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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.        )

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PTC Therapeutics, Inc.

500 Warren Corporate Center Drive

Warren, New Jersey 07059

April 26, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of PTC Therapeutics, Inc., on Tuesday, June 18, 2024 at 9:00 a.m., Eastern Time. The Annual Meeting will be held over the Internet in a virtual meeting format, via live webcast at www.virtualshareholdermeeting.com/PTCT2024. 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 June 4, 2024, 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.

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PTC Therapeutics, Inc.

500 Warren Corporate Center Drive

Warren, New Jersey 07059

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 18, 2024

To the Stockholders of PTC Therapeutics, Inc.:

The attached proxy statement contains information about the 2024 Annual Meeting of Stockholders of PTC Therapeutics, Inc., which we refer to as the Annual Meeting. The Annual Meeting will be held on Tuesday, June 18, 2024 at 9:00 a.m., Eastern Time, over the Internet in a virtual format, via live webcast at www.virtualshareholdermeeting.com/PTCT2024. 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 26, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials, or the Notice, to stockholders of record at the close of business on April 22, 2024, 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 June 4, 2024, to receive a printed or emailed set of our proxy materials.

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

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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.

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PTC Therapeutics, Inc.

500 Warren Corporate Center Drive

Warren, New Jersey 07059

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PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

To be held on June 18, 2024

These proxy materials are being furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2024 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Tuesday, June 18, 2024 at 9:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/PTCT2024, or the Annual Meeting Website, and at any adjournment or postponement thereof. 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 26, 2024 in conjunction with the delivery of our 2023 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 June 4, 2024, 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.

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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.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

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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 Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, 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., 500 Warren Corporate Center Drive, Warren, New Jersey 07059.

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.

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

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:

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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. Klein, 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.

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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.

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. Furthermore, in accordance with our Corporate Governance Guidelines, our Board is committed to actively seeking out highly qualified women, people of color, and other historically underrepresented minorities to include in the pool from which director nominees are chosen. 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.

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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.

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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., 500 Warren Corporate Center Drive, Warren, New Jersey 07059. Assuming that appropriate biographical and background material has been provided on a timely basis, our 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 19 meetings during 2023.

During 2023, each of our directors attended at least 75% of the Board meetings and the meetings of the committees on which such director then served, other than Mr. Bell. Due to unavoidable prior obligations, Mr. Bell was unable to attend several special meetings of the Board that were called on short notice and as a result attended 71% of the aggregate number of our Board meetings and the meetings of the committees upon which he served in 2023. Notwithstanding his attendance record at formal board meetings during 2023, Mr. Bell has been consistently available to our Board and management for regular consultations on matters critical to our success, in particular those related to his areas of expertise with knowledge of the healthcare industry and his understanding of how to advise healthcare companies on strategic business issues. 

Our Corporate Governance Guidelines provide that our directors are expected to attend the Annual Meeting. Nine of our ten directors then serving on the Board attended our 2023 annual meeting of stockholders. Mr. Bell, who was elected to the Board at the 2023 annual meeting of stockholders, also attended the 2023 annual meeting.

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. Klein 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.

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Board Committees

Our Board has established four standing committees: our Audit Committee, our Compensation Committee, our Nominating and Corporate Governance Committee and our Development Committee. Each of these committees operates under a charter that has been approved by our Board. The charters for our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee are 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 our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee 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, Ms. Smith, Mr. Southwell and Ms. Young. Ms. Reeve chairs our Audit Committee. Our Audit Committee held seven meetings in 2023.

Our Audit Committee’s responsibilities include:

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

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Compensation Committee

The members of our Compensation Committee are Messrs. Bell, Schmertzler and Southwell, Msses. Reeve and Smith, and Dr. Steele. Dr. Steele chairs our Compensation Committee as of March 2024, and Mr. Schmertzler chaired our Compensation Committee throughout 2023. Our Compensation Committee held thirteen meetings in 2023.

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 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 SVP, Chief Accounting Officer & Head of People Services 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.

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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 36.

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 2023.

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 2023, 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 2023.

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 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 2023 and 2024, 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 2023.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Mr. Schmertzler, Msses. Okey and Young and Dr. Zeldis. Ms. Okey chairs our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee held four meetings in 2023.

Our Nominating and Corporate Governance Committee’s responsibilities include:

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Development Committee

The members of our Development Committee are Drs. Jacobson, Klein, Steele and Zeldis and Mr. Schmertzler. Dr. Jacobson chairs our Development Committee. Our Development Committee did not meet in 2023.

