merger or consolidation of an entity with us or our acquisition of property or stock of an entity, our Board may grant awards under the Restated Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as our Board determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the Restated Plan. No such substitute awards will count against the overall share limit or sublimit contained in the Restated Plan, except as required by reason of Section 422 and related provisions of the Code.

Descriptions of Awards

Options. Optionees receive the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the option grant. An option that is not intended to be an “incentive stock option” is a “nonstatutory stock option.” Options may not be granted at an exercise price that is less than 100% of the fair market value of our common stock on the date of grant. If our Board approves the grant of an option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of our common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to optionees holding more than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries. Under the terms of the Restated Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to optionees holding greater than 10% of the total combined voting power of all classes of our stock or any of our subsidiaries). The Restated Plan permits participants to pay the exercise price of options using one or more of the following manners of payment: (i) payment by cash or by check, (ii) except as may otherwise be provided in the applicable option agreement or approved by our Board, in its sole discretion, in connection with a “cashless exercise” through a broker, (iii) to the extent provided in the applicable option agreement or approved by our Board, in its sole discretion, and subject to certain conditions, by delivery to us of shares of our common stock owned by the participant valued at their fair market value, (iv) to the extent provided in an applicable nonstatutory stock option agreement or approved by our Board, in its sole discretion, by delivery of a notice of “net exercise” as a result of which we will retain a number of shares of common stock otherwise issuable pursuant to the stock option equal to the aggregate exercise price for the portion of the option being exercised divided by the fair market value of our common stock on the date of exercise, (v) to the extent permitted by applicable

37

Table of Contents

law and provided for in the applicable option agreement or approved by our Board, in its sole discretion, by any other lawful means, or (vi) by any combination of these forms of payment. No option granted under the Restated Plan may contain a provision entitling the participant to the automatic grant of additional options in connection with any exercise of the original option. No options granted under the Restated Plan may provide for the payment or accrual of dividend equivalents.

Stock Appreciation Rights. A SAR is an award entitling the holder, upon exercise, to receive a number of shares of our common stock, or cash (or a combination of shares of our common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of our common stock over the measurement price. The Restated Plan provides that the measurement price of a SAR may not be less than the fair market value of our common stock on the date the SAR is granted (provided, however, that if our Board approves the grant of a SAR effective as of a future date, the measurement price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years. No SARs granted under the Restated Plan may contain a provision entitling the participant to the automatic grant of additional SARs in connection with any exercise of the original SAR. No SARs granted under the Restated Plan may provide for the payment or accrual of dividend equivalents.

Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is approved by our stockholders or otherwise permitted under the terms of the Restated Plan in connection with certain changes in capitalization and reorganization events, we may not (1) amend any outstanding option or SAR granted under the Restated Plan to provide an exercise price or measurement price per share that is lower than the then-current exercise price or measurement price per share of such outstanding option or SAR, (2) cancel any outstanding option or SAR (whether or not granted under the Restated Plan) and grant in substitution therefor new awards under the Restated Plan (other than certain substitute awards issued in connection with an acquisition by us, described above) covering the same or a different number of shares of our common stock and having an exercise price or measurement price per share lower than the then-current exercise price or measurement price per share of the canceled option or SAR, (3) cancel in exchange for a cash payment any outstanding option or SAR with an exercise price or measurement price per share above the then-current fair market value of our common stock, or (4) take any other action under the Restated Plan that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market or any other exchange or marketplace on which our stock is listed or traded.

Restricted Stock Awards. Restricted stock awards entitle recipients to acquire shares of our common stock, subject to our right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by us with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. No interest will be paid on such dividends.

Restricted Stock Unit Awards. Restricted stock units, or RSUs, entitle the recipient to receive shares of our common stock, or cash equal to the fair market value of such shares, to be delivered at the time such award vests pursuant to the terms and conditions established by our Board. Our Board may provide that settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. Our Board may provide that a grant of RSUs may provide the participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our common stock. Any such dividend equivalents may be credited to an account for the participant and may be settled in cash and/or shares of our common stock, in each case to the extent provided in the applicable award agreement. Dividend equivalents with respect to RSUs will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded. No interest will be paid on any such dividend equivalents.

Other Stock-Based Awards. Under the Restated Plan, our Board may grant other awards of shares of our common stock, and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of our common stock or other property, having such terms and conditions as our Board may determine. We refer to these types

38

Table of Contents

of awards as other stock-based awards. Other stock-based awards may be available as a form of payment in settlement of other awards granted under the Restated Plan or as payment in lieu of compensation to which a participant is otherwise entitled. Other stock-based awards may be paid in shares of our common stock or in cash, as our Board may determine. The award agreement of an other stock-based award may provide the holder of an other stock-based award with the right to receive dividend equivalents. Dividend equivalents may be credited to an account for the participant and may be settled in cash and/or shares of our common stock, in each case to the extent provided in the applicable award agreement. Dividend equivalents with respect to other stock-based awards will be subject to the same restrictions on transfer and forfeitability as the other stock-based award with respect to which they are awarded. No interest will be paid on any such dividend equivalents.

Eligibility to Receive Awards

All of our employees, officers, and directors, as well as our consultants and advisors, are eligible to receive awards under the Restated Plan. However, incentive stock options may only be granted to our employees, employees of our present or future parent or subsidiary corporations, and employees of any other entities the employees of which are eligible to receive incentive stock options under the Code.

Transferability of Awards

Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, our Board may permit or provide in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member thereof if we would be eligible to use a Form S-8 under the Securities Act of 1933, as amended, for the registration of the sale of the common stock subject to such award to the proposed transferee. Further, we are not required to recognize any transfer until such time as the participant and the permitted transferee have, as a condition to the transfer, delivered to us a written instrument in form and substance satisfactory to us confirming that such transferee will be bound by all of the terms and conditions of the award. None of the restrictions described in this paragraph prohibit a transfer from the participant to the Company.

No Rights as a Stockholder; Clawback

No participant will have any rights as a stockholder with respect to any shares of common stock to be distributed with respect to an award granted under the Restated Plan until becoming a record holder of such shares, subject to the terms of an award agreement. In accepting an award granted under the Restated Plan on or after the effective date of the Restated Plan, a participant agrees to be bound by any clawback policy that the Company has in effect or may adopt in the future.

Administration

The Restated Plan will be administered by our Board. Our Board has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Restated Plan that it deems advisable and to construe and interpret the provisions of the Restated Plan and any award agreements entered into under the Restated Plan. Our Board may correct any defect, supply any omission or reconcile any inconsistency in the Restated Plan or any award in the manner and to the extent it deems expedient and will be the sole and final judge of such expediency. All decisions by our Board made under the Restated Plan will be made in our Board’ sole discretion and will be final and binding on all persons having or claiming any interest in the Restated Plan or in any award.

