Annual Report 2023

Annual Report 2023

Named Executive Officer Remuneration

This chapter contains a detailed overview of the remuneration paid for the year 2023 to the following NEOs: the CEO, the CFO and the COO. Of these NEOs, only the CEO is a statutory director of argenx. The remuneration of the NEOs in 2023 consisted of base salary, variable cash remuneration, company equity and benefits.

Executive Remuneration Policy

The majority of executive compensation is provided in the form of variable remuneration, which is a combination of performance dependent (short term cash incentives, stock options) and service dependent (RSUs) compensation. Variable (short term) compensation allows the Board of Directors to set challenging annual objectives aligning the priorities of the NEOs with the short term strategic objectives of the Company. Company equity in the form of stock options provides an incentive to the NEOs to contribute to Company (stock price) value increase over the long term (3 years) vesting period of the stock options. Company equity in the form of restricted stock units also provides an incentive for value creation over the long term (4 years) vesting period of the restricted stock units. The combination of variable pay, stock options and RSUs ensures a balanced incentive for short term focus on and performance of near term strategic targets, while contributing to sustainable long term value creation and ensuring long term commitment (retention) of the executive. In addition, the Company provides market standard severance arrangements and pension and fringe benefits, including a corporate bonus of maximally €3,948 ($4,266) in accordance with Belgian practice. Moreover, in accordance with the DCGC, when determining the remuneration package of the executives, scenario analyses are performed annually and taken into account in setting the total remuneration levels and target and maximum awards under the short and long term incentive plans.

Total executive remuneration

The following table sets forth the total value of the remuneration paid to the NEOs for the last 3 years:

(in $)

 

Base salary1)

 

Base salary in % change vs the prior year1)

 

Sign on bonus

 

Cor­porate bonus

 

Variable short term incentive

 

Variable cash as % of maximum opportunity

 

Compen­sation in the form of stock options2)

 

Compen­sation in the form of RSUs

 

Other benefits3)

 

% fixed (of total)4)

 

Total

CEO – Tim Van Hauwermeiren

2023

 

655,787

 

0%

 

–

 

–

 

590,215

 

60%

 

8,084,6055)

 

2,575,174

 

39,054

 

6%

 

11,944,835

2022

 

638,901

 

10%

 

–

 

–

 

766,682

 

60%

 

4,174,684

 

2,159,689

 

38,342

 

9%

 

7,778,298

2021

 

651,986

 

5%

 

–

 

1,186

 

586,787

 

60%

 

3,895,370

 

2,084,509

 

45,177

 

10%

 

7,265,014

CFO – Karl Gubitz

2023

 

516,043

 

6%

 

–

 

3,556

 

260,866

 

40%

 

2,626,062

 

1,287,587

 

62,798

 

12%

 

4,756,913

2022

 

487,600

 

79%

 

–

 

3,745

 

243,800

 

40%

 

2,623,633

 

1,356,048

 

91,203

 

12%

 

4,806,030

2021

 

271,646

 

N/A6)

 

–

 

2,235

 

108,659

 

40%

 

3,181,721

 

1,629,272

 

31,809

 

6%

 

5,225,342

COO – Karen Massey7)

2023

 

481,471

 

N/A

 

338,0008)

 

2,921

 

467,662

 

50%

 

3,939,093

 

2,296,517

 

127,393

 

8%

 

7,653,057

COO – Keith Woods9)

2023

 

305,022

 

-48%

 

–

 

–

 

–

 

–

 

–

 

–

 

46,034

 

100%

 

351,056

2022

 

583,774

 

5%

 

–

 

3,745

 

583,774

 

50%

 

2,601,982

 

1,364,014

 

205,032

 

15%

 

5,342,321

2021

 

555,975

 

5%

 

–

 

4,095

 

347,484

 

50%

 

2,430,402

 

1,316,532

 

116,041

 

14%

 

4,770,529

1)

The base salary of the CEO is paid in EUR (for 2023 base salary exchange rate 1.0815 EUR/$ used in this table), the base salary of the COO is paid in CHF (for 2023 base salary exchange rate of 1.1135 EUR/CHF used in this table). The percentage presenting the change in salary is calculated using the currency of payment.

2)

Amounts shown represent the expenses with respect to stock options measured using the Black Scholes formula. For a description of the assumptions used in valuing these awards, see note 13 “Share-based payments” to the consolidated financial statements.

3)

Other benefits consists of the lease of a company car, employer-paid medical insurance premiums, pension contributions, social security costs and other allowances.

4)

Fixed compensation is considered as Base salary and Other benefits.

5)

Target pay level set in number of options and RSUs as part of benchmark performed in September of the prior year (target value $6,986,986, grant occurred on the first business day of July 2023. Share price increase between setting the grant using argenx’s 30-day average stock price of $366.58 as of July 22, 2022 and the share price of $389.73 at the date of grant) explains variation between target compensation level and the final calculation displayed in the table above. These amounts do not reflect the actual economic value realized by the beneficiary. Amounts shown represent the expenses with respect to the Stock Options awards granted in 2023 measured using the Black Scholes formula with unobservable assumptions. The assumptions used in the fair valuation differ between Belgian beneficiary versus non-Belgian beneficiary. The fair value of equity granted to Belgian beneficiaries was higher than that of non-Belgian beneficiaries resulting in Mr. Van Hauwermeiren’s stock based compensation expense to be higher than other beneficiaries. For a description of the assumptions used in valuing these awards, see note 13 “Share-based payments” to the consolidated financial statements. Further, see subsection equity to section “Named Executive Officer Remuneration”.

6)

Karl Gubitz joined as CFO in June 2021, and consequently no comparison for base salary 2021 to 2020 is possible, as well as comparison for base salary 2022 to 2021 being distorted.

7)

Karen Massey joined as COO in March 2023, and consequently no comparisons to 2022 and before were possible, and Ms. Massey’s remuneration shows the remuneration paid for the period March 13, 2023 through December 31, 2023. Her variable pay pay-out has been pro-rated to reflect this as well.

8)

In 2023, the Company paid a sign-on bonus to Karen Massey to allow the Company to make an overall competitive offer of employment and in recognition of lost corporate benefits as a result of early departure at Ms. Massey’s previous employer. Ensuring a competitive offer in this way and securing Ms. Massey as the Company’s new COO was deemed by the Board of Directors to be in the best interest of the Company and its stakeholders.

9)

Keith Woods resigned as COO March 2023 and his employment relationship ended on June 30, 2023 and consequently the remuneration numbers show his remuneration for the period January 1, 2023 through June 30, 2023. No equity award or variable pay was paid to Mr. Woods in the year ended December 31, 2023.

