Document

DEF 14A 1 cmps-schedule14adefinitive.htm DEF 14A Document

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under §240.14a-12

COMPASS PATHWAYS PLC

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check all boxes that apply):



☒			No fee required.
☐			Fee paid previously with preliminary materials:
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

COMPASS Pathways plc

33 Broadwick Street

London W1F 0DQ

United Kingdom

Registered Company No. 12696098

April 8, 2024

Dear Shareholder:

You are invited to attend the 2024 Annual General Meeting (the “AGM”) of COMPASS Pathways plc (“COMPASS” or the “Company”) which will be held at 3:00 p.m. London time (10:00 a.m. Eastern Time) on Thursday, May 9, 2024 at the offices of Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX. Although it will not constitute attendance at the AGM, shareholders will be able to follow the business of the AGM on their computer, tablet or smart phone from their location of choice by accessing https://onlinexperiences.com/Launch/QReg/ShowUUID=2EEE51DD-B3EF-4C5F-864C-3B7A9F60CADA.

This letter, the notice of the AGM set out in this document (the “Notice”) and associated materials for the AGM are being sent to you because, as of Wednesday, March 27, 2024 (being the latest practicable date before the circulation of this document and the record date for holders of American Depositary Shares (“ADSs”)), you are registered as a holder of ordinary shares in the register of members of the Company. However, this letter, the Notice and associated materials will also be available to holders of ADSs and contain information relevant to holders of ADSs.

Your vote is very important to us. Whether or not you plan to attend the AGM, your shares should be represented and voted.

Thank you for your ongoing support of COMPASS.

Yours sincerely,

David Norton

Interim Chair of the Board of Directors, COMPASS Pathways plc

Table of Contents

COMPASS Pathways plc

33 Broadwick Street

London W1F 0DQ

United Kingdom

Registered Company No. 12696098

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY MAY 9, 2024

NOTICE is hereby given that the Annual General Meeting (“AGM”) of COMPASS Pathways plc, a public limited company incorporated under the laws of England and Wales (referred to herein as the “Company,” “we,” “us” and “our”), will be held on Thursday, May 9, 2024, at 3:00 p.m. London time (10:00 a.m. Eastern Time) at the offices of Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX, for the transaction of the following business:

Ordinary Resolutions (the “Resolutions”)

1.To re-elect as a director David Norton, who retires by rotation in accordance with the Company’s Articles of Association.

2.To re-elect as a director Wayne J. Riley, who retires by rotation in accordance with the Company’s Articles of Association.

3.To re-elect as a director Daphne Karydas, who retires by rotation in accordance with the Company’s Articles of Association.

4.To re-appoint PricewaterhouseCoopers LLP, an English registered limited liability partnership, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.

5.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

6.To authorize the Audit and Risk Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024.

7.To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2023.

8.To receive and approve on an advisory basis the Company’s U.K. statutory directors’ remuneration report for the year ended December 31, 2023, which is set forth as Annex A to the attached proxy statement.

9.To approve the Company’s U.K. directors’ remuneration policy, which is set forth in Annex A to the attached proxy statement and which, if approved, will take effect upon the conclusion of the Meeting.

10.To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2023.

11.To authorize the directors generally and unconditionally for the purpose of s551 of the U.K. Companies Act 2006 to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares

Table of Contents

in the Company (“Rights”) up to a maximum aggregate nominal amount of £820,100 to such persons at such times and upon such conditions as the directors may determine (subject to the Company’s articles of association). This authority shall expire (unless previously renewed, varied or revoked) on May 8, 2029 but the Company may make offers and enter into agreements before that expiry which would, or might, require shares to be allotted or Rights to be granted after that expiry and the directors may allot shares or grant Rights pursuant to any of those offers or agreements as if the authority had not expired.

The authority referred to in this resolution is in addition to all subsisting authorities conferred on the Board of Directors in accordance with s551 of the U.K. Companies Act 2006 (including without limitation the authority conferred by the passing of a resolution of the shareholders of the Company in September 2020) and the Board of Directors may allot shares or grant Rights pursuant to an offer made or agreement entered into by the Company before the expiry of the authority pursuant to which that offer was made or agreement entered into.

Special resolution

12. Subject to the passing of Proposal 11, to empower the directors generally pursuant to s570(1) of the U.K. Companies Act 2006 to allot equity securities (as defined in s560 of the U.K. Companies Act 2006) for cash pursuant to the general authority conferred on them by Resolution 11 as if s561(1) of the U.K. Companies Act 2006 did not apply to that allotment. This power:

(a) shall be limited to the allotment of equity securities up to an aggregate nominal amount of £820,100;

(b) expires (unless previously renewed, varied or revoked) on May 8, 2029 but the Company may make offers and enter into agreements before that expiry which would, or might, require equity securities to be allotted after that expiry and the directors may allot equity securities pursuant to any of those offers or agreements as if this power had not expired; and

(c) applies in relation to a sale of shares which is an allotment of equity securities by virtue of s560(3) of the U.K. Companies Act 2006 as if in the first paragraph of this resolution the words “pursuant to the general authority conferred on them by Resolution 11 were omitted.

For the purposes of this resolution, references to the allotment of equity securities shall be interpreted in accordance with s560 of the U.K. Companies Act 2006.

Proposals 1 through 11 will be proposed as ordinary resolutions under English law. Assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the AGM and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority (more than 50%) of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. Proposal 12 will be proposed as a special resolution. A special resolution is passed on a show of hands if it is approved by not less than 75% of the votes cast by shareholders present (in person or by proxy) at the Meeting and entitled to vote. On a poll, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The result of the shareholder votes on the ordinary resolutions in proposals 4, 5, 7, 8 and 10 regarding re-appointment of PricewaterhouseCoopers LLP, an English registered limited liability partnership, as our U.K. statutory auditors, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, receipt of our U.K. statutory annual accounts and reports for the year ended December 31, 2023, approval, on an advisory basis, of our U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023 and approval of the compensation of our named executive officers for the year ended December 31, 2023, are advisory in nature and as a result will not require our Board of Directors or any committee thereof to take any action. Our Board of Directors values the opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 4, 5, 7, 8 and 10.