Our Development 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, 2023, 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 Technology 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 risks associated with board organization, membership and structure, succession planning for our directors and executive officers, corporate governance and our corporate responsibility program and policies. Our Development Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with clinical trials and potential serious adverse events occurring within such trials or related to our commercial products as well as risk associated with regulatory developments.

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Our Chair of the Board meets regularly with management to discuss risks facing the Company and the Company’s risk management strategy. Our Chair of the Board also approves the agenda for each Board meeting in accordance with our Corporate Governance Guidelines, confirming that potential material risks that may affect the Company are brought forth for discussion to the Board. We believe that utilizing an independent Chair of the Board to perform these responsibilities brings an added strategic perspective in support of the Company’s risk oversight.

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., 500 Warren Corporate Center Drive, Warren, New Jersey 07059, Attn: Secretary.

Compensation Committee Interlocks and Insider Participation

Messrs. Bell, Schmertzler and Southwell, Msses. Reeve and Smith, 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.

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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 2023 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, 2023, 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.

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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 Development and Ellen Welch, Ph.D., the wife of Stuart W. Peltz, who served as our Chief Executive Officer until his resignation in March 2023, was employed by us until December 2023, including as our Chief Scientific Officer until September 2023. For their services to the Company during fiscal 2023, these employees received compensation of $231,067 to $2,240,465, comprised of base salary, equity awards in the form of stock options and restricted stock units (based on the grant-date fair value), company 401(k) matching contributions, group term life insurance premiums paid by the Company, with respect to Dr. Welch, vacation payout, and, with respect to Ms. Almstead, non-equity incentive compensation (paid in fiscal 2024 based on 2023 performance) and amounts under an employee-wide health incentive program. These amounts reflect the full grant-date fair value of equity compensation awarded in 2023 (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 2023. Neither Dr. Almstead nor Dr. Peltz participates or participated in the compensation decisions by the Company 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.

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, was promoted to Chief Operating Officer in January 2022 and, since March 2023, has served as our Chief Executive 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 2023. 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.

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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 22, 2024, 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 76,696,655 shares of our common stock outstanding as of April 22, 2024.

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 22, 2024 or (ii) restricted stock units that will vest within 60 days of April 22, 2024 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., 500 Warren Corporate Center Drive, Warren, New Jersey 07059.

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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 eleven directors, four Class I directors, four Class II directors, and three Class III directors.

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 Emma Reeve, Michael Schmertzler, Mary Smith and Glenn D. Steele, Jr., M.D., Ph.D. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Ms. Reeve, Mr. Schmertzler, Ms. Smith and Dr. Steele for election at the Annual Meeting as Class II directors, each to serve until the 2027 annual meeting of stockholders.

Each of Ms. Reeve, Mr. Schmertzler, Ms. Smith and Dr. Steele, 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 2027, 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 Emma Reeve, Michael Schmertzler, Mary Smith and Glenn D. Steele, Jr.

Biographical Information

The following table and biographical descriptions provide information as of April 22, 2024 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 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.

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Class II Director nominees to be elected at the Annual Meeting (terms expiring in 2024)

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Class III Directors (terms expiring in 2025)

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Class I Directors (terms expiring in 2026)

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PROPOSAL 2: 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, 2024. This appointment is being presented to the stockholders for ratification at the Annual Meeting.

Ernst & Young LLP has served as our auditor 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 2024. 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 2024 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, 2024.

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 2023 and 2022:

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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 2023 and 2022 were pre-approved by the Audit Committee.

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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, 2023 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, 2023 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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EXECUTIVE OFFICERS

The following table and biographical descriptions provide information as of April 22, 2024 relating to each of our executive officers, other than Dr. Klein, who also serves as a director of the Company. Dr. Klein’s biographical information is presented above in this proxy statement under the heading "Proposal 1: Election of Directors—Biographical Information."

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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 or directors and any other person or persons pursuant to which he or she was or is to be selected as an executive officer director.

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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 2023, are:

*Dr. Klein was our Chief Operating Officer prior to his promotion to Chief Executive Officer on March 22, 2023.

Additionally, this section discusses the principles underlying our decisions with respect to the compensation of our named executive officers, 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 with a significant portion of our executive officers’ compensation being “at risk”. Base salaries are reviewed annually by our Compensation Committee to ensure that they are competitive against our peers and appropriate for each executive's responsibilities. Our Compensation Committee established a cash incentive program based on corporate goals set at the beginning of the year with further consideration being given to each named executive officer’s individual performance over the past year. The corporate rating for the 2023 cash incentive program was 80% of target and the individual performance modifier was 1.0 for our named executive officers, such that cash bonuses were not adjusted from the level funded for corporate performance. Our Compensation Committee continued to focus the majority of our named executive officers’ compensation in long-term incentives consisting of stock options and restricted stock units. Approximately 45% of our named executive officers’ 2023 annual equity awards was comprised of stock options, based upon the grant date fair value of the awards. This is consistent with our Compensation Committee’s belief that stock options are most effective in aligning our named executive officers’ motivations with our shareholders' long-term interests.

