Annual Report 2024

Annual Report 2024

Letter of the Chairperson of the Remuneration and Nomination Committee

Dear Stakeholders,

The Remuneration and Nomination Committee is pleased to present the 2024 remuneration report and compensation statement (the 2024 Remuneration Report). This report outlines the Remuneration and Nomination Committee’s role and activities over the past financial year and provides an outlook for 2025. It also explains the efforts made to continuously align our remuneration framework with the interests of the Board of Directors and those of our stakeholders, ensuring sustainable value creation as
argenx evolves.

In line with our current remuneration policy, approved in 2021 (the 2021 Remuneration Policy), and in anticipation of the revised policy we are submitting for approval at the 2025 General Meeting (the Proposed 2025 Remuneration Policy), this report highlights our commitment to a remuneration structure that fosters performance-based remuneration and transparency on targets and long-term alignment. Both policies are designed to ensure that the compensation of the Board of Directors remains closely tied to the Company’s strategic goals and stakeholder interests.

The CEO’s remuneration, in particular, is structured to include a well-balanced mix of short-term and long-term incentives. This approach rewards not only immediate achievements, but also sustained progress in our business strategies, individual objectives, and key strategic non-financial metrics that we believe underpin our long-term mission and Vision 2030.

On behalf of the Board of Directors, I am pleased to provide insight into how the Company’s achievements and continued progress in 2024 have shaped the remuneration of our CEO, COO, and CFO (the Named Executive Officers or NEOs), as well as our Non-Executive Directors.

This report details the implementation of the 2021 Remuneration Policy, prepared in accordance with the DCGC and the draft, non-binding disclosure guidelines of the European Commission. It reflects our commitment to transparency and alignment with best governance practices while ensuring that our remuneration framework supports the Company’s strategic objectives and long-term value creation.

Looking Back on 2024

In 2024, we conducted our annual comprehensive base pay review for our Named Executive Officers, to ensure our compensation framework remains competitive and aligned with industry benchmarks. Based on the recommendation of the Remuneration and Nomination Committee, the Board of Directors approved the following compensation changes:

  • The CEO’s base pay increased by 15% to EUR 700,000 ($757,680). While the broader workforce has received progressive increases in line with Company guidelines over the past two years, the CEO’s base pay remained unchanged between 2022 and 2023, at his personal request. We believe that the approved base pay increase was necessary to maintain fairness, ensure market competitiveness, and recognize our CEO’s exceptional leadership in delivering sustained value to our shareholders. Even after this increase, the CEO’s base pay remains at the 27th percentile of our newly defined global peer group.
  • The COO and CFO each received a 6% base pay increase, reflecting their critical roles and contributions to the Company’s continued growth and success.

These adjustments reinforce our commitment to a balanced, performance-driven remuneration structure that supports long-term value creation while maintaining fairness and transparency.

Company Performance

As detailed in our Shareholder Letter, 2024 was a year marked by remarkable progress and significant achievements such as receiving regulatory approval in Japan for VYVGART for the treatment of adults with ITP and receiving FDA approval for VYVGART HYTRULO for the treatment of CIDP patients. Our Senior Management Team, including the Named Executive Officers, navigated multiple hurdles while capitalizing on strategic opportunities. We established our ‘Vision 2030’, a long-term commitment to transforming the treatment of severe autoimmune diseases through innovative therapies such as VYVGART and VYVGART HYTRULO, empasiprubart, and our expanding pipeline of antibody-based therapeutics. Over the past year, we have made substantial progress in our ambitious target to treat 50,000 patients globally, secure 10 labelled indications, and advance five pipeline candidates into Phase 3 development by 2030. Notably, we reached over 10,000 gMG patients, expanded our global footprint with multiple approvals for gMG and CIDP (approximately touching approximately1,000 patients), and initiated label-enabling studies that further our reach in the market.

We have also advanced several key assets:

  • efgartigimod has progressed, with GO-decisions announced for SjD to enter into a Phase 3 clinical trial and for Myositis to continue the Phase 3 clinical trial based on the Phase 2 data.
  • empasiprubart has advanced into a Phase 3 clinical trial for MMN and a Phase 3 clinical trial for CIDP will commence in 1H 2025.
  • ARGX-119 has entered proof-of-concept clinical trials in CMS and ALS.
  • Four new INDs advancing into Phase 1 clinical trials, further underpinning our commitment to delivering immunology innovations.

Financially, our strong performance is reflected in reaching $2.2 billion in product net sales, an impressive increase from $1.2 billion in 2023, along with significant advancements in our clinical pipeline, including 10 Phase 2 clinical trials and 10 Phase 3 clinical trials. These achievements have enabled us to meet or exceed all quantitative short-term incentive targets, while qualitative metrics relating to building a robust organization were also achieved.

Moreover, the Remuneration and Nomination Committee appreciates the strategic shift driven by our management’s focus on operational and commercial excellence. This focus has well positioned argenx among its peers to capitalize on emerging opportunities, particularly in light of the positive Phase 2 proof-of-concept data for empasiprubart, which has paved the way for its advancement into Phase 3 clinical trial for MMN (EMPASSION).

