NEO Remuneration in FY25
Base pay
After our annual comprehensive base pay review, the CEO, CFO and COO’s base pay increased from EUR 700,000 to EUR 732,000 ($827,160), $553,000 to $578,000 and CHF 594,000 to CHF 615,000 ($741,641), which is an increase of 4.6%, 4.5% and 3.5% respectively. These increases are determined in accordance with the Company’s global base pay increase principles and guidelines and are consistent with the methodology and base pay increases for employees across the organization. In addition, they reinforce our commitment to a balanced, performance-driven remuneration structure that supports sustainable long-term value creation, while maintaining fairness and transparency and taking into account annually performed scenario analyses including benchmarking exercises in setting total remuneration levels.
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 employee packages: pension contributions, a hospitalization insurance, a representation allowance and a company car. The Company pension contribution percentage of base pay for the CEO is equal to the Company pension contribution percentage for all employees in Belgium. For the COO, these included benefits customary in the Swiss market, and which are standard components of Switzerland-based employee packages: car allowance, lunch allowance, health insurance allowance, representation allowance and pension contributions. For the CFO, these included benefits customary in the U.S. market, and which are standard components of our U.S.-based employee packages: a company-administered health benefit plan and 401k plan.
Short Term Incentive Pay
The CEO, CFO and COO participated in the 2025 STIP with target opportunities of 60%, 40% and 50% of base pay, and maximum opportunities of 120%, 80% and 100% of base pay, respectively. In assessing performance against the Company’s 2025 business plan, the Board determined that the NEOs delivered a strong year of execution, resulting in STIP outcomes of 150% of target for the CEO and CFO and 175% for the COO.
Specifically for the CEO, he delivered strong performance against the measures. He exceeded the annual operating budget revenue targets, successfully executing the PFS launch in the U.S., resulting in achieving the maximum opportunity for the revenue goal. Target achievement was reached for the pipeline goal as the MG combination clinical trial was launched and 3 new candidates were nominated and 3 new molecules graduated. The Innovation goal was also met at target through championing key innovation projects and embedding innovation goals into the performance targets of employees. Lastly, succession plans for key senior leaders as well as the CEO succession were accomplished at target for scaling the argenx way goal to secure long-term leadership strength & organizational capabilities. The overall strong performance resulted in a total weighted achievement of 150% of target opportunity.
Specifically for the CFO. he delivered a strong performance against the measures. He also exceeded the annual operating budget revenue targets, successfully executing the PFS launch in the US, resulting in achieving the maximum opportunity for the revenue goal. Maximum opportunity was also achieved for making substantial progress on the digital finance transformation goal, including reductions in financial closing timelines, automation of financial processes and transforming the planning cycle. Target achievement was reached for the P&L goal by effectively managing the Company’s tax commitments and managing headcount growth within the approved budget parameters, supporting disciplined scaling for scaling the argenx way goal. The overall strong performance resulted in a total weighted achievement of 150% of target opportunity.
Specifically for the COO, she delivered a very strong performance against the measures. Just like the CEO and CFO, she exceeded the annual operating budget revenue targets, successfully executing the PFS launch in the US, resulting in achieving the maximum opportunity for both the revenue and pipeline acceleration goals. Maximum opportunity was also achieved for operational and digital transformation priorities, including the successful onboarding of the BIS leaders and execution of key transformation objectives. Lastly, critical leadership hires were successfully onboarded and operational excellence initiatives were embedded to accelerate novel therapies to patients, resulting in target achievement for scaling the argenx way goal. The overall very strong performance resulted in a total weighted achievement of 175% of target opportunity.
The Board considers the selected performance metrics to remain the most appropriate measures of NEO performance, as they reflect the Company’s key strategic, operational and financial priorities. The tables below outline the targets set and the corresponding achievements for each NEO.