Pursuant to the terms of the Restated Plan, our Board may delegate any or all of its powers under the Restated Plan to one or more committees or subcommittees of our Board. Additionally, subject to any requirements of applicable law, our Board may delegate to one or more of our officers the power to grant awards (subject to any limitations under the Restated Plan) to our employees or officers and to exercise other powers under the Restated Plan as our Board may determine. However, no officer will be authorized to grant awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended, or the Exchange Act) or to any “officer” of the

39

Table of Contents

Company (as defined by Rule 16a-1(f) under the Exchange Act. Our Board has authorized the Compensation Committee to administer certain aspects of the Restated Plan. Awards granted to non-employee directors must be granted and administered by a committee of our Board, all of the members of which are independent directors as defined by Section 5605(a)(2) of the Nasdaq Marketplace Rules.

Subject to any applicable limitations contained in the Restated Plan, our Board, the Compensation Committee, or any other committee or officer to whom our Board delegates authority, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock, cash or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or measurement price of awards, if any, and (iii) the duration of awards.

Except as otherwise provided by the Restated Plan, each award under the Restated Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and our Board need not treat participants uniformly. Our Board will determine the effect on an award of the disability, death, termination or other cessation of employment or other status, authorized leave of absence or other change in the employment or other status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise rights under an award. Our Board may at any time provide that any award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be.

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of our common stock, other than an ordinary cash dividend, we are required to make equitable adjustments (or make substituted awards, as applicable), in the manner determined by our Board, to (i) the number and class of securities available under the Restated Plan, (ii) the share counting rules set forth in the Restated Plan, (iii) the number and class of securities and exercise price per share of each outstanding option, (iv) the share- and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding award of restricted stock and RSUs, and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding other stock-based award.

We will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the Restated Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with our Board’s approval) arising out of any act or omission to act concerning the Restated Plan unless arising out of such person’s own fraud or bad faith.

Amendment of awards. Subject to the provisions of the Restated Plan with respect to repricing outstanding stock options or SARs, our Board may amend, modify or terminate any outstanding award, including but not limited to, substituting therefor another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonstatutory stock option. The award holder’s consent to any such action will be required unless our Board determines that the action, taking into account any related action, does not materially and adversely affect the award holder’s rights under the Restated Plan or the change is otherwise permitted under the terms of the Restated Plan in connection with a change in capitalization or reorganization event.

Reorganization Events

The Restated Plan contains provisions addressing the consequences of any reorganization event. A reorganization event is defined under the Restated Plan as (a) any merger or consolidation of us with or into another entity as a result of which all of our common stock is converted into or exchanged for the right to receive cash, securities or other property, or is canceled, (b) any transfer or disposition of all of our common stock for cash, securities or other property pursuant to a share exchange or other transaction or (c) our liquidation or dissolution.

Provisions Applicable to Awards Other than Restricted Stock. Under the Restated Plan, if a reorganization event occurs, our Board may take any one or more of the following actions as to all or any (or any portion of) outstanding

40

Table of Contents

awards other than restricted stock on such terms as our Board determines (except to the extent specifically provided otherwise in an applicable award agreement or another agreement between a participant and us): (1) provide that such awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (2) upon written notice to a participant, provide that all of the participant’s unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised by the participant (to the extent then exercisable) within a specified period following the date of such notice, (3) provide that outstanding awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior to or upon such reorganization event, (4) in the event of a reorganization event under the terms of which holders of our common stock will receive upon consummation thereof a cash payment for each share surrendered in the reorganization event, which we refer to as the Acquisition Price, make or provide for a cash payment to participants with respect to each award held by a participant equal to (A) the number of shares of our common stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award, (5) provide that, in connection with our liquidation or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (6) any combination of the foregoing. Our Board is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, identically. Certain restricted stock unit awards that are subject to Section 409A of the Code will be settled in accordance with the terms of the applicable award agreement.

Provisions Applicable to Restricted Stock. Upon the occurrence of a reorganization event other than our liquidation or dissolution, our repurchase and other rights with respect to outstanding restricted stock will inure to the benefit of our successor and will, unless our Board determines otherwise, apply to the cash, securities or other property which our common stock was converted into or exchanged for pursuant to such reorganization event in the same manner and to the same extent as they applied to such restricted stock. However, our Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any restricted stock or any other agreement between a participant and us, either initially or by amendment. Upon the occurrence of a reorganization event involving our liquidation or dissolution, except to the extent specifically provided to the contrary in the instrument evidencing any award of restricted stock or any other agreement between the participant and us, all restrictions and conditions on all restricted stock then outstanding shall automatically be deemed terminated or satisfied.

Provisions for Foreign Participants

Our Board may establish one or more sub-plans under the Restated Plan to satisfy applicable securities, tax or other laws of various jurisdictions. Our Board will establish such sub-plans by adopting supplements to the Restated Plan containing any limitations on our Board’s discretion under the Restated Plan and any additional terms and conditions not otherwise inconsistent with the Restated Plan as the Board deems necessary or desirable. All supplements adopted by our Board will be deemed to be part of the Restated Plan, but each supplement will only apply to participants within the affected jurisdiction.

Amendment or Termination

If we receive stockholder approval of the Restated Plan, no award may be granted under the Restated Plan after June 7, 2032, but awards previously granted may extend beyond that date. Our Board may amend, suspend or terminate the Restated Plan or any portion of the Restated Plan at any time, except that (i) no amendment may be made to the plan to permit an option or SAR to be repriced without stockholder approval and (ii) no amendment that would require stockholder approval under the rules of the national securities exchange on which the Company then maintains its primary listing will be effective unless and until such amendment has been approved by our stockholders. If at any time the approval of our stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to incentive stock options, our Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Restated Plan adopted in accordance with the procedures described above will apply to, and be binding on the holders of, all awards outstanding under the Restated Plan at the time the amendment is adopted, provided that our Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of participants

41

Table of Contents

under the Restated Plan. No award will be made that is conditioned on stockholder approval of any amendment to the Restated Plan unless the award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date the award was granted and (ii) it may not be exercised or settled (or otherwise result in the issuance of shares of our common stock) prior to the receipt of such stockholder approval.

If stockholders do not approve the adoption of the Restated Plan, the Restated Plan will not go into effect, and the Company will not grant any awards under the Restated Plan. In this event, awards will continue to be made under the Plan until the expiration of the Plan in accordance with its terms and the Board will consider whether to adopt alternative arrangements based on its assessment of the needs of the Company.

Plan Benefits

As of April 14, 2022, approximately 1,322 persons were eligible to receive awards under the Restated Plan, including the Company’s 1,215 employees (excluding officers), 7 officers (all of whom are also employees), 9 directors (excluding the Chief Executive Officer, who is an officer), and 9 consultants. As of April 14, 2022, the Company had 82 advisors (excluding consultants). The granting of awards under the Restated Plan is discretionary, and the Company cannot now determine the number or type of awards to be granted in the future to any particular person or group.

On April 27, 2022 the last reported sale price of the Company common stock on the Nasdaq Stock Market was $37.15.