In 2023, there was a CEO transition in which our long-tenured Chief Executive Officer, Dr. Peltz, retired and Dr. Klein, our Chief Operating Officer, was promoted to Chief Executive Officer. Dr. Peltz continued to provide services to us pursuant to a consulting agreement from his retirement in March 2023 until October 2023. Dr. Klein received standard annual equity awards at the beginning of 2023 in his role as Chief Operating Officer, and in connection with his promotion to Chief Executive Officer, received a base salary increase and additional equity awards. He also was granted an additional RSU and a PSU award in December 2023 with the PSUs vesting upon achievement of certain challenging regulatory milestones during the two years following the grant. The grant in December 2023 was made to reflect the

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success of the leadership transition and Dr. Klein’s first year as Chief Executive Officer, while emphasizing items that need to be achieved in the future through the use of PSUs.

The 2023 total compensation value reported in the Summary Compensation Table to this proxy was below the total compensation median value for both the 2022 and 2023 peer groups for all ongoing named executive officers employed at the end of 2023.

2023 Say on Pay Vote

Pursuant to Section 14A of the Exchange Act, at our 2023 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 2023 non-binding say-on-pay vote was approved by our stockholders with approximately 97.8% 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.

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 (91.6% and 76.1%, 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 2023 (comprised of base salary, annual cash incentive at target, and the grant date fair market

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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 2023

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

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The equity award portion of our Chief Executive Officer’s and other named executive officers’ 2023 primary compensation consisted of stock options and restricted stock units. Dr. Klein, our Chief Executive Officer, additionally received a performance stock unit, or PSU, award in December 2023, consisting of a target award of 75,000 PSUs, or the Target PSUs, that vest based upon achievement of challenging regulatory-related performance goals, with the opportunity to earn up to an additional 75,000 PSUs for over-achievement of the goals, as described further below. The PSUs remain subject to additional time-based vesting requirements following the achievement of the performance milestones. Dr. Peltz, our former Chief Executive Officer, was granted an annual equity award in January 2023, before he retired, consisting of 132,500 stock options and 53,000 restricted stock units, with a grant date fair value of $2,773,225 and $2,089,260, respectively. The stock option value was calculated using the Black-Scholes pricing model, as further described in our Summary Compensation Table below, with an exercise price of $39.42, which was the closing price of our common stock on January 5, 2023, the date the stock options were granted.

Dr. Klein, our Chief Executive Officer, was granted an annual equity award as our Chief Operating Officer in January 2023 and an additional equity award in April 2023 in connection with his promotion to Chief Executive Officer. Dr. Klein’s 2023 annual equity award consisted of 65,000 stock options and 26,000 restricted stock units, with a grant date fair value of $1,360,450 and $1,024,920, respectively. The January stock options have an exercise price of $39.42, which was the closing price of our common stock on January 5, 2023, the date the stock options were granted. In connection with his promotion to Chief Executive Officer in March 2023, Dr. Klein was granted an additional equity award of 65,000 stock options and 26,000 restricted stock units, with a grant date fair value of $1,791,855 and $1,376,960, respectively. The stock options have an exercise price of $52.96, which was the closing price of our common stock on April 18, 2023, the date the stock options were granted. The stock option values were calculated using the Black-Scholes pricing model, as further described in our Summary Compensation Table below. Additionally, our Compensation Committee awarded Dr. Klein an equity grant in December 2023 consisting of 75,000 RSUs and 75,000 Target PSUs with an opportunity to earn additional PSUs for above-target performance. The restricted stock units had a grant date fair value of $2,143,500 and the Target PSUs had a grant date fair value of $2,143,500, assuming achievement of the relevant performance milestones. The achievement of the performance milestones for the Target PSUs and of the additional above-target performance milestones must occur in the two years following the grant, by December 31, 2025 Our Compensation Committee determined it was appropriate to make the December 2023 RSU and PSU grant to Dr. Klein in recognition of his exceptional performance during his time as Chief Executive Officer and the completion of the successful leadership transition to Chief Executive Officer while navigating difficult circumstances that had arisen in

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2023. The December 2023 grant was structured to encourage and reward his future performance and company success. 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 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 performance-based and equity-related compensation as illustrated above strongly aligns with stockholders’ interests.