(in $)

 

Base salary1)

 

Base salary in % change vs the prior year1)

 

Sign on bonus

 

Cor­porate bonus

 

Variable short term incentive

 

Variable cash as % of maximum opportunity

 

Compen­sation in the form of stock options2)

 

Compen­sation in the form of RSUs

 

Other benefits3)

 

% fixed (of total)4)

 

Total

CEO – Tim Van Hauwermeiren

2023

 

655,787

 

0%

 

–

 

–

 

590,215

 

60%

 

8,084,6055)

 

2,575,174

 

39,054

 

6%

 

11,944,835

2022

 

638,901

 

10%

 

–

 

–

 

766,682

 

60%

 

4,174,684

 

2,159,689

 

38,342

 

9%

 

7,778,298

2021

 

651,986

 

5%

 

–

 

1,186

 

586,787

 

60%

 

3,895,370

 

2,084,509

 

45,177

 

10%

 

7,265,014

CFO – Karl Gubitz

2023

 

516,043

 

6%

 

–

 

3,556

 

260,866

 

40%

 

2,626,062

 

1,287,587

 

62,798

 

12%

 

4,756,913

2022

 

487,600

 

79%

 

–

 

3,745

 

243,800

 

40%

 

2,623,633

 

1,356,048

 

91,203

 

12%

 

4,806,030

2021

 

271,646

 

N/A6)

 

–

 

2,235

 

108,659

 

40%

 

3,181,721

 

1,629,272

 

31,809

 

6%

 

5,225,342

COO – Karen Massey7)

2023

 

481,471

 

N/A

 

338,0008)

 

2,921

 

467,662

 

50%

 

3,939,093

 

2,296,517

 

127,393

 

8%

 

7,653,057

COO – Keith Woods9)

2023

 

305,022

 

-48%

 

–

 

–

 

–

 

–

 

–

 

–

 

46,034

 

100%

 

351,056

2022

 

583,774

 

5%

 

–

 

3,745

 

583,774

 

50%

 

2,601,982

 

1,364,014

 

205,032

 

15%

 

5,342,321

2021

 

555,975

 

5%

 

–

 

4,095

 

347,484

 

50%

 

2,430,402

 

1,316,532

 

116,041

 

14%

 

4,770,529

1)

The base salary of the CEO is paid in EUR (for 2023 base salary exchange rate 1.0815 EUR/$ used in this table), the base salary of the COO is paid in CHF (for 2023 base salary exchange rate of 1.1135 EUR/CHF used in this table). The percentage presenting the change in salary is calculated using the currency of payment.

2)

Amounts shown represent the expenses with respect to stock options measured using the Black Scholes formula. For a description of the assumptions used in valuing these awards, see note 13 “Share-based payments” to the consolidated financial statements.

3)

Other benefits consists of the lease of a company car, employer-paid medical insurance premiums, pension contributions, social security costs and other allowances.

4)

Fixed compensation is considered as Base salary and Other benefits.

5)

Target pay level set in number of options and RSUs as part of benchmark performed in September of the prior year (target value $6,986,986, grant occurred on the first business day of July 2023. Share price increase between setting the grant using argenx’s 30-day average stock price of $366.58 as of July 22, 2022 and the share price of $389.73 at the date of grant) explains variation between target compensation level and the final calculation displayed in the table above. These amounts do not reflect the actual economic value realized by the beneficiary. Amounts shown represent the expenses with respect to the Stock Options awards granted in 2023 measured using the Black Scholes formula with unobservable assumptions. The assumptions used in the fair valuation differ between Belgian beneficiary versus non-Belgian beneficiary. The fair value of equity granted to Belgian beneficiaries was higher than that of non-Belgian beneficiaries resulting in Mr. Van Hauwermeiren’s stock based compensation expense to be higher than other beneficiaries. For a description of the assumptions used in valuing these awards, see note 13 “Share-based payments” to the consolidated financial statements. Further, see subsection equity to section “Named Executive Officer Remuneration”.

6)

Karl Gubitz joined as CFO in June 2021, and consequently no comparison for base salary 2021 to 2020 is possible, as well as comparison for base salary 2022 to 2021 being distorted.

7)

Karen Massey joined as COO in March 2023, and consequently no comparisons to 2022 and before were possible, and Ms. Massey’s remuneration shows the remuneration paid for the period March 13, 2023 through December 31, 2023. Her variable pay pay-out has been pro-rated to reflect this as well.

8)

In 2023, the Company paid a sign-on bonus to Karen Massey to allow the Company to make an overall competitive offer of employment and in recognition of lost corporate benefits as a result of early departure at Ms. Massey’s previous employer. Ensuring a competitive offer in this way and securing Ms. Massey as the Company’s new COO was deemed by the Board of Directors to be in the best interest of the Company and its stakeholders.

9)

Keith Woods resigned as COO March 2023 and his employment relationship ended on June 30, 2023 and consequently the remuneration numbers show his remuneration for the period January 1, 2023 through June 30, 2023. No equity award or variable pay was paid to Mr. Woods in the year ended December 31, 2023.

Base salary

In 2023, compared to 2022, the base salary of the NEOs was increased in line with the total argenx employee population merit increase guidelines (CEO +0%, CFO +6%, COO joined in 2023). These increases followed a review of the individual’s performance over the preceding year(s), in light of comprehensive analysis of benchmark data showing the relative positioning of base salaries compared to the relevant external and internal peers. This process ensures that the Company’s compensation packages are a fair reflection of individual performance while also remaining competitive and aligned with the market. The merit principles and base pay increase framework applied are identical to those applicable to all employees in the organization and are based on the individuals’ performance and contributions over the preceding period. From 2022 to 2023, our CEO declinded to receive a base pay increase. 

With respect to the CFO, the Board of Directors recognized outstanding performance in 2022, including the achievement and overachievement of short-term targets, and established that the CFO’s pay was below the midpoint of peer reviewed base pay for CFOs in the reference group. Consequently, and in line with pay practice applied consistently across all employees, the CFO’s base pay was increased with a merit increase and an additional increase to move the CFO closed to the benchmarked midpoint, totalling a 6% base pay increase in 2023 versus 2022.

Variable cash

The NEOs were eligible for a variable cash payment for the performance of pre-defined short term performance targets in 2023, with the target variable cash compensation set as a percentage of their base salary (60% for CEO, 50% for COO, 40% for CFO). The Board of Directors has set a cap of 200% pay-out per target, and a 200% overall pay-out cap. The Board of Directors evaluated the pay-out of each target, with ‘at target’, ‘maximum per target’ and ‘actual pay-out’ explained in detail in the table below. In addition, the Board of Directors has discretion to adjust the payout if the total outcome would not fairly represent pay-for-performance. If such discretion is used, it will be explained in detail in the remuneration report.

CEO

When considering the variable pay pay-out of the CEO, the Board of Directors primarily reviewed whether the key objectives of the Company’s business plan for 2023 were achieved. These key objectives were:

  1. delivering on the revenue targets for VYVGART by achieving the Company’s ambitious commercial business plan;
  2. growing and developing the pipeline for identified products, product candidates and indications as well as new innovations, building sustainable long term value creation potential for the Company:
    1. obtaining timely VYVGART subcutaneous approval
    2. subject to positive trial outcome, submitting high quality CIDP BLA in minimal time; and
    3. adding at least 3 new highly innovative programs to the pipeline, stretch target of 5 overachieved); and
  3. successful succession, hiring and onboarding of business-critical functions (including several new members of the Board of Directors and COO succession, plus a record number of new company hires across teams), delivering on the highly ambitious hiring plan and protecting and enhancing the Company’s culture through a period of explosive growth; and
  4. considering a number of expected clinical ‘moments of truth’ in relation to planned clinical trial readouts (CIDP, ITP, PV, MMN) and another critical year for commercial execution, the CEO needed to invest heavily in transparent and balanced communication, proactively and continuously ensuring data-based expectations and organizational resilience whilst retaining trust in the Company’s ability to execute. This needed to be achieved both externally (communications with investors) and internally as head of the Company’s senior management.