New Plan Benefits

Our executive officers and directors have an interest in approval of the Restated Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated Plan to executive officers and directors cannot currently be determined. Awards granted under the Restated Plan to executive officers and directors are within the discretion of the Board, and the Board has not determined future awards or who might receive them.

42

Table of Contents

Aggregate Past Grants Under the Plan

The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of our common stock subject to option grants, restricted stock grants and RSU grants under the Plan since the Plan’s inception through April 14, 2022.

U.S. Federal Tax Consequences

The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the Restated Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.

Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company or its corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonstatutory Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Nonstatutory Stock Options. A participant will not have income upon the grant of a nonstatutory stock option. A participant will have compensation income upon the exercise of a nonstatutory stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the

43

Table of Contents

option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights. A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Awards. A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Units. A participant will not have income upon the grant of an RSU. A participant is not permitted to make a Section 83(b) election with respect to an award of RSUs. When an RSU vests, the participant will have income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards. The tax consequences associated with any other stock-based award granted under the Restated Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock.

Tax Consequences to the Company. There will be no tax consequences to the Company except that the Company will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code.

​

​

44

Table of Contents

PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, to audit our books, records and accounts for the fiscal year ending December 31, 2022. This appointment is being presented to the stockholders for ratification at the Annual Meeting.

Ernst & Young LLP has served as our auditor consecutively since 2010, and has served as our independent registered public accounting firm beginning in connection with our initial public offering in 2013. Ernst & Young LLP has no direct or indirect material financial interest in our Company or our subsidiaries. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement on the firm’s behalf if they so desire. The representatives also will be available to respond to appropriate questions.

Our Audit Committee is solely responsible for selecting our independent registered public accounting firm for 2022. Although we are not required to submit the appointment to a vote of the stockholders, our Board believes that it is appropriate as a matter of good corporate governance to request that the stockholders ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm.

If the stockholders do not ratify the appointment, our Audit Committee will investigate the reasons for stockholder rejection and may reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 and may appoint another independent registered public accounting firm. Even if the appointment is ratified, our Audit Committee in their 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 the best interests of our Company and our stockholders.

A majority of the voting power of the shares of common stock cast on this matter is required to approve this proposal. Unless otherwise instructed in the proxy, all proxies will be voted "FOR" the ratification of Ernst & Young LLP.

Our Board Recommends that You Vote "FOR" the Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022.

Fees Paid to Independent Registered Public Accounting Firm

The following table sets forth the fees incurred for services performed by Ernst & Young LLP during fiscal years 2021 and 2020:

​

45

Table of Contents

Our Audit Committee determined that the provision of the non-audit services by Ernst & Young LLP described above is compatible with maintaining Ernst & Young LLP’s independence.

Audit Committee Pre-Approval Policy and Procedures

Our Audit Committee as a whole, or through its Chair, pre-approves all audit and non-audit services (including fees) to be provided by the independent registered public accounting firm. Our Audit Committee has delegated to the Chair of our Audit Committee the authority to pre-approve non-audit services not prohibited by law to be performed by Ernst & Young LLP and associated fees, provided that the Chair of our Audit Committee reports any decisions to pre-approve such services and fees to the full Audit Committee at its next regular meeting. All services provided by Ernst & Young LLP during 2021 and 2020 were pre-approved by the Audit Committee.

​

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements of PTC Therapeutics, Inc. for the fiscal year ended December 31, 2021 with management.

The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Public Company Accounting Oversight Board Rule 3526 regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and has discussed Ernst & Young LLP’s independence from us with Ernst & Young LLP.

Based on the review and discussions referred to in the foregoing paragraphs, the Audit Committee recommended to the Board that the audited financial statements as of and for the year ended December 31, 2021 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

​

​

​

​

​

46

Table of Contents

EXECUTIVE OFFICERS

The following table and biographical descriptions provide information as of April 14, 2022 relating to each of our executive officers, other than Dr. Peltz, who also serves as a director of the Company. Dr. Peltz’s biographical information is presented above in this proxy statement under the heading "Proposal 1: Election of Directors—Biographical Information."

​

47

Table of Contents

​

There are no family relationships between or among any of our executive officers or directors. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.

​

48

Table of Contents

EXECUTIVE COMPENSATION

This section describes the material elements of compensation awarded to, earned by or paid to our named executive officers, who, for fiscal year 2021, are:

Additionally, this section discusses the principles underlying our decisions with respect to the compensation of our named executive officers and the most important factors relevant to an analysis of these decisions, as well as qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers, and is intended to provide context for the data presented in the tables and narrative that follow.

Compensation Discussion and Analysis

Executive Summary

Our executive compensation program is intended to be competitive with our peers and to motivate our executive team to achieve our short-term and long-term strategy for creating stockholder value. Our executive compensation program consists of three primary elements: base salary, annual cash incentive and annual equity award.

In 2021, we set the base salary for our Chief Executive Officer slightly below the median, and the target total cash compensation opportunity for our Chief Executive Officer, which is the sum of base salary and target bonus, near the median of our 2020 peer group. The total target direct compensation opportunity for our Chief Executive Officer, which is the sum of target cash and the fair value of stock options and restricted stock units awarded in January 2021, was approximately six percent higher than the total target direct compensation opportunity for our Chief Executive Officer in 2020. This was primarily because we awarded fewer annual equity awards to our Chief Executive Officer in January 2021 than in January 2020 given that the price of our common stock was 30% higher than the price of our common stock in January 2020 at the time the annual equity grants were made. This was despite outstanding corporate accomplishments during 2020, particularly in light of the COVID-19 pandemic, including our acquisition of Censa Pharmaceuticals, Inc., or Censa, and the approval of Evrysdi by the U.S. Food and Drug Administration, or the FDA, for the treatment of Spinal Muscular Atrophy, or SMA, in adults and children two months and older. This increase in stock price between when the 2020 and 2021 annual awards were granted coincided with a total shareholder return, or TSR, of 27% during 2020, which was the backdrop for the 2021 compensation decisions made in January 2021. For a discussion of how we determine our peer groups, see "Peer Group Composition" on page 52.

2021 Say on Pay Vote

Pursuant to Section 14A of the Exchange Act, at our 2021 annual meeting of stockholders, our stockholders voted, in an advisory manner, on a proposal to approve our named executive officers’ compensation, which is commonly referred to as the “say-on-pay” vote.

The 2021 non-binding say-on-pay vote was approved by our stockholders with approximately 98.1% of the votes cast in favor of the overall compensation of our named executive officers, including related compensation philosophy, policies and practices. We were pleased with the continued strong support from our stockholders and continue to evaluate our executive compensation program on an ongoing basis.