Table of Contents

The results of any polls taken on the resolutions at the AGM and any other information required by the U.K. Companies Act 2006 will be made available on our website (www.compasspathways.com) as soon as reasonably practicable following the AGM and for the required period thereafter.



BY ORDER OF THE BOARD						Registered Office
/s/ Ben Harber						3rd Floor 1 Ashley Road Altrincham Cheshire WA14 2DT United Kingdom
Ben Harber Company Secretary April 8, 2024						No. 12696098

Notes

(a) Only those members registered in the register of members of the Company at 6:00 p.m. London time (1:00 p.m. Eastern Time) on May 7, 2024 will be entitled to attend and vote at the AGM in respect of the number of ordinary shares registered in their name at that time. If the AGM is adjourned, members entered on the register of members of the Company (not later than 6:00 pm (U.K. time) on the date which is two working days before the date of the adjourned AGM) shall be entitled to attend, speak and vote at the AGM in respect of the number of ordinary shares registered in their name at that time.

(b) A member entitled to attend, speak and vote at the AGM is entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote instead of him/her. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member. A proxy need not be a member, but must attend the AGM in person. If a member wishes his/her proxy to speak on his/her behalf at the AGM, he/she will need to appoint his/her own choice of proxy and give his/her instructions directly to them. Completion and return of a form of proxy (the “Ordinary Shareholder Proxy Form”) will not preclude a member from attending, speaking and voting at the AGM or any adjournment thereof in person. If a proxy is appointed and the member attends the AGM in person, the proxy appointment will automatically be terminated. The Ordinary Shareholder Proxy Form, used by holders of ordinary shares to vote, should be lodged with Neville Registrars Limited (“Neville”), the Company’s registrar, not later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on May 7, 2024. The attached proxy statement explains proxy voting and the matters to be voted on in more detail. Please read the proxy statement carefully. For specific information regarding the voting of your ordinary shares, please refer to the proxy statement under the section titled “General Information.”

(c) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares.

(d) In the case of joint holders, the vote of the senior holder who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Company’s relevant register or members for the certificated or uncertificated shares of the Company (as the case may be) in respect of the joint holding.

(e) Certificateless Registry for Electronic Share Transfer (“CREST”) members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournments of it by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their CREST sponsors or voting service providers, who will be able to take the appropriate action on their behalf.

For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear U.K. & International Limited’s specifications and must contain the information required for those instructions as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to the previously appointed proxy, must, to be valid, be transmitted so as to be received by the Company’s agent (ID: 7RA11) by 3:00 p.m. London time (10:00

Table of Contents

a.m. Eastern Time) on May 7, 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear U.K. & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed voting service providers, to procure that its CREST sponsors or voting service providers take) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(f) As of March 27, 2024 (being the latest practicable date before the circulation of this document and the record date for ADSs holders), the Company’s issued ordinary share capital consisted of 68,342,534 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as of that date were 68,342,534. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution, and if no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

(g) Under s527 of the U.K. Companies Act 2006, members meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with s437 of the U.K. Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with ss527 or 528 of the U.K. Companies Act 2006. Where the Company is required to place a statement on a website under s527 of the U.K. Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required, under s527 of the U.K. Companies Act 2006, to publish on a website.

(h) Except as set out in the notes to this Notice, any communication with the Company in relation to the AGM as it relates to the ordinary shareholders, including in relation to proxies, should be sent to Neville at their address of Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated.

(i) Copies of the service agreement for our executive director and of the letters of appointment for our non-executive directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) and at the place of the AGM for one hour before the Meeting and at the Meeting itself.

(j) Any ordinary shareholder attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Holders of Ordinary Shares

If you are a holder of ADSs, please ignore this section and refer instead to the section below titled “—Holders of American Depositary Shares.”

Table of Contents

If you are a holder of ordinary shares in the Company, please vote on the Resolutions by appointing a proxy. A form of the Ordinary Shareholder Proxy Form for use at the AGM is enclosed. You are encouraged to appoint the Chair of the AGM as your proxy.

You are advised to complete and return the Ordinary Shareholder Proxy Form in accordance with the instructions printed on it and so as to arrive at Neville Registrars at their address of Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD as soon as possible but in any event by no later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on Tuesday, May 7, 2024.

In order to attend and vote at the AGM as an ordinary shareholder, you must continue to be registered as a holder of ordinary shares in the Company’s register of members as of 6:00 p.m. London time (1:00 p.m. Eastern Time) on May 7, 2024.

Therefore, if you have sold or transferred your ordinary shares in the Company on or prior to May 7, 2024, your form of the Ordinary Shareholder Proxy Form can no longer be used and if submitted (whether before or after you have sold or transferred your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Ben Harber, Company Secretary, by telephone at +44 (0) 207 264 4366 or by email at Ben.Harber@shma.co.uk, to request a new form of the Ordinary Shareholder Proxy Form.

Should you elect to convert your holding of ordinary shares in the capital of the Company into an interest in the capital of the Company represented by ADSs before the AGM, you will cease to be a holder of ordinary shares in your own name and will not be entitled to vote at the AGM as an ordinary shareholder. You will also not be able to use the enclosed form of the Ordinary Shareholder Proxy Form. However, you may be able to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs, please refer to the next section titled “—Holders of American Depositary Shares.”

Holders of American Depositary Shares

In order to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs, you or your bank, broker or nominee must be a holder of ADSs in the ADS register at 5:00 p.m. Eastern Time on Wednesday, March 27, 2024 (the record date for ADS holders).

If you held ADSs through a bank, broker or nominee on March 27, 2024, this Proxy Statement, the ADS proxy card (the “ADS Proxy Card”) and related materials will be sent to that organization who should forward the materials to you. Please reach out to your bank, broker or nominee to provide your voting instructions.