Whereas the total target achievement of the CEO leads to a 125% of target pay-out (details provided below), the Board of Directors used its discretion to award an additional $98,368 (25% of target incentive) in recognition for the successful delivery of the Company’s business plan including the key objectives outlined above, and giving special recognition to the continued success of the commercial launches which well exceeded internal and external expectations. The Board of Directors deemed it in the interest of the Company and its stakeholders to reward the CEO for this high quality execution and its impact on the Company’s sustainable long term value creation trajectory.

The achievement of the targets as set out below, plus the discretionary upward adjustment have led to an overall payout of $590,215 of variable pay to the CEO, representing a pay-out of 150% of target pay-out and representing 75% of the maximum opportunity.

Personal targets set for the CEO, in addition to his overall responsibility for delivering the business plan, were the following:

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Line up the next wave of immunology breakthroughs: at least 5 new highly innovative programs entered the pipeline

 

Baseline: at least 3 new programs,

Stretch: 5 or more

 

25

 

98,368

 

196,736

 

Overachieved

Number of programs added significantly exceeded stretch target, warranting maximum pay-out of target.

 

200%

 

196,736

Proactively manage argenx’s clinical moments of truth

  • Build organizational resilience ahead of key clinical trial readouts
  • Ensure data based expectations internally and externally ahead of key clinical trial read-outs
  • Protect and enhance investors’ trust in argenx’s ability to execute

 

External and internal trust in argenx’s ability to execute maintained, even in the context of some setbacks

Support of key long term shareholders maintained

Ability to attract and retain top talent preserved and/or enhanced

 

25

 

98,368

 

196,736

 

Achieved

Continued support of key shareholders maintained, key talent retained and further key talent hired and onboarded, throughout significant wins (CIDP) and setbacks (ITP, PV)

 

100%

 

98,368

Future-proof company leadership, strengthen board effectiveness. Support successful board succession, maximally leverage the board as a resource

 

Successful selection, hiring and onboarding of new COO

Continued access to talent, knowledge and expertise of departing COO, CMO and (founder) CSO, if feasible

Ensured excellent onboarding of new board talent, positioned new board members for maximum impact

 

25

 

98,368

 

196,736

 

Achieved

Successful hiring and onboarding of top quality COO

Retiring COO, CMO and founder CSO positioned for continued impact through long term Board of Directors’ committee advisory roles

Successful onboarding of 3 new key Board of Directors’ positions

 

100%

 

98,368

Execute the 2023 hiring plan, delivering on successful onboarding of a record number of new hires (including 2022 hires, integrate what argenx scaled) in support of the company’s execution ambitions. Safeguard and enhance the corporate culture and align the entire employee base behind the strategic priorities

 

Company-wide understanding of and support for the business plan and alignment around top priorities

2023 hiring plan delivered

Record number of new hires throughout 2022 and 2023 successfully onboarded and embraced the argenx cultural values

Corporate culture protected, no critical talent departures, voluntary turnover remained stable

 

25

 

98,368

 

196,736

 

Achieved

Company business plan delivered through exceptional cross functional and cross regional collaboration and commitment of all employees

Voluntary turnover rates remained relatively stable (less than 1% deviation from 2022 number) and on the low end of market averages (4.27% (2022) to 5% (2023))

Broad participation (295 argonauts across regions and functions) participated in newly launched dedicated forum designed to protect and enhance argenx’s company cultural pillars

 

100%

 

98,368

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Line up the next wave of immunology breakthroughs: at least 5 new highly innovative programs entered the pipeline

 

Baseline: at least 3 new programs,

Stretch: 5 or more

 

25

 

98,368

 

196,736

 

Overachieved

Number of programs added significantly exceeded stretch target, warranting maximum pay-out of target.

 

200%

 

196,736

Proactively manage argenx’s clinical moments of truth

  • Build organizational resilience ahead of key clinical trial readouts
  • Ensure data based expectations internally and externally ahead of key clinical trial read-outs
  • Protect and enhance investors’ trust in argenx’s ability to execute

 

External and internal trust in argenx’s ability to execute maintained, even in the context of some setbacks

Support of key long term shareholders maintained

Ability to attract and retain top talent preserved and/or enhanced

 

25

 

98,368

 

196,736

 

Achieved

Continued support of key shareholders maintained, key talent retained and further key talent hired and onboarded, throughout significant wins (CIDP) and setbacks (ITP, PV)

 

100%

 

98,368

Future-proof company leadership, strengthen board effectiveness. Support successful board succession, maximally leverage the board as a resource

 

Successful selection, hiring and onboarding of new COO

Continued access to talent, knowledge and expertise of departing COO, CMO and (founder) CSO, if feasible

Ensured excellent onboarding of new board talent, positioned new board members for maximum impact

 

25

 

98,368

 

196,736

 

Achieved

Successful hiring and onboarding of top quality COO

Retiring COO, CMO and founder CSO positioned for continued impact through long term Board of Directors’ committee advisory roles

Successful onboarding of 3 new key Board of Directors’ positions

 

100%

 

98,368

Execute the 2023 hiring plan, delivering on successful onboarding of a record number of new hires (including 2022 hires, integrate what argenx scaled) in support of the company’s execution ambitions. Safeguard and enhance the corporate culture and align the entire employee base behind the strategic priorities

 

Company-wide understanding of and support for the business plan and alignment around top priorities

2023 hiring plan delivered

Record number of new hires throughout 2022 and 2023 successfully onboarded and embraced the argenx cultural values

Corporate culture protected, no critical talent departures, voluntary turnover remained stable

 

25

 

98,368

 

196,736

 

Achieved

Company business plan delivered through exceptional cross functional and cross regional collaboration and commitment of all employees

Voluntary turnover rates remained relatively stable (less than 1% deviation from 2022 number) and on the low end of market averages (4.27% (2022) to 5% (2023))

Broad participation (295 argonauts across regions and functions) participated in newly launched dedicated forum designed to protect and enhance argenx’s company cultural pillars

 

100%

 

98,368

CFO

When considering the variable pay pay-out of the CFO, the Board of Directors primarily reviewed whether the following key objectives of the Company’s business plan for which the CFO had key responsibilities for 2023, were achieved. These key objectives were:

  1. delivering on the revenue targets for VYVGART (stretch target ‘revenue as per annual operating planning’ target significantly exceeded);
  2. considering VYVGART’s recent launch and continued challenges in a highly competitive environment, proactively and continuously ensure data-based external expectations around financial performance, while retaining trust in the Company’s ability to execute; and
  3. successful transitioning and onboarding of new Chairman of the Audit & Compliance Committee and continued strong audit performance (internal and external).