49

Table of Contents

Executive Compensation Objectives and Philosophy

Our compensation policies and programs are intended to:

"At-risk" compensation drives executive focus on achievement of our short- and long-term goals. Under our executive compensation program, a significant majority (93.0% and 88.5%, respectively) of our Chief Executive Officer’s and other named executive officers’ (for those who were named executive officers for the full year) primary compensation elements in 2021 (comprised of base salary, annual cash incentive at target, and the grant date fair market value of the annual equity award) were variable based on our annual performance against pre-established goals or our stock price, as shown below:

Primary compensation elements in 2021

(base salary, annual cash incentive at target, and annual equity award)

The annual equity award portion of our Chief Executive Officer’s and other named executive officers’ 2021 primary compensation consisted of stock options and restricted stock units. Our Chief Executive Officer’s 2021 annual equity award consisted of 161,000 stock options and 27,600 restricted stock units, each with a grant date fair value of $7,550,900 and $1,835,124, respectively. The stock option values were calculated using the Black-Scholes pricing model, as further described in our Summary Compensation Table below, with an exercise price of $66.49. Our Chief Executive Officer and other named executive officers may only realize value on the stock options they received in connection with their annual equity awards if our stock price increases above the exercise price and such increased value

50

Table of Contents

is maintained through the vesting and exercise date. We believe that structuring the primary compensation of our Chief Executive Officer and other named executive officers with a high percentage of variable elements as illustrated above strongly aligns with stockholders. The vast majority of our Chief Executive Officer’s and other named executive officers’ compensation is a direct byproduct of individual and company performance or our stock price.

We believe that our annual cash incentive program contributes to the achievement of key short-term goals that drive the success of our long-term growth strategy. Our Compensation Committee works with management to establish corporate objectives under our annual cash incentive program that highlight the Company’s strategic goals and provide appropriate motivation toward the achievement of significant milestones that we believe directly correlate to the long-term enhancement of stockholder value.

In addition, since becoming a public company in June 2013, our executive compensation program has included an annual equity award that generally vests over a period of four years, traditionally in the form of stock options, restricted stock awards in 2017 and restricted stock units in 2020 and 2021. Equity awards are made at the start of the new year, which is after performance results for the previous year are known and before the results for the new year. The January 2021 equity grant was influenced by our company’s strong performance in 2020 during which our stock price increased by 27% year-over-year and by our 54 % three-year compound annual growth rate return as of the end of 2020.

In 2021, the Compensation Committee split the annual equity awards for our named executive officers at the time of grant between options and restricted stock units consistent with our peers. As further described by our Summary Compensation Table below, our Chief Executive Officer’s and named executive officers’ 2021 annual equity awards were composed of approximately 80% options and 20% restricted stock units, respectively, based upon the grant date fair value of the awards.

We do not maintain an executive perquisite program or any guaranteed or funded retirement plan benefits other than a matching contribution under our 401(k) savings and retirement plan, or our 401(k) plan, that we make available to all employees. In light of travel safety concerns due to the ongoing COVID-19 pandemic, our Compensation Committee determined that Dr. Peltz was required to use private chartered aircraft for all aircraft travel in 2021. Additionally, all of our employees are reimbursed for all business-related aircraft travel, including travel to and from their respective residences, see "Other Elements of Compensation" below.

Attract and retain well-qualified executive management.  We believe the Company’s growth and success can only be achieved through the contributions of our employees, as led by our executive officers. Our Compensation Committee regularly works with an independent compensation consultant to understand the competitive landscape and design a compensation program intended to attract, engage and retain high caliber, talented executives capable of executing on our short- and long-term growth strategy.

For compensation decisions made in January 2021, our Compensation Committee utilized data from the 2020 peer group developed with the assistance of its independent compensation consultant as one tool to assist the Compensation Committee with respect to competitive positioning and internal parity for base salary, bonus target under our annual incentive program, and equity awards. Peer group data are a reference point in making compensation decisions, but the Compensation Committee does not utilize peer data in a formulaic manner. As a result, individual pay levels vary based on individual experience, scope of responsibilities, past performance and expectations with respect to future performance and leadership potential.

Strengthen the alignment of the interests of our executive officers and stockholders.  A stock option only has value if our stock price increases above the option exercise price and such increased value is maintained through the vesting and exercise date. The Compensation Committee believes that this form of equity award is effective at rewarding successful execution of our long-term growth strategy and has used stock options for most of our named executive officers’ equity compensation. Option awards provided to named executive officers in January 2021 have an exercise price of $66.49 and are not providing any in-the-money value as of the date hereof as a result of the current lower stock price.

51

Table of Contents

Peer Group Composition

General.  Our Compensation Committee uses peer group benchmark information developed in coordination with an independent compensation consultant to assist it in understanding the range of base salary, target annual incentive compensation, and equity grant levels offered for comparable roles at peer companies. Our Compensation Committee considers the relevance of its compensation peer group based on factors that include the Company’s stage of development, therapeutics focus, market capitalization, revenue, and headcount.

Analysis of the level and types of compensation our peer group companies offer for positions similar to those of our named executive officers is only one factor taken into account by the Compensation Committee when determining executive compensation. Our Compensation Committee also considers the performance of the Company and each named executive officer’s individual performance over the past year, their contributions to the execution of the Company’s short-term goals and long-term strategy, the Board’s expectations of performance against key strategic, financial and operational objectives in the coming year, the long-term retention of the named executive officer, and demonstration of executive leadership at the Company as well as matters of internal parity.

2020 Peer Group. Our Compensation Committee retained FW Cook as its independent compensation consultant in 2020 and directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2020 peer group, for compensation decisions to be made effective in January 2021, including 2021 base salary adjustments, annual cash incentive targets for 2021, and the annual equity awards granted on January 6, 2021, informed by 2020 performance.

In developing the 2020 peer group, the Compensation Committee, with input from FW Cook, selected companies within what it considered a relevant market cap range, that have at least one commercial product and are headquartered on the east coast or the west coast of the United States to align cost-of-living and labor market. A 2020 review of the 2019 peer group showed PTC was above the 60th percentile of the average market cap and that continuing with 12 companies from the 2019 peer group maintained year-over-year consistency. Momenta Pharmaceuticals, Inc. and Spark Therapeutics, Inc. were removed from the peer group because they were acquired in 2020. Halozyme Therapeutics, Inc. was removed from the peer group because of its shift in focus away from traditional drug development. Four new companies, Agios Pharmaceuticals, Inc., bluebird bio, Inc., Fibrogen, Inc. and Neurocrine Biosciences, Inc., with market caps in a similar range as ours were added, for a total of 16 peer companies. The selected companies had a median market cap of approximately $3.49 billion on average in 2019 when they made the compensation decisions disclosed in their 2020 proxy statements. PTC’s market cap at the time of the 2020 peer group review was $3.28 billion, which was near the median of the 2020 peer group. PTC’s trailing 12 month revenue was slightly below the median of the 2020 peer group. The 2020 peer group consisted of:

​

​

2021 Peer Group. Our Compensation Committee retained FW Cook as its independent compensation consultant in 2021 and directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2021 peer group, for compensation decisions to be made effective in January 2022, including 2022 base salary revisions, annual cash incentive targets for 2022, and the annual equity awards granted on January 7, 2022 for 2021 performance.