Please note that ADS Proxy Cards submitted by ADS holders must be received by Citibank no later than 10:00 a.m. Eastern Time on Friday, May 3, 2024.

Contacts for ADS holders

If you have queries about how you can deliver voting instructions, please contact Citibank, N.A. ADR Shareholder Services by telephone: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank, N.A., Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077.

If at any point you require guidance, please contact Ben Harber, Company Secretary, by telephone at +44 (0) 207 264 4366 or by email at Ben.Harber@shma.co.uk.

Recommendation

You will find an explanatory note in relation to each of the Resolutions in the attached proxy statement. Our Board of Directors considers each Resolution to be in the best interests of the Company and its shareholders as a whole and as likely to promote the success of the Company. Accordingly, our Board of Directors unanimously recommends that you vote in favor of the Resolutions.

Table of Contents

TABLE OF CONTENTS


INFORMATION CONCERNING PROXY SOLICITATION AND VOTING												1
GENERAL INFORMATION												2
ELECTION OF DIRECTORS												9
PROPOSAL 1 —RE-ELECTION OF DAVID NORTON TO THE BOARD OF DIRECTORS												10
PROPOSAL 2 —RE-ELECTION OF WAYNE J. RILEY TO THE BOARD OF DIRECTORS												11
PROPOSAL 3 —RE-ELECTION OF DAPHNE KARYDAS TO THE BOARD OF DIRECTORS												12
PROPOSAL 4 —RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S U.K. STATUTORY AUDITORS												13
PROPOSAL 5 —RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM												14
PROPOSAL 6 —AUTHORIZATION OF THE AUDIT AND RISK COMMITTEE TO DETERMINE THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REMUNERATION												16
PROPOSAL 7 —RESOLUTION TO RECEIVE THE COMPANY’S U.K. STATUTORY ANNUAL ACCOUNTS AND REPORTS												17
PROPOSAL 8 —APPROVAL OF THE COMPANY’S U.K. STATUTORY DIRECTORS’ ANNUAL REPORT ON REMUNERATION												18
PROPOSAL 9 - APPROVAL OF OUR U.K. STATUTORY DIRECTORS' REMUNERATION POLICY												19
PROPOSAL 1 0 —ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION												20
PROPOSAL 1 1 - AUTHORIZATION OF ALLOTMENT OF SHARES												21
PROPOSAL 1 2 - DISAPPLICATION OF PRE-EMPTION RIGHTS												23
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE												25
DIRECTOR COMPENSATION												34
EXECUTIVE OFFICERS OF THE COMPANY												36
EXECUTIVE COMPENSATION												37
AUDIT AND RISK COMMITTEE REPORT												60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT												62
DELINQUENT SECTION 16(a) REPORTS												65
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PARTIES												66
DELIVERY OF PROXY MATERIALS												67
ADDITIONAL INFORMATION												68
ANNEX A - DIRECTORS’ REMUNERATION REPORT												A-1
FORM OF PROXY FOR ORDINARY SHAREHOLDERS												1

Table of Contents

COMPASS Pathways plc

3rd Floor

33 Broadwick Street

London W1F 0DQ

United Kingdom

Registered Company No. 12696098

PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON THURSDAY MAY 9, 2024

INFORMATION CONCERNING PROXY SOLICITATION AND VOTING

We have sent you this proxy statement (the “Proxy Statement”) and the enclosed form of the Ordinary Shareholder Proxy Form because the Board of Directors (the “Board” or the “Board of Directors”) of COMPASS Pathways plc (referred to herein as the “Company”, “we”, “us” or “our”) is soliciting your proxy to vote at our annual general meeting of shareholders (referred to herein as the “Meeting” or the “AGM”) to be held on Thursday, May 9, 2024, at 3:00 p.m. London time (10:00 a.m. Eastern Time), at Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX. Although it will not constitute attendance at the AGM, shareholders will be able to follow the business of the AGM on their computer, tablet or smart phone from their location of choice by accessing https://onlinexperiences.com/Launch/QReg/ShowUUID=2EEE51DD-B3EF-4C5F-864C-3B7A9F60CADA.

•This Proxy Statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in determining how to vote.

•The form of the Ordinary Shareholder Proxy Form is the means by which ordinary shareholders actually authorize another person to vote their shares in accordance with their instructions.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be covered by us.

We are mailing the Notice of 2024 AGM (the “Notice”), this Proxy Statement, and the form of the Ordinary Shareholder Proxy Form to our ordinary shareholders of record as of March 27, 2024 for the first time on or about April 12, 2024. In this mailing, we are also including our annual report, which includes our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (“2023 Annual Report”). In addition, we have provided brokers, dealers, bankers, and their nominees, at our expense, with additional copies of our proxy materials and the 2023 Annual Report so that our record holders can supply these materials to the beneficial owners of our ordinary shares.

While this document is being sent to our ordinary shareholders of record, this document will also be sent to holders of American Depositary Shares (“ADSs”) and contains information relevant to holders of ADSs.

Important Notice Regarding the Availability of Proxy Materials for the AGM to be held on May 9, 2024

The Notice, this Proxy Statement, the 2023 Annual Report and the form of the Ordinary Shareholder Proxy Form are available in the Investors section of our website at ir.compasspathways.com.

Table of Contents

GENERAL INFORMATION

Why am I receiving these materials?

Ordinary Shareholders

We have sent you this Proxy Statement, the enclosed form of the Ordinary Shareholder Proxy Form and related materials because you are an ordinary shareholder of record and our Board is soliciting your proxy to vote at the Meeting, including at any adjournments or postponements of the Meeting. You do not need to attend the Meeting to vote your shares. Instead, please simply complete, sign and return the enclosed form of the Ordinary Shareholder Proxy Form. The duly completed Ordinary Shareholder Proxy Form must be lodged with our registrar, Neville Registrars Limited (“Neville”), by no later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on Tuesday, May 7, 2024.