The personal targets set for the CFO were the following:

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Raise at least $500 million of capital on favorable terms to finance the company’s increased ambition level and corresponding business plan

 

Achievement: at least $500 million raised on favorable terms

Stretch: $750 million+ raised on favorable terms

 

25

 

52,173

 

104,346

 

Overachieved

$1 billion+ raised on competitive terms, biggest biotech follow-on financing in the history of NASDAQ (at that time), revised business plan fully financed

 

200%

 

104,346

Ensure alignment of external and internal expectations around efgartigimod launch

 

Financial performance largely aligned or slightly above street expectations

Continued support and retention of key shareholders and key talent by continuing to build on the company’s reputation for transparency and reliability

 

25

 

52,173

 

104,346

 

Achieved

Four quarterly ‘beat and raise’ events without significant gaps between internal and external expectations

 

100%

 

52,173

Streamline and improve financial planning processes throughout the company, simplify where possible, significantly reduce time spent by non-financial staff on financial planning processes

 

Significant simplifications delivered across the company for financial planning and management processes

Fewer distractions and increased focus on innovation

 

25

 

52,173

 

104,346

 

Achieved

Broader company leadership recognized argenx financial planning process as best in class, delivering a simplified financial planning process with excellent outcomes, allowing the teams to focus on their core responsibilities while benefiting from high quality financial planning

 

100%

 

52,173

Protect and preserve company and critical assets, further build out working relationship with audit and compliance committee and ensure successful onboarding of new audit and compliance committee chairperson, support high quality internal and external audit processes ensuring excellence in transparency

 

Ensured excellent onboarding of new chairman of the audit and compliance committee, committee positioned for maximum impact

 

25

 

52,173

 

104,346

 

Achieved

Successful onboarding of new audit and compliance committee chairperson, excellent working relationship with internal and external auditors facilitated, high quality processes and high levels of transparency led to clean audit outcomes

 

100%

 

52,173

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Raise at least $500 million of capital on favorable terms to finance the company’s increased ambition level and corresponding business plan

 

Achievement: at least $500 million raised on favorable terms

Stretch: $750 million+ raised on favorable terms

 

25

 

52,173

 

104,346

 

Overachieved

$1 billion+ raised on competitive terms, biggest biotech follow-on financing in the history of NASDAQ (at that time), revised business plan fully financed

 

200%

 

104,346

Ensure alignment of external and internal expectations around efgartigimod launch

 

Financial performance largely aligned or slightly above street expectations

Continued support and retention of key shareholders and key talent by continuing to build on the company’s reputation for transparency and reliability

 

25

 

52,173

 

104,346

 

Achieved

Four quarterly ‘beat and raise’ events without significant gaps between internal and external expectations

 

100%

 

52,173

Streamline and improve financial planning processes throughout the company, simplify where possible, significantly reduce time spent by non-financial staff on financial planning processes

 

Significant simplifications delivered across the company for financial planning and management processes

Fewer distractions and increased focus on innovation

 

25

 

52,173

 

104,346

 

Achieved

Broader company leadership recognized argenx financial planning process as best in class, delivering a simplified financial planning process with excellent outcomes, allowing the teams to focus on their core responsibilities while benefiting from high quality financial planning

 

100%

 

52,173

Protect and preserve company and critical assets, further build out working relationship with audit and compliance committee and ensure successful onboarding of new audit and compliance committee chairperson, support high quality internal and external audit processes ensuring excellence in transparency

 

Ensured excellent onboarding of new chairman of the audit and compliance committee, committee positioned for maximum impact

 

25

 

52,173

 

104,346

 

Achieved

Successful onboarding of new audit and compliance committee chairperson, excellent working relationship with internal and external auditors facilitated, high quality processes and high levels of transparency led to clean audit outcomes

 

100%

 

52,173

COO

When considering the variable pay pay-out of the COO, the Board of Directors primarily reviewed whether the key commercial and operational objectives of the Company’s business plan for 2023 were achieved. These key objectives were:

  1. the new COO onboarding rapidly and successfully, positioning herself for high impact and designing her multi-year strategic plan;
  2. delivering on the revenue targets for VYVGART; and
  3. executing the succession, hiring and onboarding of business critical (commercial) functions including in new regions, delivering on a highly ambitious hiring plan while protecting and enhancing the Company’s culture through a period of explosive growth.

The personal targets set for the COO, in addition to her overall responsibility for delivering commercial performance, were the following:

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Achieve annual operating plan targets for commercial revenue

 

At target: not disclosed

Stretch: exceeding target by at least 10%

 

35

 

109,121

 

218,242

 

Overachieved

$2 billion revenues achieved, significantly above internal and external expectations

over $1 billion revenues in the US alone

4 quarterly beat & raise events

 

200%

 

218,242

Responsibly build out argenx’s global expansion plan across key non-US regions, fill key positions

 

Key aspects of business plan for non-US regions delivered

 

15

 

46,766

 

93,532

 

Overachieved

Stretch goals in business plan relating to non-us commercial expansion delivered, including successful Canada entry and first sales, successful execution of key distribution partnerships, robust business cases built for new regions, remarkable wins in Germany, Italy, Spain, successful launch in China

 

200%

 

93,532

Implement commercial operating model for consistent launch excellence, reflecting argenx’s culture and values

 

High impact operating model for commercial launches designed

Put in place organizational design which sets us up for long term commercial success

 

25

 

77,944

 

155,887

 

Achieved

Successful internal restructuring of the commercial operating model which built cross-functional indication and field teams fully in line with the company’s cultural pillars and while significantly overachieving revenue targets

Exceeded expectations right after joining, rapidly building real trust and support throughout the global organization and earning the full trust and support of the commercial (and field based) teams, setting the COO up for long term success and organizational impact

 

100%

 

77,944

Develop and gain Board of Directors approval of argenx 2030 commercial strategy, identifying key strategic options and investment scenario

 

Compelling 2030 vision designed with broad buy in from management team and endorsed by the Board of Directors

 

25

 

77,944

 

155,887

 

Achieved

Built out high quality multi-year commercial strategy for future value creation, aligned the management team and the Board of Directors behind this strategic plan mission 2030, plan reviewed, vetted and approved by the Board of Directors

 

100%

 

77,944

Target

 

Measurement
(how the Board of Directors evaluated the target)

 

%

 

Target
pay-out

 

Max
pay-out 
(in $)

 

Achievement

 

Actual
pay-out (% of target)

 

Actual
pay-out 
(in $)

Achieve annual operating plan targets for commercial revenue

 

At target: not disclosed

Stretch: exceeding target by at least 10%

 

35

 

109,121

 

218,242

 

Overachieved

$2 billion revenues achieved, significantly above internal and external expectations

over $1 billion revenues in the US alone

4 quarterly beat & raise events

 

200%

 

218,242

Responsibly build out argenx’s global expansion plan across key non-US regions, fill key positions

 

Key aspects of business plan for non-US regions delivered

 

15

 

46,766

 

93,532

 

Overachieved

Stretch goals in business plan relating to non-us commercial expansion delivered, including successful Canada entry and first sales, successful execution of key distribution partnerships, robust business cases built for new regions, remarkable wins in Germany, Italy, Spain, successful launch in China

 

200%

 