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.

Equity awards are typically 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 can be known. The January 2023 equity grant was therefore influenced by our Company’s performance in 2022. As further described in our Summary Compensation Table below, our Chief Executive Officer’s and named executive officers’ 2023 annual equity awards granted in January 2023 were composed of approximately 50% options and 50% restricted stock units, based upon the grant date fair value of the awards. Dr. Klein was granted a similar award comprised of 50% options and 50% RSUs in April 2023 with four-year vesting in connection with his March 2023 promotion to Chief Executive Officer. Additionally, in December 2023, Dr. Klein was granted an award consisting of 75,000 RSUs and 75,000 Target PSUs with an opportunity to earn additional PSUs for above-target performance for his exceptional performance transitioning from Chief Operating Officer to Chief Executive Officer. The RSUs granted in December 2023 vest in four equal tranches, with the first tranche vesting in in December 2023 and the remaining three tranches vesting annually thereafter. The PSUs will be earned for achieving several challenging milestone goals by the end of 2025 that are related to significant regulatory success enabling the commercialization our pipeline products over the next two years, and, if all of the milestone goals are achieved, Dr. Klein will double his target opportunity, earning a maximum of 2x of the Target PSUs. The PSUs remain subject to additional time-based vesting requirements following the achievement of the performance milestones.

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 FW Cook, an independent compensation consultant, to understand the competitive landscape and assist in designing and maintaining 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 2023, our Compensation Committee utilized data from the 2022 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.

Peer Group Composition

General.  Our Compensation Committee uses peer group benchmark information developed in coordination with FW Cook 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.

2022 Peer Group. Our Compensation Committee directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2022 peer group, for compensation decisions to be made effective in January 2023,

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including 2023 base salary adjustments, annual cash incentive targets for 2023, and the annual equity awards granted on January 5, 2023 informed by 2022 performance.

In developing the 2022 peer group, with input from FW Cook, the Compensation Committee selected companies within what it considered a relevant market cap range, that have at least one commercial product, have a clinical pipeline, employ an internal sales force and are headquartered on the east coast or the west coast of the United States to align cost-of-living and labor market. Amarin Corporation plc, bluebird bio, Inc. and Heron Therapeutics, Inc. were removed from the peer group because each company’s market cap was no longer in the intended range. Two new companies were added, Alkermes plc and Jazz Pharmaceuticals plc, with market caps in a 0.33x to 3x range of PTC’s market cap at the time of the 2022 peer group review, for a total of 17 peer companies. The 17 peer companies in the 2022 peer group had a median market cap of approximately $3.43 billion at the time of the 2022 peer group review. PTC’s market cap at that time was $3.68 billion, which was near the median. PTC’s trailing 12-month revenue was slightly higher than the median of the 2022 peer group. The 2022 peer group consisted of:

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2023 Peer Group. Our Compensation Committee directed FW Cook to assist in the development of a reference peer group, which we refer to as the 2023 peer group, for compensation decisions to be made effective in February 2024, including 2024 base salary adjustments, annual cash incentive targets for 2024, and the annual equity awards granted on February 15, 2024 informed by 2023 performance. The reference 2023 peer group data was also available when the Compensation Committee granted Dr. Klein the RSU and PSU awards in December 2023.

In developing the 2023 peer group, with input from FW Cook, the Compensation Committee selected companies within what it considered a relevant market cap range, that have at least one commercial product, have a clinical pipeline, employ an internal sales force and are headquartered on the east coast or the west coast of the United States to align cost-of-living and labor market. Agios Pharmaceuticals, Inc. and Ironwood Pharmaceuticals, Inc. were removed from the peer group because each company’s market cap, combined with other metrics, such as employee headcount and revenue, were no longer in the intended range. Global Blood Therapeutics, Inc. was removed from the peer because it was acquired in 2022. Three new companies were added, Apellis Pharmaceuticals, Inc., Intra-Cellular Therapies, Inc. and United Therapeutics Corporation, with market caps between $6 billion and $10 billion, for a total of 17 peer companies. At the time that the 2023 peer group was approved in June 2023, PTC’s market cap was $3.2 billion, and its trailing 12-month average market cap was $3.3 billion, which was within the $1.5 billion to $10.8 billion range of peers’ trailing 12-month average market caps and near the $4.4 billion median. The 2023 peer group consisted of:

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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 as well as the Company’s total shareholder return for that fiscal year and over the long-term 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 2023 annual cash incentive program were determined in February 2024 based on the Compensation Committee’s assessment of individual and Company performance during 2023.

