Annual Report 2024

Annual Report 2024

Looking Forward

Increased disclosure

During our stakeholder outreach in relation to our proposed 2024 remuneration policy as well as the Proposed 2025 Remuneration Policy, we received feedback that the disclosure on STI and LTI in previous remuneration reports was not consistent with best practices. Consequently, stakeholders were not able to determine if and how pay-for-performance was embedded in our remuneration. To address this feedback, in the Proposed 2025 Remuneration Policy we therefore commit to a more detailed prospective disclosure for both the STI and LTI and retrospective disclosure against a threshold-target-maximum framework, including actual achievement and corresponding payout.

To showcase our commitment to address stakeholder feedback, this 2024 Remuneration Report contains the prospective disclosure on the STI and LTI for the Named Executive Officers despite the Proposed 2025 Remuneration Policy not having been approved yet.

STI

CEO

Distinction

Under the current 2021 Remuneration Policy, the annual STI opportunity for the CEO consists of an at-target opportunity of 60% of base pay, and a maximum opportunity of 120% of base pay. The Proposed 2025 Remuneration Policy does not include any change to the current founder CEO’s 2025 STI opportunity. Therefore, for 2025 the STI opportunity remains equal to 60% of base pay at target and a maximum payout of 120% of base pay.

In order to remain competitive in attracting, motivating and retaining any future Executive Director (including a future CEO), we target competitive remuneration levels in the Proposed 2025 Remuneration Policy. Therefore, and based on the Peer Group benchmark data, the annual STI opportunity for a future Executive Director will be up to 100% of base pay at target and a maximum payout of up to 200% of base pay.

The majority of the targets under the Proposed 2025 Remuneration Policy will be quantitative in nature and at least 50% of the total STI opportunity for an Executive Director will be linked to financial performance metrics. Qualitative targets will be milestone-based to the extent possible.

STI

The top priorities identified in 2025 for the CEO include delivering continued VYVGART growth, advancing the pipeline, further embedding our culture and innovation mission by making it everyone’s business and ensuring business continuity by having a succession plan in place for senior key leader. The following metrics apply for 2025, which will be reported in more detail along with their final assessment and payout as part of the remuneration report on financial year ended December 31, 2025, to be published in 2026.

STI – CEO

Performance metric

 

Target

 

Measurement (how the Board of Directors will evaluate the metric and why it has been chosen)

 

Threshold

 

Target

 

Max

Revenue (50%)

 

Deliver continued VYVGART growth

 

Annual operating budget revenue target delivered and successful PFS self-administration approval and launch in US

 

Targets and Executive Director achievement will be disclosed retroactively in the 2025 remuneration report

Pipeline (20%)

 

Advance the pipeline

 

MG combo clinical trial launched Q3

 

 

 

Nominate 2 new ARGX-xxx candidates and graduate 3 discovery projects to lead identification (PPD)

 

Innovation (20%)

 

Embed our culture and innovation mission

 

Champion key innovation projects

 

 

 

All variable pay eligible employees have 1x performance goal linked to innovation

 

 

 

Key innovations recognized, celebrated and cascaded throughout the Company

 

Scaling the argenx way (10%)

 

Talent development

 

Succession plan in place for key senior leaders

 

COO

The top priorities identified in 2025 for the COO include delivering continued VYVGART growth growth and leading digital transformation and scaling the argenx way. The following metrics apply for 2025, which will be reported in more detail along with their final assessment and payout as part of the remuneration report on financial year ended December 31, 2025, to be published in 2026.