CREST members may appoint a proxy by using the CREST electronic proxy appointment service. CREST members who wish to appoint a proxy or give an instruction through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual.

You are encouraged to appoint the Chair of the Meeting as your proxy.

Materials for ordinary shareholders will be mailed on or about April 12, 2024 to all ordinary shareholders as of the record date that are entitled to vote at the Meeting.

ADS Holders

This Proxy Statement, the ADS Proxy Card, our 2023 Annual Report and related materials for ADS holders will be mailed on or about April 12, 2024 to all ADS holders, including banks, brokers and nominees, who are holders of ADSs at 5:00 p.m. Eastern Time on March 27, 2024 (the record date for ADS holders).

The duly completed ADS Proxy Cards submitted by ADS holders of record must be received by Citibank, N.A. (“Citibank”) no later than 10:00 a.m. Eastern Time on Friday, May 3, 2024.

Who can vote?

Ordinary Shareholders

Only ordinary shareholders of record registered in the register of members at 6:00 p.m. London time (1:00 p.m. Eastern Time) on May 7, 2024 will be entitled to vote at the Meeting. The holders of ordinary shares are entitled to one vote per share on all matters that are subject to a shareholder vote.

As of March 27, 2024 (being the latest practicable date before the circulation of this document and the record date for ADSs holders) there were 68,342,534 ordinary shares issued and outstanding and entitled to vote.

Whether or not you plan to attend the Meeting, we urge you to fill out and return the enclosed form of the Ordinary Shareholder Proxy Form to ensure your vote is counted. All proxies, however submitted, must be lodged with Neville by no later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on May 7, 2024 for holders of ordinary shares.

You are encouraged to appoint the Chair of the Meeting as your proxy.

If you have sold or transferred your ordinary shares in the Company on or prior to May 7, 2024, your form of the Ordinary Shareholder Proxy Form can no longer be used and if submitted (whether before or after you have sold or transferred your ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Ben Harber, Company Secretary, by telephone at +44 (0) 207 264 4366 or by email at Ben.Harber@shma.co.uk to request a new form of the Ordinary Shareholder Proxy Form.

Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent

If, on March 27, 2024, your ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of ordinary shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. You are encouraged to provide voting instructions to your broker, bank or nominee so that they may submit a proxy.

Table of Contents

ADS Holders

You are entitled to exercise your vote as a holder of an interest in the capital of the Company represented by ADSs if you or your brokerage firm, bank or nominee is a holder of ADSs as of 5:00 p.m. Eastern Time on Wednesday, March 27, 2024 (the record date for ADS holders).

If you hold ADSs through a brokerage firm, bank or nominee as of the record date, the materials for ADS holders, including the ADS Proxy Card, will be sent to that organization. The organization holding your account is considered the ADS holder of record. Please reach out to that organization to provide your voting instructions and follow the instructions on the voting instructions provided to you by such broker, bank or nominee by its deadline.

Please note that ADS Proxy Cards submitted by ADS holders must be received by Citibank no later than 10:00 a.m. Eastern Time on Friday, May 3, 2024.

Citibank will collate all votes properly submitted by ADS holders and submit a vote on behalf of all ADS holders to Neville.

Contacts for ADS holders

If you have queries about how you can deliver voting instructions, please contact Citibank. ADR Shareholder Services by telephone: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank, N.A. Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077.

If at any point you require guidance, please contact Ben Harber, Company Secretary, by telephone at +44 (0) 207 264 4366 or by email at Ben.Harber@shma.co.uk.

What is the difference between an ordinary shareholder of record and a beneficial owner?

These terms describe how your ordinary shares are held. If your ordinary shares are registered directly in our register of members maintained by Neville, our registrar, you are a shareholder of record and the proxy materials are being sent directly, or otherwise being made available, to you. If your ordinary shares are held in the name of a broker, bank, or other nominee, you are a beneficial owner of the shares held by your broker, bank or other nominee and the proxy materials should be made available or forwarded to you by your broker, bank, or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your ordinary shares by following the instructions on the voting instructions provided to you by such broker, bank or other nominee.

What are the requirements to elect the directors and approve each of the proposals?

You may cast your vote for or against proposals 1 through 13 or abstain from voting your shares on one or more of these proposals.

Table of Contents

opinions of our shareholders as expressed through such votes and will carefully consider the outcome of the votes on proposals 4, 5, 7, 8 and 10.

What are the voting recommendations of our Board regarding the election of directors and other proposals?

The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.

Proposal

Description of Proposal

Board’s
Recommendation

Re-election of David Norton to the Board of Directors

FOR

Re-election of Wayne J. Riley to the Board of Directors

FOR

Re-election of Daphne Karydas to the Board of Directors

FOR

Re-appointment of PricewaterhouseCoopers LLP, an English limited liability partnership, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders

FOR

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024

FOR

Authorization for the Audit and Risk Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2024

FOR

Receipt of the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2023 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2023

FOR

Receipt and approval on an advisory basis of the Company’s U.K. statutory directors’ annual report on remuneration for the year ended December 31, 2023, which is set forth in Annex A

FOR

Approval of our U.K. directors’ remuneration policy, which, if approved, will take effect upon the conclusion of the Meeting, which is set forth as Part I of Annex A

FOR

10.

Advisory vote on the compensation of the Company’s named executive officers for the year ended December 31, 2023 on an advisory basis, which is set forth in this proxy statement

FOR

11.

Authorization for the Board of Directors to allot shares or to grant rights to subscribe for or convert any security into shares up to a maximum aggregate nominal amount of £820,100

FOR

12.

Empowering the Board of Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £820,100 pursuant to the authorization in Proposal No. 11 as if U.K. statutory pre-emption rights did not apply.

FOR

What constitutes a quorum?