93,532

Implement commercial operating model for consistent launch excellence, reflecting argenx’s culture and values

 

High impact operating model for commercial launches designed

Put in place organizational design which sets us up for long term commercial success

 

25

 

77,944

 

155,887

 

Achieved

Successful internal restructuring of the commercial operating model which built cross-functional indication and field teams fully in line with the company’s cultural pillars and while significantly overachieving revenue targets

Exceeded expectations right after joining, rapidly building real trust and support throughout the global organization and earning the full trust and support of the commercial (and field based) teams, setting the COO up for long term success and organizational impact

 

100%

 

77,944

Develop and gain Board of Directors approval of argenx 2030 commercial strategy, identifying key strategic options and investment scenario

 

Compelling 2030 vision designed with broad buy in from management team and endorsed by the Board of Directors

 

25

 

77,944

 

155,887

 

Achieved

Built out high quality multi-year commercial strategy for future value creation, aligned the management team and the Board of Directors behind this strategic plan mission 2030, plan reviewed, vetted and approved by the Board of Directors

 

100%

 

77,944

Corporate bonus

All employees are eligible to annually earn a corporate bonus with a maximum of €3,948 ($4,266) per year, based on Company-wide goals. In 2023, the targets focused on (i) simplifying high-impact cross-functional processes, (ii) saving more on an undisclosed dollar amount in negotiated spend to advance financial responsibility and (iii) increased cybersecurity awareness. In 2023, the corporate bonus was achieved by 83.34% and a corresponding pay-out of €3,291/ $3,556 was made to all employees.

Equity

In 2023, the Company granted a mix of stock options and RSUs to the NEOs. The number of instruments to be granted in the course of 2023 were determined pursuant to the benchmark exercise performed with the help of AON Radford in September of 2022, where the equity compensation levels of CEO, CFO and COO roles within the Company’s reference group were reviewed. The target values for long term incentives were then converted into a number of stock options and a number of RSUs to be granted, using a Black Scholes valuation of $151,03 per stock option and a value of $366,58 per RSU, based on a 30-day average stock price used for the August 2022 benchmark. This number of equity instruments was then embedded into the equity allocation scheme for 2023. It is noted that as a result of the method of fixing the number of instruments based on the benchmark value and the time in between the benchmark and the grant, the value of the grant as ultimately reported will differ from the target value if the stock price has changed (positively or negatively) between the date of fixing the allocation scheme and the date of the grant. More specifically, if the stock price increases between date of setting the allocation scheme and the grant date, the Black Scholes value of the stock options will increase, assuming all other parameters stay stable. The Company is taking concrete steps to close the time gap between the benchmark and the grant date, as will be further explained in the Draft 2024 Remuneration Policy and accompanying explanatory notes.

Specifically for the COO, the Board of Directors decided to grant equity in excess of the base numbers for the COO role, as a means to attract the new COO in a highly competitive talent market. The Board of Directors deemed enabling Ms. Massey to join the Company of crucial importance for the Company’s long term succession planning.

The following table sets out the number, value and key terms of equity instruments granted to the NEOs in 2023:

 

 

RSUs granted in 2023

 

Stock options granted in 2023

 

 

Name

 

# RSUs

 

Key terms

 

Value at grant in $

 

Benchmark
value in $

 

# Stock
options

 

Exercise
price in €

 

Exercise
price in $

 

Key terms

 

Value at grant1) in $

 

Benchmark value1) in $

 

Total

Tim Van Hauwermeiren – CEO

 

6,700

 

RSUs vest and are settled in 4 equal instalments of 25% over a 4 year period.

 

2,575,174

 

2,456,086

 

30,000

 

355.40

 

387.35

 

1/3 vests after year 1
2/3 vest in monthly instalments in year 2 and 3
Options not exercisable until the 4th calendar year after the grant year

 

8,084,6052)

 

4,530,900

 

10,659,779

Karl Gubitz – CFO

 

3,350

 

 

1,287,587

 

1,228,043

 

15,000

 

355.40

 

387.35

 

1/3 vests after year 1
2/3 vest in monthly instalments in year 2 and 3

 

2,626,062

 

2,265,450

 

3,913,649

Karen Massey – COO

 

5,025

 

 

1,931,380

 

1,842,065

 

22,500

 

355.40

 

387.35

 

 

3,939,093

 

3,398,175

 

5,870,474

Sign-on grant

 

950

 

Vested on the date of the grant

 

365,137

 

348,251

 

–

 

–

 

–

 

–

 

–

 

–

 

365,137

Keith Woods – COO

 

–

 

–

 

–

 

 

 

–

 

–

 

–

 

–

 

–

 

–

 

–

1)

Target pay level set in number of stock options and RSUs as part of benchmark performed in September of the prior year (target value $6,986,986, grant occurred on the first business day of July 2023), share price increase between setting the grant using argenx’s 30-day average stock price of $366.58 as of July 22, 2022 and the share price of $389.73 at the date of grant explains variation between target compensation level and the final calculation displayed in the table above. These amounts do not reflect the actual economic value realized by the beneficiary. Amounts shown represent the expenses with respect to the stock options awards granted in 2023 measured using the Black Scholes formula with unobservable assumptions. The assumptions used in the fair valuation differ between Belgian beneficiaries versus non-Belgian beneficiaries. The fair value of equity granted to Belgian beneficiaries was higher than that of non-Belgian beneficiaries resulting in Mr. Van Hauwermeiren’s stock based compensation expense to be higher than other beneficiaries. For a description of the assumptions used in valuing these awards, see Note 13 “Share-based payments” in our consolidated financial statements.

2)

The reason that this amount is more than 2x the amount of the CFO, even though the number of equity instruments is exactly 2x that of the CFO, is due to different assumptions used in valuation applicable for Belgian based employees than for US based employees. Please see footnote 1) for further details.

 

 

RSUs granted in 2023

 

Stock options granted in 2023

 

 

Name

 

# RSUs

 

Key terms

 

Value at grant in $

 

Benchmark
value in $

 

# Stock
options

 

Exercise
price in €

 

Exercise
price in $

 

Key terms

 

Value at grant1) in $

 

Benchmark value1) in $

 

Total

Tim Van Hauwermeiren – CEO

 

6,700

 

RSUs vest and are settled in 4 equal instalments of 25% over a 4 year period.