STI – CFO

Performance metric

 

Target

 

Measurement (how the Board of Directors will evaluate the metric and why it has been chosen)

 

Threshold

 

Target

 

Max

Revenue (40%)

 

Deliver continued VYVGART growth

 

Annual operating budget revenue target delivered and successful PFS self-administration approval and launch in US

 

Targets and COO achievement will be disclosed retroactively in the 2025 remuneration report

Pipeline acceleration (20%)

 

Not disclosed

 

Not disclosed

 

Digital transformation (20%)

 

Embed our culture and innovation mission

 

Successful onboarding of Business Information Systems (BIS) leader and deliver on the BIS OGSM

 

Scaling the argenx (way 20%)

 

Talent development

 

Successful onboarding of key hires and leadership teams’ their OGSM

 

 

 

Elevate the operational excellence community to a leadership community and their OGSM delivered

 

CFO

The top priorities identified in 2025 for the CFO include delivering continued VYVGART growth, delivering profit and loss leadership and to further drive productivity. The following metrics apply for 2025, which will be reported in more detail along with their final assessment and payout as part of the remuneration report on financial year ended December 31, 2025, to be published in 2026.

STI – COO

Performance metric

 

Target

 

Measurement (how the Board of Directors will evaluate the metric and why it has been chosen)

 

Threshold

 

Target

 

Max

Revenue (30%)

 

Deliver continued VYVGART growth

 

Annual operating budget revenue target delivered and successful PFS self-administration approval and launch in US

 

Targets and CFO achievement will be disclosed retroactively in the 2025 remuneration report

P&L (25%)

 

Financial performance

 

Target effective tax rate in 2025 in line with annual operating budget

 

Digital transformation (25%)

 

Internal financial systems

 

Time required to close the quarter reduced by 50%

 

 

 

Annual operating budget process transformation

 

 

 

Financial accounts automation

 

Scaling the argenx way (20%)

 

Strategic organizational growth

 

Management headcount growth

 

LTI

PSU

During our stakeholder outreach in relation to our proposed 2024 remuneration policy, the vast majority of the feedback we received on the introduction of PSUs was positive. This was confirmed in the outreach relating to the Proposed 2025 Remuneration Policy. Irrespective of the Proposed 2025 Remuneration Policy being approved at 2025 General Meeting, we will introduce PSUs. The LTI grant will therefore consist of 50% stock options and 50% PSUs.

PSUs are granted on the last business day of June, i.e., on June 30 in 2025. PSUs have a 3-year performance period and in 2025 will therefore cover the period between January 1, 2025 and December 31, 2027. PSUs will have a 3-year cliff vest. The performance metrics will be challenging long-term goals essential for the Company’s success and will be set within the following framework:

  • at least 50% of the pay opportunity will be linked to financial performance metrics such as revenue growth;
  • at least 40% of the pay opportunity will be linked to innovation and pipeline development metrics, such as delivering clinical and regulatory milestones; and
  • up to 10% of the pay opportunity will be linked to people and culture metrics essential for sustainable, long-term value creation.

The grant value of the PSUs will be determined after publication of this Annual Report on June 30, 2025, in accordance with the determination methodology described under Section 3.4.4 “Total Named Executive Officer Remuneration — Equity”. Further details on the PSU grant will be included in the 2025 remuneration report, to be published in 2026.

2025 PSU grant performance metrics

The below performance metrics will apply to the 2025 PSU grant for all Named Executive Officers and all others members of Senior Management Team.

LTI – PSU grant performance metrics

Performance Metric

 

Target

 

Measurement (how the Board of Directors will evaluate the metric and why it has been chosen)

 

Threshold

 

Target

 

Max

Maximize the VYVGART opportunity (65%)

 

2027 annual revenue (50%)

 

Minimum product net sales of undisclosed amount

 

Targets and Executive Director achievement will be disclosed retroactively in the 2027 remuneration report, published in 2028

 

gMG Label Expansion (15%)

 

Seronegative gMG and ocular gMG approved by the FDA

 

Build a portfolio of breakthrough antibody-based products (15%)

 

FDA submissions (15%)

 

Undisclosed number of indications approved or submitted to the FDA

 

Ensure long-term sustainability as an independent company (10%)

 

Pipeline progression (10%)

 

Undisclosed number of pipeline assets into phase 2 and/or undisclosed number of additional pipeline assets IND/clinical trial application submitted

 

Scaling the argenx way (10%)

 

Talent retention (10%)

 

Three-year average voluntary employee turnover equal to or below 8%