Not independent
Tenure on this board
0.9 yrs
9 nominees · 3 ballot items.
Elect eight directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent registered public accounting firm.
Elect eight directors to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Incyte’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its executive pay program, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives and equity-based awards (performance shares, options and RSUs). The compensation program is presented as designed to attract and retain senior leadership during a pivotal period of pipeline advancement and commercial expansion, aligning incentives with long-term shareholder value through multi-year performance share vesting (TSR-relative metrics) and time-based awards. The Compensation Committee, composed entirely of independent directors, recommends a FOR vote and justifies it by pointing to market benchmarking, use of independent consultants, clawback policies, equity ownership guidelines, and the large proportion of at-risk compensation. The proxy discloses significant one-time sign-on and inducement awards for the CEO and other executives, robust severance/change-in-control protections, and mechanisms that may accelerate vesting in certain events — aspects that some investors may scrutinize. Given the extensive disclosure of target pay, performance metrics, governance controls, and rationale, management frames the advisory vote as an endorsement of the overall compensation framework and its implementation in 2025.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAKER BROS. ADVISORS LP | 15.39% | 30,744,412 | $2.9B |
| 2 | DODGE COX | 6.13% | 12,252,356 | $1.2B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.47% | 10,930,066 | $1.0B |
| 4 | STATE STREET CORP | 4.83% | 9,641,384 | $907M |
| 5 | BlackRock, Inc. | 4.22% | 8,428,716 | $793M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.88% | 7,759,183 | $730M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.83% | 5,647,816 | $521M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.08% | 4,153,612 | $389M |
| 9 | LSV ASSET MANAGEMENT | 1.96% | 3,920,056 | $369M |
| 10 | BlackRock, Inc. | 1.93% | 3,850,954 | $362M |
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