2021 – 2024 Performance and Long-Term Incentive Plan Outcome

As a shareholder, you will be pleased that in 2024, the Euronext Brussels share price rose by 74.7% from €343.50 per share on the last trading day of 2023 to €600.00 per share on December 31, 2024. In a three-year long-term incentive (LTI) period between December 31, 2021 and December 31, 2024, the share price rose by approximately 90.3%, from €315.30 to €600.00 per share.

Stakeholder Engagement and Looking Forward to 2025

Shareholders play a crucial role in our success by providing invaluable support and fostering strong partnerships that are essential to our growth. We deeply appreciate their continued commitment and strive to keep them well-informed, ensuring a lasting and productive relationship. In 2024 and 2025 to date, we have actively engaged with our investor community on several topics, including on the 2023 remuneration report (which led to a positive voting outcome of 58.6%), the proposed 2024 remuneration policy (which led to a voting outcome of 68.9% where a 75% majority was required) and the Proposed 2025 Remuneration Policy. In 2024, we held over 70 dedicated meetings with shareholders. As at the date of this Annual Report, we have conducted more than 20 meetings in 2025. These discussions focused on key remuneration events and have been instrumental in driving continuous improvements in our remuneration practices.

Key points raised during these interactions include:

  • We received concerns from stakeholders they were not able to determine if and how pay-for-performance was embedded in our remuneration. To address this feedback, this 2024 Remuneration Report includes enhanced disclosure on the 2024 performance targets and corresponding pay-out for the NEOs. We have also introduced prospective disclosure on the short-term incentive (STI) metrics set for 2025 and for the newly introduced performance share units (PSUs) against a threshold-target-maximum framework. In the Proposed 2025 Remuneration Policy, we will commit to this enhanced prospective disclosure against a threshold-target-maximum framework going forward.
  • Feedback indicated that at this stage in the evolution of the Company stock options could be perceived as performance-based incentives, potentially compromising the objectivity of our Non-Executive Directors. To respond to feedback from a number of stakeholders and upholding the highest standards of governance and independence, we decided to no longer grant stock options to Non-Executive Directors as from 2024. Instead, we transitioned to a remuneration structure based on fixed fees and non-performance-based equity compensation, namely RSUs. This new structure is aligned with best practices while maintaining fairness and transparency.
  • Historically, stock price appreciation was considered an inherent performance target in stock option grants. However, in response to shareholder feedback, the Proposed 2025 Remuneration Policy introduces a more structured, performance-driven approach to LTI. Under the revised framework, stock options will be limited to a maximum of 50% of the Executive Director’s total LTI grant, while at minimum 50% will be allocated as PSUs, tied to predefined performance criteria beyond share price appreciation. To further reinforce this performance-based approach, RSUs have been eliminated, ensuring that the entire LTI is 100% ‘at-risk’. This fully aligns Executive Director rewards with long-term value creation and strategic objectives. This refined approach strengthens the link between Executive Director compensation and sustained company performance while addressing shareholder concerns regarding performance measurement.
  • Some stakeholders expressed concerns regarding the perceived lack of a cap on the LTI awards. In response, the Proposed 2025 Remuneration Policy introduces a clearly defined cap on total awards as a multiple of base pay. Notably, the Founder CEO has requested that his target and maximum LTI opportunities be set at 7x and 10x base pay, respectively. Future incoming Executive Directors will also be subject to capped LTI awards, ensuring consistency, transparency, and alignment with stakeholder expectations while maintaining a competitive and performance-driven compensation structure.
  • Investor feedback prompted a revision of the vesting profile for stock option grants to enhance alignment with market best practices. In line with our peers, the Proposed 2025 Remuneration Policy introduces a three-year cliff vest for the CEO’s stock option grants, replacing the previous monthly vesting schedule that began one year after the grant date. Additionally, the newly introduced PSUs will also be subject to a three-year cliff vesting schedule, reinforcing a long-term commitment to performance and shareholder value creation.
  • Concerns were raised regarding the Board of Directors’ discretion in granting an additional $98,368 (25% of the target incentive) in 2023 to the CEO in recognition of the successful execution of the Company’s business plan. While this discretionary adjustment was deemed appropriate in this instance due to the significant over achievement of business results, we acknowledge the importance of transparency and a more detailed disclosure of pay-for-performance approach. In the event of any future discretionary adjustments will be accompanied by detailed disclosure of the performance targets and corresponding payouts to ensure clear alignment between compensation and measurable achievements.

More information on how we further specifically addressed stakeholder concerns, including from our latest engagement in 2025, will be included in the explanatory notes of the Proposed 2025 Remuneration Policy.

We will continue to engage actively with our key stakeholders and proxy advisors throughout 2025 and onwards, remaining available to address any questions or concerns regarding corporate governance and executive compensation.

Moreover, we foster an open dialogue within our organization, guided by our unified culture and core values of co-creation, humility, excellence, empowerment and innovation. This underpins our vision for long-term value creation while balancing the interests of all stakeholders.

Based on ongoing conversations with our shareholders and the positive feedback received regarding the performance of our Named Executive Officers and the Company’s overall results, I am confident that our current and proposed remuneration policies effectively support argenx’s strategic and operational objectives.

On behalf of the Remuneration and Nomination Committee,

Dr. Donald deBethizy

Chairperson, Remuneration and Nomination Committee