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 could range from above 1.0 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 our Chief Executive Officer’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 our Chief Executive Officer’s performance for the applicable fiscal year. Our Chief Executive Officer 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 salary, target annual cash incentive opportunity and annual equity awards that will become effective in January of the coming year. For example, 2023 base salary adjustments and annual option awards were considered in late 2022 and set in January 2023 after considering Company and individual performance during 2022. At the same time, our Compensation Committee considered the demands that would be placed on our executive team in order to execute our 2023 strategic goals.

For a discussion of the Compensation Committee’s assessment of individual and corporate performance in 2023, which directly impacted annual cash incentive awards for 2023, see "Annual cash incentive program" on page 42. For information concerning individual and corporate performance in 2022, which directly impacted 2023 base salary and equity awards, 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 2023 were as follows, other than salary determination and equity awards made in connection with new hires or promotions, and Dr. Klein’s December 2023 grant which was given to recognize

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his success transitioning to the role of Chief Executive Officer and to drive accomplishment of future regulatory and commercial priorities related to our pipeline:

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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.

2023 base salary determinations. Base salary determinations for 2023 were discussed in December 2022, set in January 2023 and became effective as of March 1, 2023. Our Compensation Committee set 2023 base salaries near the median of our 2022 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 2022 reflected 3% to 6% increases over 2022 salaries for our named executive officers. These increases were generally similar to the rate of increases observed for comparable roles in the 2022 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 2022. Dr. Klein’s base salary was increased in connection with his promotion to Chief Executive Officer and Mr. Gravier had his salary set when hired as CFO. Dr. Klein’s base salary as Chief Executive Officer was set below the median of the 2022 peer group upon promotion consistent with his new position.

Tabular presentation of base salary adjustments in 2023.  The table below sets forth our named executive officers salaries, as determined by our Compensation Committee for fiscal year 2023:

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* Base salary reflects base salary following mid-year promotion or mid-year hire. Increases were given in line with all promotion and new-hire salary increases and were paid on a pro-rated basis. Prior to his promotion, Dr. Klein had a 2023 base salary of $618,000 for his role as our Chief Operating Officer, an increase of 3.0% over his 2022 base salary. In connection with his promotion to Chief Executive Officer in March 2023, Dr. Klein’s salary was increased to $788,000.

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

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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. The 2023 target for Dr. Klein was 75% of his base salary following his promotion to Chief Executive Officer in March 2023, which was an increase from his prior 50% target as Chief Operating Officer prior to his promotion to Chief Executive Officer. The 2023 target for each of the other named executive officers remained the same as the level previously established by the Board for those roles, an amount equal to 45% of each of Mr. Gravier’s, Mr. Pauwels’, Dr. Golden’s and Mr. Boulding’s 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 as well as the Company’s total shareholder return for that fiscal year and over the long-term 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). The corporate rating for the 2023 cash incentive program, as determined in January 2024, was 80% for the named executive officers, as further discussed below.

Individual performance is considered in the manner described under "Individual and Company Performance" on page 41, with a maximum quantitative modifier for potential awards based on 2023 performance of up to 1.0.

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

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Company goals and results under the 2023 annual incentive program.   The goals and key performance indicators, or KPIs, used to evaluate the goals established by our Compensation Committee for 2023, 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 (i) 2023 full-year total revenues between $940 million and $1 billion, which included having 2023 full-year net product revenues for the Duchenne muscular dystrophy, or DMD, franchise between $545 and $565 million and (ii) managing use of cash to support long-term growth in accordance with approved budget by having 2023 full-year U.S. Generally Accepted Accounting Principles, or GAAP, research and development, or R&D, expense plus GAAP selling, general and administrative, or SG&A, expense between $1.01 and $1.06 billion and non-GAAP R&D expense plus non-GAAP SG&A expense between $890 and $940 million, excluding estimated non-cash, stock based compensation expense of approximately $120 million, with up to $80 million of one-time payments upon achievement of potential clinical and regulatory success-based milestones from previous acquisitions. This first KPI for this goal was considered achieved as 2023 total revenue was approximately $938 million with approximately $611 million in 2023 DMD franchise, which was approximately $45 million more than the top of our KPI range for the DMD franchise. In May 2023 and September 2023, under the new leadership of Dr. Klein as our recently promoted Chief Executive Officer, we announced strategic pipeline prioritizations following reviews of our portfolio.