 

2,575,174

 

2,456,086

 

30,000

 

355.40

 

387.35

 

1/3 vests after year 1
2/3 vest in monthly instalments in year 2 and 3
Options not exercisable until the 4th calendar year after the grant year

 

8,084,6052)

 

4,530,900

 

10,659,779

Karl Gubitz – CFO

 

3,350

 

 

1,287,587

 

1,228,043

 

15,000

 

355.40

 

387.35

 

1/3 vests after year 1
2/3 vest in monthly instalments in year 2 and 3

 

2,626,062

 

2,265,450

 

3,913,649

Karen Massey – COO

 

5,025

 

 

1,931,380

 

1,842,065

 

22,500

 

355.40

 

387.35

 

 

3,939,093

 

3,398,175

 

5,870,474

Sign-on grant

 

950

 

Vested on the date of the grant

 

365,137

 

348,251

 

–

 

–

 

–

 

–

 

–

 

–

 

365,137

Keith Woods – COO

 

–

 

–

 

–

 

 

 

–

 

–

 

–

 

–

 

–

 

–

 

–

1)

Target pay level set in number of stock options and RSUs as part of benchmark performed in September of the prior year (target value $6,986,986, grant occurred on the first business day of July 2023), share price increase between setting the grant using argenx’s 30-day average stock price of $366.58 as of July 22, 2022 and the share price of $389.73 at the date of grant explains variation between target compensation level and the final calculation displayed in the table above. These amounts do not reflect the actual economic value realized by the beneficiary. Amounts shown represent the expenses with respect to the stock options awards granted in 2023 measured using the Black Scholes formula with unobservable assumptions. The assumptions used in the fair valuation differ between Belgian beneficiaries versus non-Belgian beneficiaries. The fair value of equity granted to Belgian beneficiaries was higher than that of non-Belgian beneficiaries resulting in Mr. Van Hauwermeiren’s stock based compensation expense to be higher than other beneficiaries. For a description of the assumptions used in valuing these awards, see Note 13 “Share-based payments” in our consolidated financial statements.

2)

The reason that this amount is more than 2x the amount of the CFO, even though the number of equity instruments is exactly 2x that of the CFO, is due to different assumptions used in valuation applicable for Belgian based employees than for US based employees. Please see footnote 1) for further details.

The table below shows (i) the stock options held as of January 1, 2023, (ii) the stock options granted to the NEOs which vested during the year ended December 31, 2023, (iii) the number of stock options scheduled to vest in the years ending December 31, 2024, December 31, 2025 and December 31, 2026 and (iv) the respective exercise price of such stock options. Each stock option was granted pursuant to the Equity Incentive Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information regarding the reported financial year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance

 

During the Year

 

Closing balance

Name of Directors, Position

 

Specifi­cation plan

 

Performance period

 

Award date

 

Vesting date

 

End of retention period

 

Exercise period

 

Exercise price of stock option in €

 

Stock options held at the beginning of the year

 

Stock options awarded

 

Stock options exercised

 

Stock options forfeited

 

Stock options vested

 

Stock options subject to a service condition

 

Stock options awarded and unvested

 

Stock options held at the end of the year

 

Stock options subject to a retention period

Tim Van Hauwermeiren, CEO

 

Equity incentive plan

 

14/12/2017–
01/12/2020

 

14/12/2017

 

(1)

 

31/12/2020

 

01/01/2021–
14/12/2027

 

21.17

 

72,500

 

–

 

72,500

 

–

 

–

 

–

 

–

 

–

 

–

 

 

21/12/2018–
01/12/2021

 

21/12/2018

 

(1)

 

31/12/2021

 

01/01/2022–
21/12/2028

 

86.32

 

80,000

 

–

 

–

 

–

 

–

 

–

 

–

 

80,000

 

–

 

 

20/12/2019–
01/12/2022

 

20/12/2019

 

(1)

 

31/12/2022

 

01/01/2023–
20/12/2029

 

135.75

 

80,000

 

–

 

–

 

–

 

–

 

–

 

–

 

80,000

 

–

 

 

21/12/2020–
01/12/2023

 

21/12/2020

 

(1)

 

31/12/2023

 

01/01/2024–
21/12/2030

 

247.60

 

50,000

 

–

 

–

 

–

 

16,667

 

–

 

–

 

50,000

 

–

 

 

24/12/2021–
01/12/2024

 

24/12/2021

 

(1)

 

31/12/2024

 

01/01/2025–
24/12/2031

 

309.20

 

25,000

 

–

 

–

 

–

 

8,334

 

8,333

 

8,333

 

25,000

 

25,000

 

 

23/12/2022–
01/12/2025

 

23/12/2022

 

(1)

 

31/12/2025

 

01/01/2026–
23/12/2032

 

359.60

 

25,000

 

–

 

–

 

–

 

8,333

 

16,667

 

16,667

 

25,000

 

25,000

 

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

31/12/2026

 

01/01/2027–
03/07/2033

 

355.40

 

–

 

30,000

 

–

 

–

 

–

 

30,000

 

30,000

 

30,000

 

30,000

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

332,500

 

30,000

 

72,500

 

–

 

33,334

 

55,000

 

55,000

 

290,000

 

80,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karl Gubitz, CFO

 

Equity incentive plan

 

01/07/2021–
01/07/2024

 

01/07/2021

 

(1)

 

N/A

 

01/07/2022–
01/07/2031

 

255.10

 

24,000

 

–

 

–

 

–

 

8,000

 

4,667

 

4,667

 

24,000

 

–

 

 

01/07/2022–
01/07/2025

 

01/07/2022

 

(1)

 

N/A

 

01/07/2023–
01/07/2032

 

357.50

 

16,000

 

–

 

–

 

–

 

7,556

 

8,444

 

8,444

 

16,000

 

–

 

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

N/A

 

03/07/2024–
03/07/2033

 

355.40

 

 

 

15,000

 

–

 

–

 

–

 

15,000

 

15,000

 

15,000

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,000

 

15,000

 

–

 

–

 

15,556

 

28,111

 

28,111

 

55,000

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karen Massey, COO

 

Equity incentive plan

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

N/A

 

03/07/2024–
03/07/2033

 

355.40

 

–

 

22,500

 

–

 

–

 

–

 

–

 

22,500

 

22,500

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–

 

22,500

 

–

 

–

 

–

 

–

 

22,500

 

22,500

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Keith Woods, former COO

 

Equity incentive plan

 

20/12/2019–
01/12/2022

 

20/12/2019

 

(1)

 

N/A

 

20/12/2020–
20/12/2029

 

135.75

 

35,000

 

–

 

35,000

 

–

 

–

 

–

 

–

 

–

 

–

 

 

21/12/2020–
30/6/2023

 

21/12/2020

 

(1)

 

N/A

 

21/12/2021–
21/12/2030

 

247.60

 

50,000

 

–

 

–

 

–

 

16,667

 

–

 

–

 

50,000

 

–

 

 

24/12/2021–
30/6/2023

 

24/12/2021

 

(1)

 

N/A

 

24/12/2022–
31/03/2025

 

309.20

 

16,000

 

–

 

–

 

–

 

10,667

 

–

 

–

 

16,000

 

–

 

 

23/12/2022–
30/6/2023

 

23/12/2022

 

(1)

 

N/A

 

23/12/2023–
31/03/2026

 

359.60

 

16,000

 

–

 

–

 

10,667

 

5,333

 

–

 

–

 

5,333

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

117,000

 

–

 

35,000

 

10,667

 

32,667

 

–

 

–

 

71,333

 

–

1)

1/3rd of the stock options vests on the first anniversary of the date of grant and the remaining 2/3rd vest in equal instalments (24 in total) over the next two years, each time upon the 1st day of each next month.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Information regarding the reported financial year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening balance

 

During the Year

 

Closing balance

Name of Directors, Position

 

Specifi­cation plan

 

Performance period

 

Award date

 

Vesting date

 

End of retention period

 

Exercise period

 