In accordance with our current Articles of Association, a quorum will be present if one or more shareholders of the Company (or their proxy or corporate representative) holding at least 331⁄3 percent in number of the issued shares (excluding any shares held as treasury shares) entitled to attend and vote on the business to be transacted at the Meeting is present. There were 68,342,534 issued ordinary shares as of the record date for ADS holders, and therefore 22,780,845 ordinary shares will be required to be in attendance for there to be a quorum.

If you are an ordinary shareholder of record, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. If you are a beneficial owner of ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker, bank or nominee submits a proxy for those shares and the proxy represents the holder at the Meeting. If you are an ADS holder you will not count towards the quorum of the Meeting. An ordinary shareholder, including

Table of Contents

Citibank, represented by a proxy at the Meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of the Ordinary Shareholder Proxy Form does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting, but the member represented by that proxy at the Meeting will be counted towards the quorum requirement.

If there is no quorum present within 15 minutes (or such longer interval as the Chair of the Meeting in his or her absolute discretion thinks fit), the Meeting will stand adjourned to such time, date and place as may be fixed by the Chair of the Meeting (being not less than 10 clear days later). Under our current Articles of Association, if a quorum is not present at the adjourned meeting within 15 minutes (or such longer interval as the Chair of the Meeting in his or her absolute discretion thinks fit) from the time appointed for holding the Meeting, the Meeting shall be dissolved.

How do I vote my shares?

Ordinary Shareholders

If you are an ordinary shareholder of record, you may appoint a proxy to vote on your behalf by completing and signing the form of the Ordinary Shareholder Proxy Form and returning it in the envelope provided. If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you should follow the directions provided by your broker, bank or other nominee. All proxies, however submitted, must be lodged with our registrar, Neville, by no later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on May 7, 2024 for holders of ordinary shares.

ADS Holders

If you are a holder of ADSs, you may exercise your right to vote by completing and submitting the ADS Proxy Card which will be sent to you by Citibank. If your ADSs are held in an account at a brokerage firm, bank or similar organization, you should follow the directions provided by your broker, bank or other nominee. All ADS Proxy Cards, however submitted, must be received by Citibank no later than 10:00 a.m. Eastern Time on May 3, 2024.

Citibank will collate all votes properly submitted by ADS holders and submit a vote to the Company on behalf of all ADS holders.

What is the role of Citibank?

Citibank, as depositary of our ADS program, issues and delivers ADSs representing ordinary shares that have been deposited with Citibank as depositary. We are requesting that Citibank, which holds the ordinary shares underlying the ADSs, seek ADS holders’ instructions as to voting for the AGM. As a result, ADS holders as of the applicable ADS record date may instruct Citibank to vote the ordinary shares underlying their ADSs on their behalf.

Because we have asked Citibank as depositary to seek the voting instructions of ADS holders, Citibank will notify ADS holders of the upcoming vote and arrange to deliver the proxy materials to them. Citibank will then try to vote the ordinary shares as each ADS holder instructs. Citibank does not vote or attempt to exercise the right to vote other than in accordance with the instructions of the ADS holders. We cannot guarantee that ADS holders will receive this proxy statement and the other proxy materials from Citibank in time to permit them to instruct the depositary to vote the shares represented by their ADSs. ADS holders may only exercise their right to directly vote the ordinary shares underlying their ADSs by exchanging their ADSs for the corresponding ordinary shares. However, even though we are subject to U.S. domestic issuer proxy rules and notice of our shareholder meetings are publicly disclosed in our filings with the SEC, ADS holders may not know about the meetings early enough to exchange their ADSs for ordinary shares. To exchange ADSs for underlying ordinary shares, holders of ADSs must present the ADSs to the depositary for cancellation with instructions for the delivery of the underlying shares and payment of applicable fees and taxes.

Citibank is the holder of record for all ordinary shares which underly ADSs. ADS holders are not required to be treated as holders of ordinary shares and do not have the rights of direct holders of our ordinary shares.

How will my shares be voted if I do not specify how they should be voted?

If you sign and send your form of the Ordinary Shareholder Proxy Form or the ADS Proxy Card, but do not indicate how you want your shares to be voted, a proxy may vote or abstain from voting at his or her discretion. We expect,

Table of Contents

if a member of our management team or Board is appointed as a proxy, that he or she will vote in favor of each of the proposals.

Under the terms of the deposit agreement governing our ADSs, subject to certain exceptions, if Citibank does not receive voting instructions from an ADS holder before the applicable deadline, the ADS holder shall be deemed to have instructed Citibank to give a discretionary proxy to a person designated by the Company to vote the ADSs. If Citibank timely receives voting instructions from an ADS holder which fail to specify the manner in which Citibank is to vote the ADSs, Citibank will deem such ADS holder to have instructed Citibank to vote in favor of the items set forth in such voting instructions.

If you are a beneficial owner of shares or ADSs and your broker, bank or nominee does not receive instructions from you about how your shares are to be voted, such broker, bank or nominee may be permitted to vote your shares on your behalf, depending on the rules applicable to such broker, bank or nominee and the type of proposal. Under rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules, but they do not have discretionary power to vote your shares on “non-routine” matters.

A “broker non-vote” refers to a share represented at the Meeting held by a broker, bank or other securities intermediary, as to which instructions have not been received from the beneficial owner or person entitled to vote such shares and with respect to which, on one or more, but not all matters, the broker, bank or other securities intermediary does not have discretionary voting power to vote such share because such matter is considered “non-routine” under New York Stock Exchange rules.

We encourage you to submit your proxy with instructions and exercise your right to vote as a shareholder.

Can I change my vote or revoke a proxy?

An ordinary shareholder of record can revoke his or her proxy in several ways by:

(1) mailing a revised form of the Ordinary Shareholder Proxy Form dated later than the prior Ordinary Shareholder Proxy Form. The revised Ordinary Shareholder Proxy Form must be lodged with our registrar, Neville, by no later than 3:00 p.m. London time (10:00 a.m. Eastern Time) on May 7, 2024;

(2) notifying our Company Secretary in writing that you are revoking your proxy. Your revocation must be received at our registered office before the Meeting to be effective; or

(3) entering a new vote during the Meeting.