CEO 2025 STIP
Performance Metric and Weighting |
|
Measurement |
|
Threshold |
|
Target |
|
Max |
|
Achievement |
|
Vesting |
|
Actual pay-out |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue (50%) |
|
|
|
80% of annual operating budget target |
|
100% annual operating budget |
|
120% annual operating budget |
|
120% annual operating budget |
|
100% |
|
496,296 |
Pipeline (20%) |
|
|
|
|
|
|
|
|
|
|
|
20% |
|
99,259 |
Innovation (20%) |
|
|
|
|
|
|
|
|
|
|
|
20% |
|
99,259 |
Scaling the argenx way (10%) |
|
|
|
No plan in place |
|
Plan in place |
|
N/A |
|
Plan in place |
|
10% |
|
49,630 |
CFO 2025 STIP
Performance Metric and Weighting |
|
Measurement |
|
Threshold |
|
Target |
|
Max |
|
Achievement |
|
Vesting |
|
Actual pay-out |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue (30%) |
|
|
|
80% of annual operating budget |
|
100% annual operating budget |
|
120% annual operating budget |
|
120% annual operating budget |
|
60% |
|
138,720 |
P&L (25%) |
|
|
|
Effective tax rate 5% higher than annual operating budget |
|
Effective tax rate in line with annual operating budget |
|
Effective tax rate 5% lower than annual operating budget |
|
Effective tax rate in line with annual operating budget |
|
25% |
|
57,800 |
Digital transformation (25%) |
|
|
|
2/3 metrics achieved |
|
3/3 metrics achieved |
|
Significant additional digitalization achieved beyond the 3/3 metric achieved |
|
Significant additional digitalization achieved beyond the 3/3 metric achieved |
|
45% |
|
104,040 |
Scaling the argenx way (20%) |
|
|
|
Headcount growth >105% of annual operating budget |
|
Headcount growth <102% of annual operating budget |
|
N/A |
|
Headcount growth >105% of annual operating budget |
|
20% |
|
46,240 |
COO 2025 STIP
Performance Metric and Weighting |
|
Measurement |
|
Threshold |
|
Target |
|
Max |
|
Achievement |
|
Vesting |
|
Actual pay-out |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Revenue (40%) |
|
|
|
80% of annual operating budget |
|
100% annual operating budget |
|
120% annual operating budget |
|
120% annual operating budget target |
|
80% |
|
296,656 |
Pipeline Acceleration (20%) |
|
|
|
FDA acceptance |
|
|
|
|
|
|
|
40% |
|
148,328 |
Digital transformation (20%) |
|
|
|
50% of the BIS OGSM measures delivered |
|
Onboarded and delivered per annual operating budget AND |
|
Onboarded and delivered per annual operating budget AND |
|
|
|
35% |
|
129,787 |
Scaling the argenx way (20%) |
|
|
|
N/A |
|
Accomplished |
|
N/A |
|
Accomplished |
|
20% |
|
74,164 |
2026 STIP
The majority of the targets will be quantitative in nature and at least 50% of the total STIP opportunity for the NEO will be linked to financial performance metrics. Qualitative targets will be milestone-based to the extent possible. For the 2026 STIP, the targets chosen are:
CEO: Performance Metric, Target Area and Weighting |
|
Measurement |
|---|---|---|
Deliver continued VYVGART growth (50%) |
|
2026 financial plan revenue target delivered |
Pipeline Acceleration (25%) |
|
|
Successful CEO transition (25%) |
|
|
The STIP for the current CEO Tim Van Hauwermeiren will be pro-rated for time and performance until his resignation as CEO at the 2026 General Meeting.
CFO: Performance Metric, Target Area and Weighting |
|
Measurement |
|---|---|---|
Deliver continued VYVGART growth (50%) |
|
2026 financial plan revenue target delivered |
Capital allocation for long-term sustainable growth (25%) |
|
Not disclosed |
Champion digitization, automation, simplification and AI (10%) |
|
Simplify and digitize financial processes |
Scaling the argenx way (15%) |
|
Headcount growth (15%) |
COO: Performance Metric, Target Area and Weighting |
|
Measurement |
|---|---|---|
Deliver continued VYVGART growth (50%) |
|
2026 financial plan revenue target delivered |
Pipeline Acceleration (25%) |
|
|
Scaling the argenx way (15%) |
|
Headcount growth (15%) |
Successful CEO transition (10%) |
|
|
The Company will disclose the actual targets set on a threshold, target and maximum basis and achievements in the 2026 remuneration report, in line with the disclosure on the 2025 STIP achievements.
LTIP
1. Awards Vesting in 2025:
Under the 2021 Remuneration Policy as part of the long-term variable pay the CEO received RSUs and stock option grants. As these had various vesting schedules, please refer to the tables included in Section 3.4.8 "Stock Option Overview” below for the disclosure on the value of these awards vesting in 2025.
2. Awards Granted in 2025:
As per our 2025 Remuneration Policy, non-performance equity (RSUs) has been phased out of the LTIP. The following information sets out the number, value and key terms of LTIP awards granted to the CEO in 2025. Notably, both stock options and PSUs are based on three-year vesting schedules as included in our 2025 Remuneration Policy.
- Stock Options: The number of stock options was calculated by dividing the target value through the then applicable Black-Scholes value based on 30 calendar days preceding the 15th day of the month in which the grant occurs (the Reference Date), rounded up to the nearest whole number. The stock options granted on June 30, 2025 to the CEO have an exercise price of €479.30 / $561.74.
- PSUs: The numbers of PSUs was calculated by dividing the target value through the average closing price 30 calendar days preceding the Reference Date, rounded up to the nearest whole number.
- Target Value: Using the above methodology, the total LTIP target grant was valued at $5,790,000, $3,395,000, and $3,895,000 which is 7.0, 5.9 and 5.3 times the CEO’s, CFO’s and COO’s base salaries, respectively. The CEO and CFO received their respective equity grants converted into a number of stock options and PSUs on the Reference Date of the 30-days average share price of 510.88 EUR/$569.17 per share preceding the Reference Date and the Black-Scholes model fair market value of 172.92 EUR/$192.65 per stock option. Consequently, 15,027, 8,812, 10,110 stock options (50% of the LTIP grant) and 5,085, 2,983, 3,423 PSUs (50% of the LTIP grant) were granted to the CEO, CFO and COO, respectively.