Exercise price of stock option in €

 

Stock options held at the beginning of the year

 

Stock options awarded

 

Stock options exercised

 

Stock options forfeited

 

Stock options vested

 

Stock options subject to a service condition

 

Stock options awarded and unvested

 

Stock options held at the end of the year

 

Stock options subject to a retention period

Tim Van Hauwermeiren, CEO

 

Equity incentive plan

 

14/12/2017–
01/12/2020

 

14/12/2017

 

(1)

 

31/12/2020

 

01/01/2021–
14/12/2027

 

21.17

 

72,500

 

–

 

72,500

 

–

 

–

 

–

 

–

 

–

 

–

 

 

21/12/2018–
01/12/2021

 

21/12/2018

 

(1)

 

31/12/2021

 

01/01/2022–
21/12/2028

 

86.32

 

80,000

 

–

 

–

 

–

 

–

 

–

 

–

 

80,000

 

–

 

 

20/12/2019–
01/12/2022

 

20/12/2019

 

(1)

 

31/12/2022

 

01/01/2023–
20/12/2029

 

135.75

 

80,000

 

–

 

–

 

–

 

–

 

–

 

–

 

80,000

 

–

 

 

21/12/2020–
01/12/2023

 

21/12/2020

 

(1)

 

31/12/2023

 

01/01/2024–
21/12/2030

 

247.60

 

50,000

 

–

 

–

 

–

 

16,667

 

–

 

–

 

50,000

 

–

 

 

24/12/2021–
01/12/2024

 

24/12/2021

 

(1)

 

31/12/2024

 

01/01/2025–
24/12/2031

 

309.20

 

25,000

 

–

 

–

 

–

 

8,334

 

8,333

 

8,333

 

25,000

 

25,000

 

 

23/12/2022–
01/12/2025

 

23/12/2022

 

(1)

 

31/12/2025

 

01/01/2026–
23/12/2032

 

359.60

 

25,000

 

–

 

–

 

–

 

8,333

 

16,667

 

16,667

 

25,000

 

25,000

 

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

31/12/2026

 

01/01/2027–
03/07/2033

 

355.40

 

–

 

30,000

 

–

 

–

 

–

 

30,000

 

30,000

 

30,000

 

30,000

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

332,500

 

30,000

 

72,500

 

–

 

33,334

 

55,000

 

55,000

 

290,000

 

80,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karl Gubitz, CFO

 

Equity incentive plan

 

01/07/2021–
01/07/2024

 

01/07/2021

 

(1)

 

N/A

 

01/07/2022–
01/07/2031

 

255.10

 

24,000

 

–

 

–

 

–

 

8,000

 

4,667

 

4,667

 

24,000

 

–

 

 

01/07/2022–
01/07/2025

 

01/07/2022

 

(1)

 

N/A

 

01/07/2023–
01/07/2032

 

357.50

 

16,000

 

–

 

–

 

–

 

7,556

 

8,444

 

8,444

 

16,000

 

–

 

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

N/A

 

03/07/2024–
03/07/2033

 

355.40

 

 

 

15,000

 

–

 

–

 

–

 

15,000

 

15,000

 

15,000

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,000

 

15,000

 

–

 

–

 

15,556

 

28,111

 

28,111

 

55,000

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karen Massey, COO

 

Equity incentive plan

 

03/07/2023–
01/07/2026

 

03/07/2023

 

(1)

 

N/A

 

03/07/2024–
03/07/2033

 

355.40

 

–

 

22,500

 

–

 

–

 

–

 

–

 

22,500

 

22,500

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

–

 

22,500

 

–

 

–

 

–

 

–

 

22,500

 

22,500

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Keith Woods, former COO

 

Equity incentive plan

 

20/12/2019–
01/12/2022

 

20/12/2019

 

(1)

 

N/A

 

20/12/2020–
20/12/2029

 

135.75

 

35,000

 

–

 

35,000

 

–

 

–

 

–

 

–

 

–

 

–

 

 

21/12/2020–
30/6/2023

 

21/12/2020

 

(1)

 

N/A

 

21/12/2021–
21/12/2030

 

247.60

 

50,000

 

–

 

–

 

–

 

16,667

 

–

 

–

 

50,000

 

–

 

 

24/12/2021–
30/6/2023

 

24/12/2021

 

(1)

 

N/A

 

24/12/2022–
31/03/2025

 

309.20

 

16,000

 

–

 

–

 

–

 

10,667

 

–

 

–

 

16,000

 

–

 

 

23/12/2022–
30/6/2023

 

23/12/2022

 

(1)

 

N/A

 

23/12/2023–
31/03/2026

 

359.60

 

16,000

 

–

 

–

 

10,667

 

5,333

 

–

 

–

 

5,333

 

–

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

117,000

 

–

 

35,000

 

10,667

 

32,667

 

–

 

–

 

71,333

 

–

1)

1/3rd of the stock options vests on the first anniversary of the date of grant and the remaining 2/3rd vest in equal instalments (24 in total) over the next two years, each time upon the 1st day of each next month.

The table below shows (i) the RSUs held as of January 1, 2023, (ii) the RSUs granted to the NEOs which vested during the year ended December 31, 2023 and (iii) the number of RSUs scheduled to vest in the years ending December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027. Each RSU was granted pursuant to the Equity Incentive Plan:

 

 

 

 

 

 

 

 

 

 

Information regarding the reported financial year

 

 

 

 

 

 

 

 

 

 

Opening balance

 

During the Year

 

Closing balance

Name of Directors, Position

 

Performance period

 

Award date

 

Vesting date

 

End of reten­tion period

 

RSUs held at the beginning of the year

 

RSUs awarded

 

RSUs forfeited

 

RSUs vested

 

RSUs subject to a service condition

 

RSUs awarded and unvested

 

RSUs held at the closing of the year

 

RSUs subject to a reten­tion period

Tim van Hauwermeiren, CEO

 

24/12/2021–24/12/2025

 

24/12/2021

 

(1)

 

N/A

 

4,275

 

–

 

–

 

1,425

 

–

 

2,850

 

2,850

 

–

 

23/12/2022–23/12/2026

 

23/12/2022

 

(1)

 

N/A

 

5,700

 

–

 

–

 

1,425

 

–

 

4,275

 

4,275

 

–

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

6,700

 

–

 

–

 

–

 

6,700

 

6,700

 

–

Total

 

 

 

 

 

 

 

 

 

9,975

 

6,700

 

–

 

2,850

 

–

 

13,825

 

13,825

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karl Gubitz, CFO

 

01/07/2021–01/07/2025

 

01/07/2021

 

(1)

 

N/A

 

4,050

 

–

 

–

 

1,350

 

–

 

2,700

 

2,700

 

–

 

01/07/2022–01/07/2026

 

01/07/2022

 

(1)

 

N/A

 

3,600

 

–

 

–

 

900

 

–

 

2,700

 

2,700

 

–

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

3,350

 

–

 

–

 

–

 

3,350

 

3,350

 

–

Total

 

 

 

 

 

 

 

 

 

7,650

 

3,350

 

–

 

2,250

 

–

 

8,750

 

8,750

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karen Massey, COO

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

5,025

 

–

 

–

 

–

 

5,025

 

5,025

 

–

 

N/A

 

03/07/2023

 

(2)

 

N/A

 

–

 

950

 

–

 

–

 

–

 

950

 

950

 

–

Total

 

 

 

 

 

 

 

 

 

–

 

5,975

 

 

 

–

 

–

 

5,975

 

5,975

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Keith Woods, former COO

 

24/12/2021–30/06/2023

 

24/12/2021

 

(1)

 

N/A

 

2,700

 

–

 

–

 

2,700

 

–

 

–

 

–

 

–

 

23/12/2022–30/06/2023

 

23/12/2022

 

(1)

 

N/A

 

3,600

 

–

 

2,700

 

900

 

–

 

–

 

–

 

–

Total

 

 

 

 

 

 

 

 

 

6,300

 

–

 

2,700

 

3,600

 

–

 

–

 

–

 

–

1)

RSUs vest over a period of four years with 1/4th of the total grant vesting at each anniversary of the date of grant.

