Annual Report 2024

Annual Report 2024

Non-Executive Director Remuneration

Pursuant to the 2021 Remuneration Policy, the remuneration of the Non-Executive Directors consists of (i) a cash retainer fee calculated on the basis of their membership or chairpersonship of the Board of Directors and/or its committees, and (ii) a long-term equity incentive in the form of stock options and RSUs. One of the key points raised by stakeholders in respect of the 2021 Remuneration Policy was that granting stock options to Non-Executive Directors may be perceived as performance-based remuneration, potentially affecting the objectivity of our Non-Executive Directors.

To address this concern, the Company decided to no longer grant stock options to Non-Executive Directors as of 2024. Consequently, in 2024, the remuneration of the Non-Executive Directors consisted of cash retainer fees and RSUs. Our Proposed 2025 Remuneration Policy will formally reflect this change.

Total Non-Executive Director remuneration

The following table sets forth the information regarding the remuneration earned by the Non-Executive Directors during the year ended December 31, 2024:

Remuneration of Non-Executive Directors – Total

Name

 

Cash retainer fees earned or paid in cash
(in $)

 

Stock option awards
(in $)

 

RSU awards
(in $)1)

 

Total
(in $)

Mr. Peter Verhaeghe

 

117,500

 

–

 

474,734

 

592,234

Mr. Steve Krognes

 

85,000

 

–

 

474,734

 

559,734

Dr. Pamela Klein

 

70,000

 

–

 

474,734

 

544,734

Dr. Donald deBethizy

 

90,000

 

–

 

474,734

 

564,734

Anthony Rosenberg

 

82,500

 

–

 

474,734

 

557,234

James Daly

 

92,500

 

–

 

474,734

 

567,234

Camilla Sylvest

 

70,000

 

–

 

474,734

 

544,734

Dr. Ana Cespedes

 

70,000

 

–

 

474,734

 

544,734

Dr. Brian Kotzin

 

53,333

 

–

 

712,3242)

 

765,657

1)

There is a difference between the annual equity compensation target amount of $400,000 and the value at grant of $474,777. On the Reference Date, the annual equity compensation target amount of $400,000 was divided by the average closing price of the Company’s shares of $375.68 30 calendar days preceding the Reference Date. The Company’s share price on the grant date of June 28, 2024 was $445.76. The difference of $70.08 per share is explained by the share price increase in the intervening period primarily due to approval of VYVGART HYTRULO for CIDP in the U.S. by the FDA.

2)

Dr. Brian Kotzin joined the Board of Directors in May 2024 and pursuant to the 2021 Remuneration Policy and 2024 equity allocation scheme, he was eligible to a sign-on grant representing an additional 50% (equal to $200,000) of the Non-Executive Director annual equity compensation target amount.

Annual cash

The Board of Directors has set the annual cash retainer fees, including for members of the Audit and Compliance Committee, the research and development committee, the Remuneration and Nomination Committee and the commercial committee and, in each case, the additional remuneration for the respective chairperson as follows. In 2024, the annual cash retainer fees were at the 50th percentile of cash remuneration in the peer group for 2024 remuneration.

Remuneration of Non-Executive Directors – Cash

 

 

 

 

 

 

In $

Relevant body

 

Position

 

Fees in $

 

Mr. Peter Verhaeghe

 

Mr. Steve Krognes

 

Dr. Pamela Klein

 

Dr. Donald deBethizy

 

Anthony Rosenberg

 

James
Daly

 

Camilla Sylvest

 

Dr. Ana Cespedes

 

Dr. Brian Kotzin

Board of Directors

 

Chairperson

 

95,000

 

95,000

 

–

 

–

 

–

 

–

 

–

 

–

 

–

 

 

 

Member

 

60,000

 

–

 

60,000

 

60,000

 

60,000

 

60,000

 

60,000

 

60,000

 

60,000

 

40,000

Audit & Compliance Committee

 

Chairperson

 

25,000

 

–

 

25,000

 

–

 

–

 

–

 

–

 

–

 

–

 

–

 

Member

 

12,500

 

12,500

 

–

 

–

 

–

 

12,500

 

12,500

 

–

 

–

 

–

Remuneration & Nomination Committee

 

Chairperson

 

20,000

 

–

 

–

 

–

 

20,000

 

–

 

–

 

–

 

–

 

–

 

Member

 

10,000

 

10,000

 

–

 

–

 

–

 

–

 

–

 

–

 

10,000

 

