Remuneration Policy
Summaries for each approved policy, which guided our backward-looking and forward-looking pay decisions during the year-under-review are below. For more details on these policies, please refer to the below links provided
Executive Director Remuneration Policy
Executive Director Remuneration Policy
Pay Element |
|
2021 Remuneration Policy
(77% approval) |
|
2025 Remuneration Policy
(approx. 96% approval) |
Base Pay |
|
- Set at or around the 50th percentile of U.S. peer group for U.S.-based executives, and around the 75th percentile of EU peer group for EU-based executives.
|
|
- Targets the 50th percentile of the Executives in the peer group.
|
Benefits and Pension |
|
- Customary fringe benefits including pension contributions, hospitalization and disability insurance, severance arrangement, company car, phone, and laptop.
|
|
- Benefits and pension contributions aligned with those of other employees within the same legal entity and in accordance with local market practice.
|
Short-Term Incentive |
|
- Cash-based target STI for CEO is 60% of base pay at 100% target achievement; maximum payout of 120% of base pay.
- Typically 60% of targets related to quantitative targets (building the business) and 40% of targets related to qualitative targets (building the organization). Target mix was not fixed.
|
|
- Quantum unchanged from 2021 Remuneration Policy.
- Majority of targets are quantitative and at least 50% of STI linked to financial performance targets. Qualitative targets will be milestone-based to the extent possible.
|
Long-Term Incentive |
|
- 100% time-based LTI (no performance conditions). Plan consisting of time-based stock options and time-based RSUs.
- No cap on LTI opportunities included.
- Stock options vest 1/3 after 1 year and then in monthly installments until the end of the 3-year period. RSUs vest 25% on each anniversary of the grant date.
|
|
- 100% risk-based; LTI with no less than 50% PSUs and no more than 50% stock options.
- The annual LTIP opportunity is 7x base pay at target / 10x at maximum.
- As of 2026, stock options and PSUs have a 3-year cliff vesting period; no equity vests before the end of the 3 years.
|
Shareholding Requirements |
|
- No shareholding requirements.
|
|
- Equal to 6x annual base pay in the form of company equity (excluding non-vested RSUs/PSUs and stock options), to be built up over a maximum of five years.
|
Clawback provisions |
|
|
|
- Clawback policy in place applicable to variable remuneration paid out on the basis of financial information which is subsequently restated.
|
Recruitment Provisions |
|
- Board may grant additional 1x regular equity grant as sign-on award.
|
|
- May offer buyout awards to compensate for value lost by changing employers.
|
Leaver Provisions |
|
- No explicit leaver provisions.
|
|
- STIP: Legacy provision for current Executive Director to be pro-rated for time and performance upon termination. For any other Executive Director, there will be no STI payout unless in service on 31 December of that performance year.
- LTIP: Legacy provision for current Executive Director provides for immediate and full vesting at time of termination, except for the PSUs. For any other Executive Director, upon leaving the Company, unvested stock options and PSUs are forfeited without compensation. During performance period other than dismissal for cause or underperformance, vesting of PSUs will be pro-rated for time and performance at the end of 3-year performance period.
|
Peer Group |
|
- Reference group includes European and U.S.-based integrated, commercial-stage life science companies. Selected for comparability in size, activities and market presence
|
|
- Reference group comprises European and U.S.-based commercial-stage biopharmaceutical companies selected for comparability in innovation focus, global reach, size (revenue and market value relative to argenx), market presence and public listing.
|
Non-Executive Director Remuneration Policy
Non-Executive Director Remuneration Policy
Pay Element |
|
2021 Policy (77% approval) |
|
2025 Policy (96% approval) |
Cash |
|
- Benchmarked regularly fees could be adjusted as necessary based on regular benchmarking exercises to ensure continued fair and competitive remuneration.
|
|
- Annual cash retainer fee targets the 50th percentile of the peer group and benchmarked annually. 2025 Board of Directors membership fee: $60k per year, with additional $59.5k for the chairperson. Committee members receive (depending on the committee) $10,000–12,500 for membership or $20,000–25,000 for chairmanship.
|
Equity |
|
- Share options and/or restricted share units in an amount that is at or around the 50th percentile of the U.S. companies in our reference group. Per 2021, we granted 2,700 stock options and 600 RSUs to each Non-Executive Director. Equity granted was adjusted on the basis of benchmark outcomes and in consideration of developments in the composition of equity incentives offered by argenx to key persons outside the Board of Directors, including company employees.
- RSUs vest over 4 years and stock options vesting over 3 years.
- Since 2024, stock options no longer granted to Non-Executive Directors to avoid any perceived effect on independence; switched to granting RSUs.
|
|
- Annual equity grant of $400,000 in the form of restricted shares with no vesting conditions, targeting the 50th percentile of the peer group and subject to annual review. No shares 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 vest.
- Restricted shares are not subject to vesting conditions. 4-year holding requirement for equity grants (except sales to cover immediate tax obligations).
|
Shareholding Requirements |
|
- No shareholding requirements.
|
|
- Holding of 5x annual Board of Director membership retainer fees (as at the date of the 2025 Remuneration Policy, the annual retainer fee was $60,000), to be built over a period of 5 years.
|
Special travel allowance |
|
- No special travel allowance.
|
|
- Special travel allowance of $5,000 for in-person attendance at each board meeting held outside of a Non-Executive Director’s official continent of residence.
|
Reference Peer Group
Selection Criteria
The argenx peer group is based on the following selection criteria:
- Sector (Biopharmaceutical companies, excluding diagnostics and animal health companies);
- Innovation focus (at least 25% of revenue is spent on R&D);
- Global reach (generates product revenues both within and outside the US);
- Revenue (1/4x – 4x of our annual revenue);
- Market capitalization (1/4x – 4x of our 30-day average market cap on the last business day prior to the date of the Company-wide grant in June); and
- Listing location (listed on a major US Stock Exchange).
If there are fewer than 15 companies meeting all six criteria, the peer list will be supplemented with companies that meet all but one criterion with the least relevant criterion dropped first, in the order as displayed above (from most to least relevant).
For the 2025 Peer Group that was selected in Q3 2025, we made adjustments to our benchmarking methodology. In response to shareholder feedback, we shifted the US listing criterion from the second most important criterion to the criterion with the least significance. This resulted in an increase from 26.67% European peers in the 2025 Peer Group to 40% European peers in the 2025 Peer Group.
The 2025 Peer Group was composed of the following global reference companies
- US Companies: Alnylam Pharmaceuticals, Biogen, BioMarin Pharmaceutical, Incyte, Insmed, Moderna, Regeneron Pharmaceuticals, Sarepta Therapeutics, Vertex Pharmaceuticals.
- European Companies: Ascendis Pharma, BeOne Medicines, BioNTech, Genmab, Jazz Pharmaceuticals, UCB.
Each year, the Remuneration and Nomination Committee will validate the peer group to ensure its relevance and the Remuneration and Nomination Committee may recommend adjustments to the Board of Directors, if deemed necessary.