2)

RSUs are vested at date of the grant.

 

 

 

 

 

 

 

 

 

 

Information regarding the reported financial year

 

 

 

 

 

 

 

 

 

 

Opening balance

 

During the Year

 

Closing balance

Name of Directors, Position

 

Performance period

 

Award date

 

Vesting date

 

End of reten­tion period

 

RSUs held at the beginning of the year

 

RSUs awarded

 

RSUs forfeited

 

RSUs vested

 

RSUs subject to a service condition

 

RSUs awarded and unvested

 

RSUs held at the closing of the year

 

RSUs subject to a reten­tion period

Tim van Hauwermeiren, CEO

 

24/12/2021–24/12/2025

 

24/12/2021

 

(1)

 

N/A

 

4,275

 

–

 

–

 

1,425

 

–

 

2,850

 

2,850

 

–

 

23/12/2022–23/12/2026

 

23/12/2022

 

(1)

 

N/A

 

5,700

 

–

 

–

 

1,425

 

–

 

4,275

 

4,275

 

–

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

6,700

 

–

 

–

 

–

 

6,700

 

6,700

 

–

Total

 

 

 

 

 

 

 

 

 

9,975

 

6,700

 

–

 

2,850

 

–

 

13,825

 

13,825

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karl Gubitz, CFO

 

01/07/2021–01/07/2025

 

01/07/2021

 

(1)

 

N/A

 

4,050

 

–

 

–

 

1,350

 

–

 

2,700

 

2,700

 

–

 

01/07/2022–01/07/2026

 

01/07/2022

 

(1)

 

N/A

 

3,600

 

–

 

–

 

900

 

–

 

2,700

 

2,700

 

–

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

3,350

 

–

 

–

 

–

 

3,350

 

3,350

 

–

Total

 

 

 

 

 

 

 

 

 

7,650

 

3,350

 

–

 

2,250

 

–

 

8,750

 

8,750

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karen Massey, COO

 

03/07/2023–03/07/2027

 

03/07/2023

 

(1)

 

N/A

 

–

 

5,025

 

–

 

–

 

–

 

5,025

 

5,025

 

–

 

N/A

 

03/07/2023

 

(2)

 

N/A

 

–

 

950

 

–

 

–

 

–

 

950

 

950

 

–

Total

 

 

 

 

 

 

 

 

 

–

 

5,975

 

 

 

–

 

–

 

5,975

 

5,975

 

–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Keith Woods, former COO

 

24/12/2021–30/06/2023

 

24/12/2021

 

(1)

 

N/A

 

2,700

 

–

 

–

 

2,700

 

–

 

–

 

–

 

–

 

23/12/2022–30/06/2023

 

23/12/2022

 

(1)

 

N/A

 

3,600

 

–

 

2,700

 

900

 

–

 

–

 

–

 

–

Total

 

 

 

 

 

 

 

 

 

6,300

 

–

 

2,700

 

3,600

 

–

 

–

 

–

 

–

1)

RSUs vest over a period of four years with 1/4th of the total grant vesting at each anniversary of the date of grant.

2)

RSUs are vested at date of the grant.

Equity holding requirements for executives

In 2023, the Company implemented the following holding requirements for its executive team:

  • CEO: 3x base salary
  • Other NEOs: 1x base salary

The minimum equity stake has to be built up over a maximum of five years and continues to apply for the duration of employment and for two years thereafter.

Pension and fringe benefits

The benefits paid to the NEOs are jurisdiction dependent. For the CEO, these included benefits customary in the Belgian market, and which are standard components of Belgian based employees’ packages: pension contributions, a hospitalization insurance, a representation allowance and a company car. For the CFO, these included benefits customary in the U.S. market, and which are standard components of our U.S. based employees’ packages: a company administered health and 401k plan, with a 4% company match. For the COO, these included benefits customary in the Swiss market, and which are standard components of Switzerland based employees’ packages: car allowance, lunch allowance, health insurance allowance, representation allowance and pension contributions.

Severance arrangements

In accordance with our 2021 Remuneration Policy, the CEO has an 18 months’ notice period for termination (or alternatively, 12 months’ severance in lieu of notice). For our other NEOs, no contractual arrangement have been made for severance.

In fiscal year 2023, no severance payments were granted to the NEOs.

Treatment of leaver equity

With respect to Keith Woods, the Board of Directors determined his long-term equity incentives vested in full on June 30, 2023, consistent with the terms of his employment contract and a separate agreement made between him and the Company in which Mr. Woods agreed to stay on with the Company as long as necessary to identify, recruit and onboard a suitable replacement and to continue to contribute to long term value creation for the Company as a member of the Commercialization Committee (all as set out in a service agreement entered into between us and Mr. Woods, and for which no remuneration shall be paid):

  • all unvested stock options and RSUs granted prior to 2022 to and held by Mr. Woods vested on June 30, 2023, whereby Mr. Woods shall not be allowed to exercise stock options of which the vesting was accelerated pursuant to this resolution, or sell shares received pursuant to the settlement of RSUs of which the vesting was accelerated pursuant to this resolution, earlier than on the date on which such equity would normally have vested in accordance with the rules of the applicable argenx equity plan (assuming normal continuation of vesting in the situation where Mr. Woods would not have retired from the company). The sole exception to the aforementioned exercise/sell restriction shall be the sale of equity to the extent solely needed to cover tax liabilities directly following from the aforementioned accelerated vesting and/or settlement of equity; and
  • equity granted to Mr. Woods in 2022 vested only through the first anniversary of the grant date and the remainder was forfeited per December 31, 2023.

Claw back policy

In the event that any variable remuneration (cash or equity) is paid to members of senior management, including the NEOs, based on financial information which later proves to be incorrect and leads to an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements of the Company that is material to the previously issued financial statements of the Company, or (ii) that corrects an error that is not material to previously issued financial statements of the company, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the difference between the paid compensation and the compensation which would have been payable without such accounting restatement, shall be claimed back from the executive, all as further set out in the Executive Compensation Clawback Policy, as adopted by the Board of Directors on July 25, 2023.

In fiscal year 2023, no variable remuneration was clawed back and no variable remuneration was adjusted (retroactively).