In connection with the strategic pipeline prioritizations, we reduced our workforce by 32%, which primarily affected employees in the United States, including those employees involved in early-stage research and gene therapy manufacturing and associated selling, general and administrative functions. We also decided to discontinue our preclinical and early research programs for our gene therapy platform, which included programs for Friedreich ataxia

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and Angelman syndrome, as well as our oncology platform, which included programs for unesbulin for the treatment of diffuse intrinsic pontine glioma and leiomyosarcoma, or LMS. As a result of the strategic pipeline prioritization, we revised our budget mid-year to reflect the lower expenses that we would now have since we discontinued programs with the updated targets of 2023 full-year U.S. GAAP R&D expense plus GAAP SG&A expense being between $915 and $965 million (lowered from $1.01 to $1.06 billion) and non-GAAP R&D expense plus non-GAAP SG&A expense being between $810 and $860 million (lowered from $890 to $940 million), excluding estimated non-cash, stock based compensation expense of approximately $105 million (lowered from $120 million), with up to $37 million of one-time payments upon achievement of potential clinical and regulatory success-based milestones from previous acquisitions (lowered from $80 million). It was important to update the goal as the original expense goal was too high for the business going forward and would have been easily achieved. Lowering the expense goals to match our lower costs therefore maintained an appropriate level of rigor for the bonus program.

We achieved these targets as our updated GAAP R&D expense plus SG&A was approximately $999 million and our non-GAAP R&D expense plus non-GAAP SG&A expense was approximately $897, which in both cases included $37 million of one-time payments upon achievement of potential clinical and regulatory success-based milestones from previous acquisitions, which were not included in the initial GAAP and non-GAAP calculations. Please refer to Exhibit A 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 financial performance KPIs achieved, we added unexpected financial value by entering into an Amended and Restated Royalty Purchase Agreement with Royalty Pharma Investments, or RPI, for $1.0 billion and up to potentially another $500 million for the sale of a portion of our retained royalty rights on worldwide net sales of Evrysdi and by terminating the credit agreement with Blackstone Life Sciences and Blackstone Credit.

Accelerate commercial success. The purpose of this goal was to commercially advance and expand our various commercial products. The first KPI for this goal was to deliver geographic region-specific strategies with a focus on product launch readiness in Japan and further build out our regional operations in Latin America, or LATAM, and the Middle East to accelerate Translarna and Upstaza growth. This KPI was achieved as we established a launch readiness plan in Japan with associated resources and bolstered our LATAM and Middle East operations to drive further growth in these regions including revenue expansion in seven new markets. The second KPI for this goal was to secure and maintain access and reimbursement by (i) securing and maintaining reimbursed access for all DMD franchise patients, (ii) ensure access and maintain appropriate pricing for Upsatza and (iii) secure access for Tegsedi and Waylivra. This KPI was achieved as we maintained and expanded reimbursed access for all commercial products in our portfolio in all key regions. The third KPI for this goal was to bring forward a business development opportunity to complement our pipeline and leverage our geographic footprint. This KPI was achieved as we conducted diligence, performed financial assessments and brought forward for discussion many business development opportunities. Overall, this goal was achieved because we achieved all corresponding KPIs.

Advance programs and pipelines. The purpose of this goal was to advance clinical programs in our pipeline, and we grouped three sets of KPIs for this goal. Our first set of KPIs was related to advancing our late stage programs: submitting a biologics license application, or BLA, to the FDA for Upstaza; resubmit a new drug application, or NDA, for Translarna; receive approval for Translarna in the EMA to convert to a full marketing authorization; submitting an NDA to the FDA for sepiapterin for PKU; submit an NDA to the FDA and a Marketing Authorization Application, or MAA, to the European Medicines Authority, or EMA, for vatiquinone for Friedreich ataxia; submit an NDA to the FDA for vatiquinone for in children with mitochondrial disease associated seizures; and support global regulatory submissions for franchise expansion for Translarna. This KPI was not achieved as we received a negative opinion from the Committee for Medicinal Products for Human Use, or CHMP, of the EMA relating to our attempt to convert Translarna’s conditional marketing authorization to a full marketing authorization and for the continuation of Translarna’s conditional marketing authorization. Additionally, we did not make any of the proposed regulatory submissions, although we did continue to take steps for some of these programs that will allow us to make the regulatory submissions in the future, with several of these submissions having already occurred or expected to occur in the first half of 2024. Our next KPI was to continue to advance our late-stage development pipeline: delivering interim data from our Phase 2 trial in PTC518 for Huntington’s disease, achieve enrollment sufficient for interim analysis for unesbulin in LMS and achieve last subject screened for our Phase 2 trial in LMS. This set of KPIs was achieved. Our last set of KPIs for this goal was to advance our late-stage development pipeline including: advancing our gene therapy platform by