52

Table of Contents

In developing the 2021 peer group, with input from FW Cook, the Compensation Committee again selected companies within what it considered a relevant market cap range, that have at least one commercial product and are headquartered on the east coast or the west coast of the United States to align cost-of-living and labor market. Intercept Pharmaceuticals, Inc. was removed from the peer group because its market cap was no longer in the intended range. PTC was near the median market cap of the remaining 15 peers. Three new companies, Blueprint Medicines Corp., Global Blood Therapeutics, Inc. and Insmed, Inc., with market caps in a similar range as ours were added, for a total of 18 peer companies. The 18 company peer group had a median market cap of approximately $3.45 billion on average during the 12 months prior to the peer group review. PTC’s market cap at the time was $3.62 billion, which was near the median. PTC’s trailing 12 month revenue was at the median of the 2021 peer group. The 2021 peer group consisted of:

​

Individual and Company Performance

When making annual compensation determinations, the Compensation Committee considers each named executive officer’s individual performance over the past year, his or her contributions to the execution of the Company’s short-term goals and long-term strategy, the Board’s expectations of performance against key strategic, financial and operational objectives in the coming year, and demonstration of executive leadership at the Company.

Individual performance is used together with other information resources to assist in a holistic evaluation of executive compensation. In connection with the close of each fiscal year, our Compensation Committee considers the Company’s performance against the objectives and metrics established for that fiscal year and assigns a corporate rating value, defined as a percentage against goals, to corporate performance based on their assessment of results. This corporate rating is applied, together with the individual performance modifier described below, to determine the amounts earned by each named executive officer under the annual incentive program for the last closed (or closing) fiscal year. Awards under the 2021 annual cash incentive program were finalized in January 2022 based on the Compensation Committee’s assessment of individual and Company performance during 2021.

While individual performance is considered in connection with all aspects of executive compensation, the individual performance modifier only directly impacts the value of cash incentive compensation paid to our named executive officers under our annual incentive program. Quantitative weight is assigned to individual performance in the form of an individual performance modifier, which, for 2021 compensation, could range from 1.11, for top performers, to 1.0, for employees who consistently deliver on their position requirements and expectations. Performance below these levels can result in the application of an individual performance modifier that is less than 1.0, reducing the annual incentive award below the level determined by corporate performance.

Our Compensation Committee generally considers Dr. Peltz’s assessment of each named executive officer’s performance, other than himself, around the end of the fiscal year at the same time that it considers the Company’s performance against the corporate goals established by the Compensation Committee and Dr. Peltz’s performance for the applicable fiscal year. As our Chief Executive Officer, Dr. Peltz has overall responsibility for our business strategy, operations and corporate vision and our Compensation Committee generally assesses his performance in the context of the execution of our business strategy and the performance of the Company as a whole over the applicable fiscal year.

As a result, our Compensation Committee considers individual and Company performance during the most recent fiscal year as well as expectations for individual and Company performance during the coming year when setting base

53

Table of Contents

salary, target annual cash incentive opportunity and annual equity awards that will become effective in January of the coming year. For example, 2021 base salary adjustments and annual option awards were considered in late 2020 and set in January 2021 after considering Company and individual performance during 2020. At the same time, our Compensation Committee considered the demands that would be placed on our executive team in order to execute on our 2021 strategic goals.

For a discussion of the Compensation Committee’s assessment of individual and corporate performance in 2021, which directly impacted annual cash incentive awards for 2021, see "Annual cash incentive program" on page 55. For information concerning individual and corporate performance in 2020, which directly impacted 2021 base salary and equity award, see "Base salary" below.

Elements of Executive Compensation

The material elements of compensation and the periods of time in which our Compensation Committee made determinations with respect to each element for 2021 were as follows:

​

​

In addition, each named executive officer is entitled to severance payments and other benefits if his or her employment is terminated under the circumstances specified in his or her employment agreement and is entitled to participate in the benefit programs made available to all employees, such as health, life and disability insurance, our 401(k) plan, business-related aircraft travel reimbursements and our Employee Stock Purchase Plan, as amended (the “ESPP”).

Base salary.  Base salary is designed to attract, motivate and retain qualified employees by providing a consistent cash flow throughout the year as compensation for performance of day-to-day responsibilities. The responsibilities of the position; background and experience; individual, team, and corporate performance and contribution; market competitive conditions; and other factors described below are taken into account by the Compensation Committee when determining this component of compensation.

Fiscal 2021 base salary determinations. Base salary determinations for 2021 were discussed in December 2020, set in January 2021 and became effective as of March 1, 2021. Our Compensation Committee set 2021 base salaries near the median of our 2020 peer group for the named executive officers overall, subject to relatively modest individual variation based on experience, proficiency, and importance of their role. These base salary adjustments for 2021 reflected 3% to 6% increases over 2020 salaries for most of our named executive officers. These increases were generally similar to the rate of increases observed for comparable roles in the 2020 peer group during the year prior. Our Compensation Committee determined that each of the named executive officers consistently delivered on their position requirements and expectations during 2020.

Tabular presentation of base salary adjustments in 2021.  The table below sets forth our named executive officers salaries, as determined by our Compensation Committee for fiscal year 2021:

​

54

Table of Contents

​

Annual cash incentive program.  Our annual cash incentive program is intended to motivate and reward our named executive officers to achieve and exceed annual goals and milestones that are expected to advance our long-term growth strategy. Both pre-established corporate goals and individual contributions toward these goals factor into the amount earned under the program. The corporate goals established under the program are tied to the Company’s operating plan for the applicable year and have typically been focused on the achievement of specific research, clinical, regulatory, commercial, financial, compliance or operational milestones developed in collaboration with our Compensation Committee. Our Compensation Committee strives to establish goals that challenge our management team and other employees to be “ever better” in accordance with the PTC Expectations and provide them with targets that are only achievable with exceptional effort. Achievement of these goals is viewed as conducive to the creation of stockholder value because the goals are designed to be consistent with our short-term and long-term strategic priorities.

Mechanics of annual cash incentive program.  Each named executive officer has the potential to realize a pre-established target value tied to a percentage of his or her salary, with the risk of earning no bonus and the ability to earn up to two times target. For 2021, the target for each named executive officer remained the same as the level previously established by the Board, an amount equal to 75% of Dr. Peltz’s base salary and an amount equal to 45% of each of Ms. Hill’s, Dr. Almstead’s, Mr. Boulding’s and Mr. Pauwels’ respective salaries. Pursuant to the terms of each of the named executive officers’ employment agreements, the target bonus level can be raised or lowered in any given year at the discretion of the Board.