If your ordinary shares are held in an account at a brokerage firm, bank or similar organization, you may change or revoke your voting instructions by contacting the broker, bank or other nominee holding the shares or by your broker, bank or other nominee validly appointing you as proxy to attend the Meeting. See also “—What if I plan to attend the Meeting?”

If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the instructions provided by Citibank, N.A. or such broker, bank or other nominee if you wish to change your vote. The last instructions you submit prior to the deadline indicated by Citibank, N.A. or the broker, bank or other nominee, as applicable, will be used to instruct Citibank how to vote your ADSs.

You have a power of attorney from an ordinary shareholder – how can you vote?

If you have been appointed as an attorney to act on behalf of an ordinary shareholder, you can vote using the paper proxy form only. You must ensure that the valid power of attorney and the proxy form have been deposited with Neville by no later than by 3:00 pm London time (10:00 am Eastern Time) on May 7, 2024.

Who counts the votes?

Neville has been engaged as our independent agent to tabulate shareholder votes. If you are an ordinary shareholder of record, you can return your executed form of the Ordinary Shareholder Proxy Form to Neville for tabulation (see

Table of Contents

instructions on the Ordinary Shareholder Proxy Form). If you hold your ordinary shares through a broker, bank or similar organization, you should contact that organization in order to vote your ordinary shares.

If you are a registered holder of ADSs, you can return your executed ADS Proxy Card to Citibank for tabulation. If you hold your ADSs through a broker, bank or other organization, you should contact that organization in order to vote your ADS position.

How are votes counted?

Votes will be counted by Neville, our registrar, who will separately count “for,” “against” and “abstain” votes.

An abstain vote is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. An “abstain” vote is considered present and entitled to vote at the Meeting.

How many votes do I have?

On a show of hands, each ordinary shareholder of record present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more shareholders has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each shareholder present in person or by proxy or, in the case of a corporation, by a duly authorized representative has one vote for each share held by the ordinary shareholder.

What if I plan to attend the Annual Meeting?

Ordinary shareholders can attend the Meeting, but attendance will be limited to ordinary shareholders of record as of 6:00 p.m. London time (1:00 p.m. Eastern Time) on May 7, 2024. ADS holders are also welcome to attend the Meeting, but attendance will be limited to ADS holders of record as of 5:00 p.m. Eastern Time on March 27, 2024. In order to obtain admittance to the Meeting each ordinary shareholder or ADS holder may be asked to present valid picture identification, such as a driver’s license or passport. If your ordinary shares or ADSs are held through brokerage accounts or by a bank or other nominee you may be able to attend at the discretion of the Chair.

Directions to our Meeting, which is to be held at Goodwin Procter (UK) LLP, Sancroft, Paternoster Square, London, EC4 7DX, can be obtained by sending an email to AGM@compasspathways.com.

If you are an ADS holder, please note that while you are welcome to attend the Meeting, you will not be able to cast votes at the Meeting. In order to vote your ADSs, you should complete and submit the ADS Proxy Card in accordance with the instructions set out above.

How do you solicit proxies?

In addition to these proxy materials, our directors, officers, employees and our proxy solicitor, MacKenzie Partners, Inc., may also solicit proxies. No additional compensation for soliciting proxies will be paid to our directors, officers or other employees for their proxy solicitation efforts. The estimated fees anticipated to be paid to MacKenzie Partners, Inc. are approximately $25,000 and those costs will be borne by us (in addition to our paying the cost of mailing proxy materials). We have agreed to customary indemnification obligations with regard to MacKenzie’s solicitation of votes. The initial solicitation of proxies may be supplemented by additional mail communications and by telephone, fax, e-mail, internet and personal solicitation. We will also reimburse Citibank for their expenses in sending materials, including ADS Proxy Cards, to ADS holders of record.

What do I do if I receive more than one proxy form or set of proxy materials?

If you hold your ordinary shares in more than one account, you will receive a form of the Ordinary Shareholder Proxy Form and related proxy materials for each account. If you hold ADSs in more than one account, you will receive an ADS Proxy and related proxy materials for each account. To ensure that all of your shares are voted, please sign, date and return all forms of proxy. Please be sure to vote all of your shares.

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the proxy materials is being delivered to multiple shareholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of any of these documents to you if you write to Neville at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD, email Neville at

Table of Contents

info@nevilleregistrars.co.uk, or call Neville at +44 (0) 121 585 1131. If you want to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact Neville at the above address, email, or telephone number.

Will there be any other business conducted at the Meeting?

No. We have not been notified of, and our Board is not aware of, any other matters to be presented for action at the Meeting. In accordance with our Articles of Association, no matters other than proposals 1 through 13 may be presented at this Meeting.

What is Neville’s and Citibank’s role?

Neville is our registrar. All communications concerning ordinary shareholder of record accounts, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Neville by telephone at +44 (0) 121 585 1131 or by writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD.

Citibank serves as our ADS depositary bank. Communications concerning Registered ADS holder positions can be handled by contacting Citibank, N.A. ADR Shareholder Services by telephone: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank, N.A. Shareholder Services, P.O. Box 43077, Providence, RI 02940-3077.

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

Voting results will be announced by the filing of a Current Report on Form 8-K with Securities and Exchange Commission (the “SEC”) that we expect to file within four business days following the Meeting. If final voting results are unavailable at that time, we intend to file a Form 8-K to publish preliminary results and will file an amended current report on Form 8-K within four business days of the day the final results are available. In addition, we are required to publish the number of votes cast in favor and against the proposals, along with additional information, on our website.

How can I submit questions to be answered at the Meeting?

Ordinary shareholders and ADS holders are invited to submit their questions relating to the matters presented at the AGM in advance by sending an email to AGM@compasspathways.com by 1:30 pm U.K. time (8:30 am Eastern Time) on May 6, 2024.