–

Commercial committee

 

Chairperson

 

20,000

 

–

 

–

 

–

 

–

 

–

 

20,000

 

–

 

–

 

–

 

Member

 

10,000

 

–

 

–

 

–

 

–

 

10,000

 

–

 

10,000

 

–

 

–

Research & development committee

 

Chairperson

 

20,000

 

–

 

–

 

–

 

–

 

–

 

–

 

–

 

–

 

13,333

 

Member

 

10,000

 

–

 

–

 

10,000

 

10,000

 

–

 

–

 

–

 

–

 

–

Total

 

 

 

 

 

117,500

 

85,000

 

70,000

 

90,000

 

82,500

 

92,500

 

70,000

 

70,000

 

53,333

Equity compensation

In 2024, the Non-Executive Directors received only RSUs. The target amount of $400,000 was at the 50th percentile of the peer group for 2024 remuneration:

Remuneration of Non-Executive Directors – Equity

 

 

RSUs granted in 2024

 

 

Name

 

# RSUs

 

Key terms

 

Value at grant in $1)

 

Total

Mr. Peter Verhaeghe

 

1,065

 

RSUs granted in 2024 vest after 1 year and are subject to a 3-year holding period from the date of grant

 

474,734

 

474,734

Mr. Steve Krognes

 

1,065

 

 

474,734

 

474,734

Dr. Pamela Klein

 

1,065

 

 

474,734

 

474,734

Dr. Donald deBethizy

 

1,065

 

 

474,734

 

474,734

Anthony Rosenberg

 

1,065

 

 

474,734

 

474,734

James Daly

 

1,065

 

 

474,734

 

474,734

Camilla Sylvest

 

1,065

 

 

474,734

 

474,734

Dr. Ana Cespedes

 

1,065

 

 

474,734

 

474,734

Dr. Brian Kotzin

 

1,5982)

 

 

712,3242)

 

712,3242)

1)

There is a difference between the annual equity compensation target amount of $400,000 and the value at grant of $474,777. On the Reference Date, the annual equity compensation target amount of $400,000 was divided by the average closing price of the Company’s shares of $375.68 30 calendar days preceding the Reference Date. The Company’s share price on the grant date of June 28, 2024 was $445.76. The difference of $70.08 per share is explained by the share price increase in the intervening period primarily due to approval of VYVGART HYTRULO for CIDP in the U.S. by the FDA.

2)

Dr. Brian Kotzin joined the Board of Directors in May 2024 and pursuant to the 2021 Remuneration Policy and 2024 equity allocation scheme, he was eligible to a sign-on grant representing an additional 50% (equal to $200,000) of the Non-Executive Director annual equity compensation target amount.

Holding requirements

In 2023, the Company implemented the following holding requirements for Non-Executive Directors: 3x annual Board of Director membership retainer fees worth of Company stock for the duration of their role.

The minimum equity stake is required to be built up over a maximum of five years and continues to apply for the duration of their role and for at least two years after departure.

In the Proposed 2025 Remuneration Policy, the Company is further revising this. It is proposed that a Non-Executive Director is required to hold at least 5x annual Board of Director membership retainer fees (as at the date of this Annual Report USD 60,000) worth of Company stock for the duration of their role.

Severance arrangements

In the year ended December 31, 2024, no severance payments were granted to the Non-Executive Directors.

Non-Executive Director equity treatment on departure

In 2023, the Company updated the terms of the Equity Incentive Plan applicable to Non-Executive Directors, with respect to leaver rules. In particular, and following shareholder feedback on the potential negative impact of having multi-year service based vesting requirements for Non-Executive Director equity, the Equity Incentive Plan was updated to reflect that Non-Executive Directors will lose their unvested equity if they are dismissed at the general meeting, but not if they resign on their own initiative or if, at the end of their term, they do not apply for re-appointment.

In the proposed 2024 remuneration policy, the Company proposed a 1-year vest term combined with a 3-year post vest holding requirement. Despite the proposed 2024 remuneration policy not being approved in the 2024 General Meeting, we applied this updated vesting term and post-vest holding requirement to the RSUs granted to Non-Executive Directors in 2024 to address shareholder feedback. In the Proposed 2025 Remuneration Policy, the Company is further revising this. It is proposed that all RSUs granted will not be subject to any vesting conditions and that no RSUs may be sold until after the 4th anniversary of the grant date, except to the extent necessary to cover immediate tax obligations resulting from the grant.