In connection with the close of each fiscal year, our Compensation Committee considers the Company’s performance against the objectives and metrics established for that fiscal year in the beginning of that fiscal year and assigns a value to corporate performance based on the Compensation Committee’s assessment of results. The amounts that could be achieved under the corporate performance segment of the annual incentive program are capped at two times target. The program permits the exercise of both negative and positive discretion based on our Compensation Committee’s view of overall corporate performance during the year (subject to the maximum award cap). However, corporate performance ratings for the named executive officers under the annual cash incentive program in the last five years have ranged from a low of 95% to a high of 150%. The corporate rating for the 2021 cash incentive program and Company-wide bonus pool, as determined in January 2022, was 130% for the named executive officers and all other employees of the Company, as further discussed below.

Individual performance is considered in the manner described under "Individual and Company Performance" on page 53, with a maximum quantitative modifier for potential awards based on 2021 performance of up to 1.33. Downward adjustments made to any executive officer’s individual performance modifier may be used to make a corresponding upward adjustment to another executive officer’s individual performance modifier, although no such adjustment effecting a named executive officer was made to 2021 annual incentive awards.

The combination of corporate and individual performance is applied using the following formula:

​

​

Company goals and results under the 2021 annual incentive program.  The Company exceeded its goals in 2021 and was able to demonstrate a sustained and high level of performance throughout the year amid the ongoing COVID-19 pandemic. The goals and key performance indicators, or KPIs, used to evaluate the goals established by our Compensation Committee for 2021, and our performance under such goals and KPIs, were as follows:

Deliver on financial performance. The purpose of this goal was to manage cash flow to support long-term growth of the Company. The KPIs established to assess achievement of this goal were to have 2021 Duchenne muscular dystrophy, or DMD, franchise revenue between $355 and $375 million and to be between a combined $725 and $755 million for (i) 2021 non-U.S. Generally Accepted Accounting Principles, or GAAP, research and development expenses, or R&D, which excludes non-cash, stock-based compensation expense plus (ii) 2021 non-GAAP selling, general and

55

Table of Contents

administrative expenses, or SG&A. This goal was achieved as 2021 DMD franchise revenue was approximately $423 million, which was approximately $48 million more than the top of our KPI range, and 2021 non-GAAP R&D and SG&A were approximately $723 million, which were less than the bottom of our KPI range. Please refer to Exhibit B of this proxy statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures. In addition to the specific KPIs achieved, we furthered the purpose of this goal by earning approximately $115 million of additional revenues stemming from royalty and collaboration revenue and non-DMD franchise product revenue in 2021, which further strengthen our balance sheet.

Accelerate commercial success. The purpose of this goal was to commercially advance and expand our Aromatic L-Amino Acid Decarboxylase, or AADC, program and our Translarna program. For our AADC program, the KPIs were to increase our patient finding to put us in a position to have 300 AADC patients identified should PTC-AADC receive regulatory approval and to have a successful commercial launch of AADC in the European Union, or EU, as measured by internal revenue projections. We were successful in utilizing a large number of new screening programs and were able to screen large numbers of patients in multiple countries, allowing us to be in position to have identified approximately 300 AADC patients. Due to delays related to responsive measures to the COVID-19 pandemic taken in Europe, including travel bans and quarantines, causing the European Medicine Agency’s Committee for Medicinal Products for Human Use, or CHMP, to take additional time to complete its pre-approval inspections and a subsequent request for additional data in support of our manufacturing process, we did not receive regulatory approval in the EU, negating our ability to commercially launch. However, we were able to use the additional time leading up to a potential commercial launch to increase patient finding as well as set up more centers of surgical excellence, both key activities for a commercial launch. For our Translarna program, the KPI was to expand our geographical footprint into four additional countries either as a direct company affiliate or via a distribution partner. This KPI was achieved, as we expanded our presence into new geographical territories and developed our commercial teams within the selected countries. In addition, a New Drug Application, or NDA, was filed in the country where a distribution partner is being utilized. We viewed the overall goal as achieved due to the KPIs we completed as well as other achievements including (i) receiving a label expansion in Brazil for Translarna for the treatment of ambulatory patients aged two years and older (ii) identifying more than expected additional Translarna patients in newer geographies (iii) receiving marketing authorization in Brazil for Waylivra for the treatment of familial chylomicronemia syndrome, or FCS, and (iv) receiving Category 1 pricing in Brazil for Tegesdi for the treatment of hereditary transthyretin amyloidosis, or hATTR amyloidosis.

Advance programs and pipelines. The purpose of this goal was to advance clinical programs in our pipeline, each of which have their own KPIs. For Translarna, the KPI was to submit an NDA for nmDMD to the FDA for accelerated approval. This KPI was not met, as Study 045 did not meet its pre-specified primary endpoint, and we therefore decided not to file the NDA at that time and to wait for the results from the placebo-controlled trial of Study 041. The KPIs for our Bio-E platform consisted of completing enrollment in two registration-directed trials in vatiquinone for mitochondrial disease associated seizures and for our Friedrich ataxia, or FA, study and initiating a Phase 2 clinical trial for PTC857. These KPIs were mostly completed as we completed enrollment in both vatiquinone trials but have not yet initiated the Phase 2 clinical trial for PTC857. For our metabolic platform, the KPI was to initiate the Phase 3 clinical trial in phenylketonuria, or PKU, which was fulfilled. For our splicing platform, the KPIs were to complete the Phase 1 study in PTC518 for Huntington’s disease, or HD, which was fulfilled, and then initiate a Phase 2 trial in PTC518 for HD, which was initiated in first quarter of 2022. The KPI for virology platform was to complete enrollment in our Phase 2/3 clinical trial for emvododstat for COVID-19, which we did achieve. For our gene therapy platform, the KPIs were to receive a positive marketing approval for AADC in the EU and submit a BLA in the US, which were delayed as discussed above, and to initiate a first-in-human trial in FA, which was also delayed. Lastly, the KPI for our oncology platform was to complete enrollment in three clinical trials for our oncology programs, for emvododstat for acute myelogenous leukemia, PTC596 for leiomyosarcoma and PTC596 for diffuse intrinsic pontine glioma. We completed enrollment in all three clinical trials. We viewed the overall goal as achieved, due to the KPIs we did complete.

Progress translational programs. The purpose of this goal was to grow our pipeline through the identification of new chemical entities or new gene therapies that enter pre-clinical safety toxicology studies. Our first KPI was to declare three development candidates. We declared two development candidates, which was the first time in our history that more than one development candidate had been declared in a single year. Our second KPI was to reach proof of concept on five program targets, which we achieved. Our third KPI was to begin safety toxicity studies on one of our pre-clinical

56

Table of Contents

candidates, which we did. Lastly, our fourth KPI was to be able to obtain proof of concept in one of our earlier stage programs, which would position this program to receive greater resources. This KPI was also achieved. Overall, we considered this goal achieved due to the KPIs that were successfully achieved.