We would like to respond to as many shareholders’ questions as possible and therefore we will answer questions during the Meeting in a way that aims to best recognize the interests of all shareholders. To assist with this, we ask that you help us to facilitate access from as many shareholders as possible by limiting the number of questions and keeping your questions succinct, focused on and relevant to the business of the Meeting. In the interests of transparency for all shareholders, responses to questions not able to be addressed during the Meeting will be available on our website as soon as practicable following the Meeting. We will not provide an answer to a question if: (i) to do so would involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Table of Contents

ELECTION OF DIRECTORS

Our Board currently consists of eight members. In accordance with the terms of our Articles of Association, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•the Class I directors are David Norton and Wayne Riley and their terms will expire at the Meeting;

•the Class II directors are Thomas Lönngren, Robert McQuade and Kabir Nath, and their terms will expire at the annual general meeting to be held in 2025; and

•the Class III directors are Annalisa Jenkins, Daphne Karydas and Linda McGoldrick, and their terms will expire at the annual general meeting to be held in 2026.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual general meeting in the year in which their term expires.

Our Board has nominated David Norton and Wayne Riley for re-election as the Class I directors at the Meeting and Daphne Karydas for re-election as a Class III director at the Meeting. In September 2023, upon the recommendation of the nominating and corporate governance committee, Ms. Karydas was appointed to join the Board and appointed as a member of the audit and risk committee. If re-elected at this Meeting, Ms. Karydas' term will expire at the annual general meeting to be held in 2026. Each of the nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board

In connection with proposals 1, 2, 3 and 4, we set forth the biographical information for the nominees to our Board. For biographical information for the other directors see the section titled “Board and Corporate Governance” in this Proxy Statement.

Table of Contents

PROPOSAL 1—RE-ELECTION OF DAVID NORTON TO THE BOARD OF DIRECTORS

David Norton is currently a member of our Board and serves as our Chair of the Board, on an interim basis. Prior to assuming the role of Chair, on an interim basis, Mr. Norton served as our lead independent director. Mr. Norton has been nominated for re-election as a director. If elected, he will hold office from the date of his election until the 2027 annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Mr. Norton has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

David Norton has served as a member of our Board since May 2018. Until his retirement in September 2011, Mr. Norton was Company Group Chairman, Global Pharmaceuticals for Johnson & Johnson, a public healthcare company. Mr. Norton began his Johnson & Johnson career in 1979 and held a number of positions at the company, including Company Group Chairman, Worldwide Commercial and Operations for the CNS, Internal Medicine franchise from 2006 to 2009, Company Group Chairman for the pharmaceutical businesses in Europe, the Middle East and Africa from 2004 to 2006, and Company Group Chairman for the pharmaceutical businesses in North America from 2003 to 2004. Mr. Norton currently serves on the board of directors of Forepont Capital, LLC, and the Global Alliance for TB Drug Development (now known as TB Alliance). Previously during the past five years, Mr. Norton served on the board of directors of Mallinckrodt, PLC (NYSE American: MNK) and Vivus, Inc. Mr. Norton is a graduate of Control Data Institute, Australia and the College of Distributive Trades, United Kingdom. We believe that Mr. Norton is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive global pharmaceutical experience.

REQUIRED VOTE

Mr. Norton shall be elected as director to serve until the 2027 annual general meeting or until his successor has been duly elected and qualified if the proposal to re-elect Mr. Norton as a director of the Company receives the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by proxy at the Meeting. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board unanimously recommends that the shareholders vote “FOR” the re-election of David Norton to our Board of Directors.

Table of Contents

PROPOSAL 2—RE-ELECTION OF WAYNE J. RILEY TO THE BOARD OF DIRECTORS

Wayne J. Riley is currently a member of our Board and has been nominated for re-election as a director. If elected, he will hold office from the date of his election until the 2027 annual general meeting of shareholders where he must retire by rotation and offer himself for re-election, or until his earlier death, resignation or removal. Dr. Riley has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.

Wayne J Riley, M.D., MPH, M.B.A. has served as a member of our Board since March 2021. Dr. Riley serves as the President of the State University of New York (SUNY) Downstate Health Sciences University, Brooklyn, NY, USA where he holds tenured professorships in internal medicine, and health policy and management and has served since January 2017. Prior to this, Dr. Riley served as a clinical professor of medicine and adjunct professor of health policy at Vanderbilt University from July 2007 until June 2017, and as President and Chief Executive Officer of Meharry Medical College from January 2007 until July 2013. In addition, Dr. Riley currently serves as an elected member of the U.S. National Academy of Medicine, a Commissioner of the U.S. Medicare Payment Advisory Commission, Chair of the Board of the New York Academy of Medicine, President of the Society of Medical Administrators, an organization of leading North American physician executives, and a President Emeritus of the American College of Physicians. Dr. Riley is also a member of the board of directors of HCA Healthcare Inc. (NYSE: HCA), where he serves as Chair of the Patient Safety & Quality Committee and a member of the Audit & Compliance and Nominating & Corporate Governance Committees and a member of the board of directors of HeartFlow, Inc. He also previously served as a Director of Vertex Pharmaceuticals Inc. (Nasdaq: VRTX). Dr. Riley holds a BA from Yale University, Masters in Public Health from the Tulane University School of Public Health and Tropical Medicine, M.D. from the Morehouse School of Medicine, and MBA from Rice University. We believe that Dr. Riley is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive medical and health policy experience.

REQUIRED VOTE

Dr. Riley shall be elected as director to serve until the 2027 annual general meeting or until his successor has been duly elected and qualified if the proposal to re-elect Dr. Riley as a director of the Company receives the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by proxy at the Meeting. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board unanimously recommends that the shareholders vote “FOR” the re-election of Wayne J. Riley to our Board of Directors.

Table of Contents

PROPOSAL 3—RE-ELECTION OF DAPHNE KARYDAS TO THE BOARD OF DIRECTORS

Daphne Karydas is currently a member of our Board and has been nominated for re-election as a director. If elected, she will hold office from the date of her election until the 2026 annual general meeting of shareholders where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation or removal. Ms. Karydas has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.