- NB: Relevant for CEO only as he is a Belgian beneficiary: these amounts do not reflect the actual economic value realized by the beneficiary. Amounts included represent the expenses with respect to the assumptions used in the Black-Scholes model which differ between Belgian beneficiaries versus non-Belgian beneficiaries, resulting in the CEO’s stock based compensation expenses being higher than other beneficiaries. For a description of the assumptions used, refer to “Note 13 Share-Based Payment” in Section 6 “Consolidated Financial Statements” which are included to our Annual Report for the period ended December 31, 2025.
PSUs
Together with the rest of the Senior Management Team, the CFO and the COO Karen Massey, who is envisaged to be elected as an Executive Director during the 2026 General Meeting and subsequently transition into the role of CEO, are eligible to receive a PSU grant in 2026.
The current CEO, Tim van Hauwermeiren, will not receive a pro-rated PSU grant for 2026 in connection with his transition into the role of Non-Executive Director and Chairperson of the Board of Directors at the 2026 General Meeting.
The four measures of the 2026–2028 PSUs are based on the following principles:
- 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 progression 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.
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 (50%) |
|
2028 annual revenue |
|
Minimum product net sales of undisclosed amount |
|
Targets and Executive Director achievement will be disclosed retroactively in the 2028 remuneration report, published in 2029 |
||||
Pipeline progression (40%) |
|
(s)BLA Approvals (in addition to potential Seronegative gMG and Ocular MG) (20%) |
|
Undisclosed number of new approvals |
|
|||||
|
Phase (ii) Progression and/or IND / CTA Assets Submissions (20%) |
|
Undisclosed number of new pipeline assets into phase 2 and/or undisclosed number of new additional pipeline assets IND / clinical trial application submitted |
|
||||||
Scaling the argenx way (10%) |
|
Talent retention |
|
Three-year average voluntary employee turnover equal to or below 6.5% (target) or equal to or below 8.5% (floor) |
|
|||||
Shareholding Requirements
The remuneration policy requires an Executive Director to build up a shareholding requirement 6x their base pay. On December 31, 2025, the CEO is in compliance with this requirement.
Clawback policy
In the year ended December 31, 2025, no variable remuneration was clawed back and no variable remuneration was adjusted (retroactively).
Looking Forward – Mr Van Hauwermeiren
2026 CEO position
As Tim Van Hauwermeiren will be treated as a good leaver, his anticipated CEO remuneration for 2026 will be delivered in accordance with the provisions of the 2025 Remuneration Policy and is outlined below:
- Treatment of base pay: The annual base pay for 2026 will be paid, pro-rated, up to and including the date of his resignation as CEO at the 2026 General Meeting. This is expected to amount to EUR 261,665, being a 126 day pro-rated pay out of the full 2026 base pay of EUR 758,000.
- Treatment of 2026 STI: The 2026 STI will be paid on a pro-rated basis up to and including the date of his resignation as CEO at the 2026 General Meeting. Achievement and pay-out will be determined on the date of resignation at the 2026 General Meeting and will occur shortly thereafter to facilitate his full transition into a Non-Executive Director and chairperson of the Board of Directors. Since at the date of this 2025 Remuneration Report the performance period is still running until May 6, 2026, disclosure will be included in the 2026 remuneration report, available in the 2027 annual report.
- Treatment of 2025 LTI: All unvested equity other than PSUs will immediately and fully vest at the time of the 2026 General Meeting. The PSUs granted in 2025 will remain subject to their normal three-year performance period and will vest in 2027, based on performance and pro-rated for time served as CEO in the calendar years 2025 and 2026 (up to and including the date of his resignation as CEO at the 2026 General Meeting). The achievement and pay-out will be determined based on the information available to us on May 6, 2026 and the actual vesting and pay-out will occur at the end of the three-year performance period in 2027. Disclosure will be included in the 2027 remuneration report, available in the 2028 annual report.
- Treatment of 2026 LTI: Tim Van Hauwermeiren will not receive a new pro-rated LTI for 2026, including both stock options and PSUs. He will therefore not receive any new LTI for the time he serves as CEO in 2026.
After approval by the 2026 General Meeting, Tim Van Hauwermeiren’s remuneration arrangements as Non-Executive Chair will be in accordance with the 2025 Remuneration Policy.
Non-Executive Director and chairperson of the Board of Directors
After approval of his appointment as Non-Executive Director by shareholders at the 2026 General Meeting, Mr Van Hauwermeiren’s remuneration arrangements as Non-Executive Director and chairperson of the Board of Directors will, in accordance with the 2025 Remuneration Policy, be as follows:
- Cash retainer fees: $115,333, consisting of $53,333 for his Non-Executive Director membership of the Board of Directors, $53,333 for the role of chairperson of the Board of Directors, $8,667 for his Research & Development Committee membership and $8,667 for Remuneration and Nomination Committee. These fees are benchmarked at the 50th percentile of cash remuneration in the 2025 Peer Group.
- Annual equity grant: $400,000 in the form of RSUs, which amount is benchmarked at the 50th percentile of the 2025 Peer Group.