Continue Technical Operations Excellence. The purpose of this goal was to make sure that our technical operations were ahead of the needs of our programs and to enable early- and late-stage product development, as well as commercial-grade materials. The KPIs of this goal were to provide clinical material on time to support five clinical and pre-clinical studies and to complete validation and Good Manufacturing Practice, or GMP, batches for our gene-therapy programs to continue to advance their progress. These KPIs were achieved. Additionally, we brought our Hopewell facility online, allowing us to both provide material for our pre-clinical gene therapy programs as well as potentially be a manufacturing source for other companies. Accordingly, we considered this goal achieved.

Building the “Enduring PTC Engine” to benefit our patients. The purpose of this goal was to move the organization towards long-term success by continuing to develop the Company’s people, process, systems and environment. This goal was considered satisfied due to multiple achievements affecting the Company’s day-to-day operations, including: building an education program for emerging leaders; establishing monthly training programs for the entire Company; running a company-wide talent review to identify and build short-term and long-term pipelines of program successors; implementing and adding new internal digital functions to support employee impact growth mentioned above; enhancing digital processes for compliance and finance departments; creating leadership development programs including a mentoring program; and successfully hiring and onboarding over 275 employees.

The recommendations of Dr. Peltz, our Chief Executive Officer, who, with input from the other named executive officers, assessed the Company’s performance against corporate goals for 2021, were also considered. As part of the assessment, the Compensation Committee also took into consideration how the achievement of our corporate goals expanded the long-term outlook of the Company and the impact on all of its stakeholders. Additionally, the Compensation Committee considered how the Company continued to operate amid the ongoing COVID-19 pandemic, in particular its continued focus on employee safety, including extending its work-from-home policy to allow employees to work in a safe environment and keeping its research and technical operations employees safe while still being able to go to the laboratories and manufacturing facilities. At the same time, PTC kept a commitment of excellence to stakeholders and continuing to achieve the goals described above. In January 2022, our Compensation Committee finalized its determination that 2021 performance against the overall corporate objectives, goals and metrics, including qualitative assessment of the importance of the achievements to long-term success, warranted a corporate rating of 130% for the named executive officers.

Individual performance in 2021. For individual performance in 2021, our Compensation Committee considered the following key accomplishments and contributions by individual named executive officers during 2021 and Dr. Peltz’s recommendations with respect to performance ratings for all named executive officers, other than himself, and provided each with an individual performance modifier rating:

​

57

Table of Contents

58

Table of Contents

​

Amounts earned under 2021 annual incentive program.  Our named executive officers earned the amounts set forth in the table below based on our Compensation Committee’s determinations with respect to the Company’s corporate rating and individual performance modifiers under the 2021 annual cash incentive program:

​

​

Annual equity award. A significant portion of our executive compensation program in 2021 and in prior years has been in the form of an annual equity award that vests over a four-year period. 2021 annual equity award decisions were made in January 2021 amidst the backdrop of very high 2020 shareholder return and high internal performance. Our stock price at the time of grant was $66.49.

The “Stock Award” and "Options Awards" columns of our Summary Compensation Table set forth the full grant date fair value of the restricted stock units and stock option awards, respectively, granted to each named executive officer in January 2021, calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, Topic 718, or FASB ASC Topic 718. These amounts do not represent the actual value realized by the named executive officers in 2021; in fact, no portion of the applicable equity awards vested until January 2022.

A stock option only has value if our stock price increases above the exercise price of the stock option and such value is maintained through the applicable vesting and exercise date. Our Compensation Committee views time-vested stock option awards as an important tool to align the interests of our named executive officers with the interests of our stockholders and believes that this form of equity is most effective at rewarding successful execution of our long-term growth strategy. The options granted to named executive officers during 2021 were approximately 80% of their equity award grant date fair value and these options are all underwater as of the date hereof and not providing any in-the-money value at the current stock price (exercise price is $66.49). Our Compensation Committee views this as a performance-driven outcome that aligns named executive officer rewards with shareholders. The time vesting feature of the annual equity award, for both the stock options and restricted stock units, is also intended to promote employment retention of executives.

In determining the size of the annual equity awards granted to our named executive officers, our Compensation Committee considers the Company’s performance during the year prior to grant, the individual’s key contributions to our execution of our short-term and long-term goals during that year, as well as expectations for the Company’s and the individual’s performance in the new year, including the individual’s potential for enhancing the long-term creation of value for our stockholders. Our Compensation Committee also considers information provided by its independent compensation consultant, including information regarding comparative stock ownership of, and equity awards received by, the executives in our peer group and our industry. Our Compensation Committee also considers matters of internal pay equity as well as individual expectations based on historic Company practices. In addition, Dr. Peltz provides his recommendations to our Compensation Committee for each named executive officer other than himself.

59

Table of Contents

Timing, pricing, material terms, of other matters related to equity awards.  All grants to our named executive officers must be approved by our Compensation Committee. Annual equity awards are generally granted at predetermined meetings of the Compensation Committee, which have historically been in January, including in 2019, 2020 and 2021. The annual equity awards consider the prior year’s performance more than the current year, because the Compensation Committee does not know the results of the coming year at the time of grant. As a result, performance in the previous year is a key factor in determining the grant amount.

Specifically, the equity awards granted in January 2021, which are disclosed in the Summary Compensation Table, were impacted by our Compensation Committee’s assessment of 2020 performance and expectations for 2021. We viewed 2020 as a year with high company performance with the acquisition of Censa, the approval of Evrysdi by the FDA for the treatment of SMA in adults and children two months and older and a TSR of 27% for the year. Our Compensation Committee’s assessment of 2021 performance and expectations for 2022 were factors in determining the equity awards granted in January 2022, which will be discussed in next year’s Summary Compensation Table.

The exercise price for annual stock option awards is set at the closing price of the Company’s common stock on the date of the grant. Annual stock option awards granted to employees, including our named executive officers, since our initial public offering have generally vested over a four-year period, with 25% of the shares underlying such options vesting one year after grant and 6.25% of the shares vesting at the end of each successive three month period thereafter. A portion of the annual stock option awards that our named executive officers received in 2019 vest over four years, with 50% of the shares underlying the options vesting on the third anniversary of the grant, and the remaining 50% of the shares vesting on the fourth anniversary of the grant. The restricted stock units granted to our named executive officers in 2020 and 2021 vest over a four-year period, with 25% of the shares vesting one year after grant, and an additional 25% of the shares vesting annually thereafter.

Fiscal 2021 equity award determinations. In establishing equity awards for 2021 in January 2021, our Compensation Committee, with the assistance of its independent compensation consultant, determined an aggregate share pool to be allocated to equity awards made in 2021 which was determined by reference to the median average equity compensation burn rate in the 2020 peer group for the grant of awards to named executive officers.

In allocating equity awards among the named executive officers, our Compensation Committee considered individual performance in the context of both the Company’s achievements during 2020, as described under "Annual cash incentive program" beginning on page 55 as well as Dr. Peltz’s assessment and recommendations for each of the named executive officers. The Compensation Committee also considered the prevalence of restricted stock unit grants within the 2020 peer group and the usefulness of restricted stock units in managing the Company’s burn rate and dilution overhang.