Daphne Karydas has served as a member of our Board and as a member of our audit and risk committee since September 2023. Ms. Karydas is President and Chief Financial Officer of Flare Therapeutics Inc., a privately-held, biotechnology company targeting transcription factors to discover precision medicines for cancer and other diseases, which Ms. Karydas joined in October 2021. Prior to joining Flare Therapeutics, from July 2020 until October 2021, Ms. Karydas served as Chief Financial Officer and Treasurer of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX). Previously, Ms. Karydas served in financial and strategy roles at Allergan plc, a publicly traded global pharmaceutical leader, from April 2017 until its acquisition by AbbVie Inc. (NYSE: ABBV) in May 2020, most recently serving as Senior Vice President, Corporate Financial Planning & Analysis and Strategy of Allergan. Ms. Karydas currently serves on the board of directors and as chair of the audit committee for Mineralys Therapeutics, Inc. (Nasdaq: MLYS). Ms. Karydas previously served on the board of directors of LogicBio Therapeutics, Inc., a publicly-traded clinical-stage genomic medicine company that was acquired by the rare disease business group within AstraZeneca (Nasdaq: AZN) and Eucrates Biomedical Acquisition Corp., special purpose acquisition company. Ms. Karydas received a B.S. and M.S. from Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. We believe that Ms. Karydas is qualified to serve on our Board because of her financial, strategic, investor relations, and executive experience and her experience in the life sciences industry.

REQUIRED VOTE

Ms. Karydas shall be elected as director to serve until the 2026 annual general meeting or until her successor has been duly elected and qualified if the proposal to re-elect Ms. Karydas as a director of the Company receives the affirmative vote of more than 50% of the holders of shares entitled to vote and who are present or represented by proxy at the Meeting. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board unanimously recommends that the shareholders vote “FOR” the re-election of Daphne Karydas to our Board of Directors.

Table of Contents

PROPOSAL 4—RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AN ENGLISH LIMITED LIABILITY PARTNERSHIP, AS U.K. STATUTORY AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS

At each meeting at which the accounts are laid before shareholders, the Company is required to appoint U.K. statutory auditors to serve until the next such meeting. Proposal 4 seeks your approval of the re-appointment of PricewaterhouseCoopers LLP, an English limited liability partnership (“PwC”), to serve as our U.K. statutory auditor, to hold office until the conclusion of the 2025 annual general meeting of shareholders. In the event this proposal does not receive the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by proxy at the Meeting, the Board may appoint an auditor to fill the vacancy. If the re-appointment of PwC is approved, the Audit and Risk Committee, at its discretion, may nonetheless direct the appointment of a different U.K. statutory auditor at any time it decides that such a change would be in the best interest of the Company and its shareholders.

REQUIRED VOTE

The re-appointment of PwC requires the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by proxy at the Meeting. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board unanimously recommends that the shareholders vote “FOR” the re-appointment of PricewaterhouseCoopers LLP as our U.K. statutory auditors, to hold office until the conclusion of the 2025 annual general meeting of the shareholders.

Table of Contents

PROPOSAL 5—RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024

Proposal 6 seeks your ratification of the appointment of PwC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Company’s organizational documents do not require that the shareholders ratify the selection of PwC as the Company’s independent registered public accounting firm, and shareholder ratification is not binding on the Company, the Board or the Audit and Risk Committee. The Company requests such ratification, however, as a matter of good corporate practice. Our Board, including our Audit and Risk Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the ratification of the selection of PwC as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and evaluate what actions may be appropriate to address those concerns, although the Audit and Risk Committee, in its discretion, may still retain PwC.

PwC has indicated its willingness to act as the Company’s auditors. A representative of PwC is not expected to be present at the Meeting.

FEES FOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The table below sets forth a summary of the fees billed to the Company by PwC for professional services rendered during the fiscal years ended December 31, 2023 and 2022, respectively. All such services and fees were pre-approved by the Audit and Risk Committee, which concluded that the provision of such services was compatible with the maintenance of each firm’s independence in the conduct of its auditing functions.


Fees	December 31, 2023 ($'000)	December 31, 2022 ($'000)
Audit Fees(1)	543	500
Audit-related fees(2)	197	199
Tax fees(3)	—	—
All Other Fees(4)	587	433
Total	1,327	1,132

(1) “Audit Fees” consist of fees billed for the audit of our annual consolidated financial statements and statutory accounts.

(2) “Audit-related” fees consist of fees in connection with the review of our interim consolidated financial statements.

(3) “Tax Fees” consist of fees billed for tax planning advice in respect of intercompany arrangements and structuring in connection with both our initial public offering (“IPO”) and ongoing operations.

(4) “All Other Fees” consist of non-audit fees paid to PwC for advisory services in relation to fundraising and registration statements filed with the SEC.

The Audit and Risk Committee has determined that the rendering of non-audit services by PwC is compatible with maintaining the principal accountant’s independence.

Pre-Approval Procedures

The Audit and Risk Committee pre-approves all audit and permissible non-audit services provided by the independent registered certified public accounting firm unless an exception to such pre-approval exists under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules of the SEC. These services may include audit services, audit-related services, tax services and other services. Our Audit and Risk Committee has pre-approved all services performed by the independent registered public accounting firm since the pre-approval policy was adopted prior to our initial public offering.

REQUIRED VOTE

The ratification of the selection of PwC as our independent registered public accounting firm requires the affirmative vote of more than 50% of the holders of the shares entitled to vote and who are present or represented by

Table of Contents

proxy at the Meeting. This vote is advisory and non-binding. Abstentions and broker non-votes, if any, are not counted in the calculation of votes for or against this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board unanimously recommends that the shareholders vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Table of Contents

PROPOSAL 6—AUTHORIZATION FOR THE AUDIT AND RISK COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024

SEC Form DEF 14A filed by COMPASS Pathways Plc