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treating a patient in the next gene therapy study and submit Investigational New Drug Applications, or INDs, or clinical trial applications, or CTAs to dose first subjects in two phase 1 healthy volunteer studies. We did not achieve this third set of KPIs as we discontinued our pre-clinical gene therapy programs. We made the strategic decision that we would not be undertaking clinical development for either program following the leadership transition to Dr. Klein as Chief Executive Officer. We viewed the overall goal as not achieved, primarily due to the negative CHMP opinion received for Translarna in the European Economic Area, or EEA, and our inability to make the stated regulatory submissions in 2023. However, we had a successful interim data readout of our Phase 2 trial of PTC518 for HD which had met all study objectives to that point. Additionally, while not a stated KPI, we did achieve a successful phase 3 trial of sepiapterin for PKU, which we expect to support future global regulatory submissions and which is included in the milestone goals attached to the December 2023 PSUs granted to Dr. Klein.

Progress research and translational programs. The purpose of this goal was to grow our pipeline through the identification of new chemical entities or new therapies that enter pre-clinical safety toxicology studies. The KPI’s for this goal were (i) to advance four to six programs to late-research stage, including at least one program from our splicing platform, (ii) declare one to two development candidates and (iii) initiate and complete IND-enabling studies for two to three programs. We considered this goal achieved as we advanced four programs to late-research stage, including two programs from our splicing program, declared one development candidate and initiated and completed IND-enabling studies for three programs.

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 to enable us to sufficiently provide materials for early- and late-stage product development as well as commercial-grade materials and additionally utilize our capabilities to be a manufacturing source for others. The KPIs for the first part of this goal were (i) to ensure continuity of commercial supply for all of our commercial products, (ii) provide clinical material on time to support our clinical programs, (iii) provide IND-enabling and clinical trial material for two to four of our programs. These KPIs were achieved. The KPIs from the second part of this goal were to sign at least two external customers for our plasmid and adeno-associated virus manufacturing and to supply material to our first external customer. These KPIs were achieved. Based on the successes of our KPIs for this goal, this goal was 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, processes, systems and environment. This goal was considered satisfied due to multiple achievements affecting the Company’s day-to-day operations, including: continuing to support our organization via commitment to our strengths-based learning culture; integrating and streamlining our operations to drive performance, improve quality and compliances; increase efficiency with a focus on enterprise systems; enhancing our digital strategy, including leveraging data analytics and AI to increase productivity and heightening cybersecurity protocols and implementation; maintaining a safe working environment, including enabling decisions to achieve LEED certification in our new global headquarters in Warren, NJ as well as developing processes to encourage consideration of minority-owned vendors and suppliers.

The recommendations of Dr. Klein, our Chief Executive Officer, who, with input from the other named executive officers, assessed the Company’s performance against corporate goals for 2023, 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. In January 2024, our Compensation Committee determined that 2023 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 80% for the named executive officers. The primary reasons for the below-target rating were the negative opinions from the CHMP related to converting Translarna’s conditional marketing authorization to a full marketing authorization and to the continuation of Translarna’s conditional marketing authorization; and, also we did not make some proposed regulatory submissions by the end of 2023, although several were already submitted in 2024 and others are still planned to be submitted in 2024.

Individual performance in 2023. For individual performance in 2023, our Compensation Committee considered the following key accomplishments and contributions by individual named executive officers during 2023 and Dr. Klein’s

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recommendations with respect to performance ratings for all named executive officers, other than himself, and provided each with an individual performance modifier rating:

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Amounts earned under 2023 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 2023 annual cash incentive program:

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*Dr. Peltz and Ms. Hill were not eligible to receive awards for 2023 under our annual cash incentive program in light of their mid-year departures.

**Mr. Gravier’s 2023 annual cash incentive was pro-rated based on his mid-year start date.

Annual equity award. A significant portion of our executive compensation program in 2023 and in prior years has been in the form of an annual equity award that vests over a four-year period.

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 2023, 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 2023; in fact, no portion of the applicable equity awards vested until January 2024.

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 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, our Chief Executive Officer provides his recommendations to our Compensation Committee for each named executive officer other than himself.