Based on the factors detailed above, our Compensation Committee granted the stock option awards and restricted stock units described under the "Tabular presentation of annual equity awards in 2021" below to our named executive officers, pursuant to our 2013 Long-Term Incentive Plan, on January 6, 2021.

Tabular presentation of annual equity awards in 2021. The table below sets forth the grant date fair value of the equity awards made to each of our named executive officers who were named executive officers in January 2021, calculated in accordance with the provisions of FASB ASC Topic 718.

​

60

Table of Contents

Severance Benefits.  Each of our named executive officers has an employment agreement that entitles such executive to certain cash payments and other benefits in the event such officer’s employment is terminated (other than for "cause") or the Company undergoes a change in control. See "Employment Agreements with Named Executive Officers" on page 66 for additional information with respect to the employment agreements in general and "Potential Payments Upon Termination or Change in Control (2021)" on page 72 for addition information concerning specific severance payments and other benefits that our named executive officers may be entitled to receive under their employment agreements.

We believe the benefits under these employment agreements are consistent with market practice. The change in control provisions are intended to help to promote a continuity of management during a corporate transaction, while the severance arrangements are used primarily to attract, retain and motivate well-qualified executive management. Each employment agreement includes restrictive covenants (such as non-compete and non-solicitation provisions) that would apply in the event of the named executive officer’s termination, which our Board believes helps us protect our value.

Our change in control benefits are "double trigger" benefits. A "double trigger" benefit means that a change in control, by itself, would not trigger benefits. Instead, benefits would be paid only if the employment of the named executive officer is terminated during a specified period after the change in control. We believe this structure would help us secure the continued employment and focus of our named executive officers during change in control negotiations in which they believe they may lose their jobs.

Other Elements of Compensation.  Our named executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. We maintain broad-based benefits that are provided to eligible employees, including health, dental, life and disability insurance and our 401(k) plan. During 2021, we provided a 100% matching contribution for up to the first 6% of each contributing employee’s eligible compensation under our 401(k) plan. The matching contribution is subject to vesting at the rate of 25% at the end of each year of employment, for an employee’s first four years of employment, following which the matching contribution vests at 100% upon receipt. Our named executive officers are also eligible to participate in our ESPP, which is available on the same basis to other employees. In light of travel safety concerns due to the ongoing COVID-19 pandemic, our Compensation Committee determined that Dr. Peltz was required to use private chartered aircraft for all aircraft travel in 2021. Our Compensation Committee believes that this focus on Dr. Peltz’s health and safety is reasonable and appropriate under the circumstances and in the best interests of our stockholders. Additionally, all of our employees, including our named executive officers, are reimbursed for all business related aircraft travel, including travel to and from their respective residences.

Stock Ownership Guidelines

In December 2016, as part of our Board’s efforts to improve our governance and compensation practices, our Compensation Committee recommended, and our Board adopted, Executive and Director Stock Ownership Guidelines, or Guidelines. The purpose of the Guidelines is to encourage ownership of the Company’s common stock by our executive officers and directors, promote the alignment of the long-term interests of our executive officers and directors with the long-term interests of the Company’s stockholders, and to further promote our commitment to sound corporate governance. The Guidelines are applicable to our executive officers and our non-employee directors.

Under the Guidelines, executive officers and directors must acquire ownership of target common stock ownership levels by the end of the five-year compliance period from the later of (i) adoption of the Guidelines or (ii) the date that the individual became subject to the Guidelines. The target common stock ownership levels are specified as shares of our common stock with a value equal to a multiple of the three-year average cash compensation (sum of base salary plus annual cash incentive program award) in the case of executive officers, and a multiple of the three-year average cash Board retainer, in the case of non-employee directors, as follows:

61

Table of Contents

Individuals covered by the Guidelines are expected to achieve their target ownership level by the fifth anniversary of their becoming subject to the Guidelines, or they will become subject to a requirement to hold their after tax profit shares until compliance is achieved. December 15, 2021 was the first time that ownership levels were measured to determine compliance with the Guidelines. As of December 15, 2021, Mr. Southwell’s, Dr. Steele’s, Dr. Peltz’s and Dr. Zeldis’ common stock ownership levels were each below three times such individual’s three-year average cash compensation or cash Board retainer, as applicable. Each of these individuals retained at least 50% of their after-tax profit shares following stock option exercise or stock vesting, which is required until the target ownership level is met. Each of Mr. Southwell, Dr. Steele, Dr. Peltz and Dr. Zeldis subsequently achieved their respective target common stock ownership levels during 2022. All other named executive officers and non-employee directors were in compliance with the Guidelines or within the grace period for compliance as of December 15, 2021.

Insider Trading, Prohibition Against Pledging, and Anti-Hedging Policies

We have an Insider Trading Policy that has been adopted in light of restrictions under applicable securities laws. This policy prohibits trades in our common stock that would violate these laws, and it also imposes other restrictions such as blackout periods and prior notification and/or clearance requirements intended to protect against inadvertent violations of these laws. This policy also prohibits all employees, executive officers and directors from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for loans as well as prohibits engaging in hedging or similar transactions, engaging in any short sales of our common stock or any purchases or sales of puts or calls for speculative purposes. In addition, this policy prohibits any employees of the Company with a title of “Senior Vice President” or above from trading in the Company’s securities unless the transaction is done through a Rule 10b5-1 plan that (a) is entered into at a time when such person is not aware of material nonpublic information, (b) has a term of at least three months and (c) provides that any trade under such Rule 10b5-1 plan does not occur until at least 30 days after the date of the Rule 10b5-1 plan.

Adjustment or Recovery of Awards—Clawback Provisions

The Dodd-Frank Act requires the SEC to direct the national securities exchanges to prohibit the listing of any security of an issuer that does not develop and implement a clawback policy. At this time, the SEC has not finalized rules related to clawback policies. Once the final rules are in place, we intend to adopt a clawback policy that fully complies with SEC regulations.

Further, under Section 304 of the Sarbanes-Oxley Act, if we are required to restate our financial results due to material noncompliance with any financial reporting requirements as a result of misconduct, our Chief Executive Officer and Chief Financial Officer could be required to reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the twelve months following the first public issuance of the non-complying document, and (2) any profits realized from the sale of our securities during those twelve months.

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 named executive officers in 2021. Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax deduction to public companies for compensation in excess of $1.0 million paid in any taxable 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 limitations. However, the tax reform legislation signed into law in December 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, subject to certain transition rules, all compensation in excess of $1 million paid in any one taxable year to each of the specified officers that is not covered by the transition ruled will not be deductible by us. The Compensation Committee has and will continue to review on a periodic basis the effect of Section 162(m) and may use its judgment to authorize compensation payments that may be in excess of the limit when it believes such payments are appropriate, and in the best interests of our company and our stockholders.

62

Table of Contents

Compensation Committee Report

The Compensation Committee furnishes the following report:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

​

​

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years indicated:

​