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, in the beginning of the calendar year when the prior year can be reviewed, and were held in January, in 2021, 2022 and 2023. The annual equity awards consider the prior year’s

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performance more than the current year’s, 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 2023, which are disclosed in the Summary Compensation Table, were impacted by our Compensation Committee’s assessment of 2022 performance and expectations for 2023. We viewed 2022 as a year with significant corporate accomplishments, including reaching our overall full-year net product revenue guidance as well as our DMD franchise revenue guidance, expanding our geographical footprint and advancing various of our clinical programs in our pipeline. Our Compensation Committee’s assessment of 2023 performance and expectations for 2024 were factors in determining the equity awards granted in February 2024, 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. The restricted stock units granted to our named executive officers in 2021, 2022 and 2023 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 2023 equity award determinations. 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 2022, as described under "Annual cash incentive program" beginning on page 42, as well as our Chief Executive Officer’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 2022 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 2023" below to our named executive officers, pursuant to our 2013 Long-Term Incentive Plan, on January 5, 2023.

In addition, in connection with his March 2023 promotion to Chief Executive Officer, in April 2023 the Compensation Committee granted Dr. Klein an additional equity award consisting of 65,000 stock options and 26,000 restricted stock units. Additionally, in December 2023, our Compensation Committee awarded Dr. Klein an equity award consisting of 75,000 RSUs and 75,000 Target PSUs with an opportunity to earn additional PSUs for above-target performance. Our Compensation Committee determined it was appropriate to make the December 2023 RSU and PSU awards to Dr. Klein in recognition of his exceptional performance and the completion of the successful leadership transition to Chief Executive Officer while navigating difficult circumstances that had arisen in 2023 and structured the grant to encourage and reward his future performance.

The PSUs vest upon successful achievement of three regulatory milestones over two years. The regulatory milestones cannot be disclosed publicly without creating competitive harm. The 75,000 Target PSUs vest upon successful completion of a specified regulatory milestone. An additional 37,500 PSUs vest upon successful completion of a second specified regulatory milestone. An additional tranche of 37,500 PSUs vest upon successful completion of a third specified regulatory milestone, however, this PSU tranche will only vest if either the first or second regulatory milestone has also been achieved, in each case prior to December 31, 2025. Upon achievement of the relevant performance condition, each PSU tranche remains subject to additional time-based vesting, with one-third of the earned shares vesting immediately upon the achievement of the milestone and the remaining shares vesting in two equal amounts on each successive anniversary date of the achievement of the milestone.

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Tabular presentation of annual equity awards in 2023. 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 2023, calculated in accordance with the provisions of FASB ASC Topic 718.

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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 Executive Officers" on page 55 for additional information with respect to the employment agreements in general and "Potential Payments Upon Termination or Change in Control (2022)" on page 60 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 before or 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) savings and retirement plan, or 401(k) plan. During 2023, we provided a 100% matching contribution for up to the first 6%, subject to applicable federal limits, 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. We do not maintain an executive perquisite program or any guaranteed or funded retirement plan benefits other than the matching contributions under our 401(k) plan, which we make available to all employees. Our named executive officers are also eligible to participate in our ESPP, which is available on the same basis to other employees. 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.

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Stock Ownership Guidelines

In December 2016, 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 non-employee directors must acquire target common stock ownership levels within five years of the date that the individual became subject to the Guidelines. The target common stock ownership levels are specified as shares of our common stock (including unvested RSUs) 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:

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 50% of their after tax profit shares until compliance is achieved. Ownership levels were measured as of December 15, 2023 to determine compliance with the Guidelines. As of December 15, 2023, Ms. Okey’s common stock ownership level was below three times her three-year average Board retainer. Ms. Okey retained at least 50% of her after-tax profit shares following stock option exercise or stock vesting, which is required until the target ownership level is met. Ms. Okey has subsequently achieved her target common stock ownership levels during 2024. 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, 2023.

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, or any non-employee directors from trading in the Company’s securities unless the transaction is done either through pre-clearance by our Chief Legal Officer or Chief Financial Officer or 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, or 90 days in the case of an executive officer or non-employee director, after the date of the Rule 10b5-1 plan.

Adjustment or Recovery of Awards—Clawback Provisions

We have adopted a compensation clawback policy in accordance with Rule 10D-1 of the Exchange Act, and Nasdaq listing standards that is applicable to all of our current or former executive officers, or the Covered Persons. The clawback policy is administered by our Compensation Committee. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the

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current period or left uncorrected in the current period, it is our policy to recover reasonably promptly the amount of erroneously awarded incentive-based compensation received by Covered Persons. The recovery of such compensation applies regardless of whether an executive engaged in misconduct or otherwise caused or contributed to the requirement for the accounting restatement.

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

We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers. However, 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 million paid in any one year to each of certain of the Company’s current and former executive officers. 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 2023. 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.

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.

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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:

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