DEF 14A 1 a2243134zdef14a.htm DEF 14A

Use these links to rapidly review the document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

INCYTE CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

GRAPHIC


Table of Contents

GRAPHIC


Table of Contents

GRAPHIC

Incyte Corporation
1801 Augustine Cut-Off
Wilmington, Delaware 19803

Notice of Annual Meeting of Stockholders

Wednesday, May 26, 2021

1:00 PM Eastern Daylight Time

1815 Augustine Cut-Off, Wilmington, Delaware 19803*


To the Stockholders of Incyte Corporation:

The Annual Meeting of Stockholders of Incyte Corporation, a Delaware corporation (the "Company"), will be held at the Company's offices located at 1815 Augustine Cut-Off, Wilmington, Delaware 19803, on Wednesday, May 26, 2021, at 1:00 PM Eastern Daylight Time, for the purposes specified below:

Purposes:

1.
Elect eight directors to serve until the 2022 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified;

2.
Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers;

3.
Approve amendments to the Company's Amended and Restated 2010 Stock Incentive Plan;

4.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2021; and

5.
Transact such other business as may properly come before the Annual Meeting of Stockholders and any postponement or adjournment of the Annual Meeting.
Record Date:   March 29, 2021—Stockholders of record as of the close of business on March 29, 2021 are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

It is important that your shares be represented at this meeting. Even if you plan to attend the meeting, we hope that you will vote as soon as possible. Voting now will ensure your representation at the Annual Meeting regardless of whether you attend in person. You may vote over the internet, by telephone or by mailing the enclosed proxy card or voting instruction form. Please review the instructions on pages 1 and 99 of the attached Proxy Statement and your proxy card or voting instruction form regarding each of these voting options.


 

 

By Order of the Board of Directors

 

 

GRAPHIC
    Maria E. Pasquale

    Secretary

April 16, 2021

 

 

   

*
We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. If stockholder attendance is not permitted or we determine that it is not in the best interest of our employees, stockholders and community to permit stockholder attendance, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so via a press release, and will post details on how to participate on our website and file additional proxy materials with the SEC.

Table of Contents

Table of Contents

1

Proxy Statement Summary

2

Performance Highlights

6

Corporate Governance Highlights

8

Stockholder Engagement

10

Executive Compensation Highlights

12

Global Responsibility

23

Readiness and Response to COVID-19

26

Proposal 1 Election of Directors

31 Board Committees

34 Compensation of Directors

37 Corporate Governance

45

Proposal 2 Advisory Vote to Approve Executive Compensation

46 Executive Compensation

  51

Compensation Discussion and Analysis

  67

Compensation Committee Report

  68

Executive Compensation Tables

79 CEO Pay Ratio

80 Equity Compensation Plan Information

81 Report of the Audit and Finance Committee of the Board

82

Proposal 3 Amend the Amended and Restated 2010 Stock Incentive Plan

92

Proposal 4 Ratification of Independent Registered Public Accounting Firm

93

Security Ownership of Certain Beneficial Owners and Management

96

Other Matters

98

Frequently Asked Questions

A-1

Appendix A: Note Regarding Forward-Looking Statements


GRAPHIC


 


Proxy Statement 2021   |  i

Table of Contents

Proxy Statement Summary

Meeting Information

Time and Date:

Place:


Record Date:

Admission:




Mail Date:
  1:00 PM EDT, May 26, 2021

1815 Augustine Cut-Off*
Wilmington, DE 19803

March 29, 2021

Please follow the instructions
contained in this Proxy
Statement

The Proxy Availability Notice will be mailed to stockholders on or about April 16, 2021
      GRAPHIC

Voting Matters

PROPOSAL
   
  BOARD'S VOTING
RECOMMENDATION


1

 

Election of Directors

 

GRAPHIC  FOR
each Nominee

2

 

Advisory Vote to Approve Executive Compensation

 

GRAPHIC  FOR

3

 

Amend the Amended and Restated 2010 Stock Incentive Plan

 

GRAPHIC  FOR

4

 

Ratification of Independent Registered Public Accounting Firm

 

GRAPHIC  FOR

How to Vote

You may vote using any of the following methods:


GRAPHIC

 

GRAPHIC

 

GRAPHIC

 

GRAPHIC

INTERNET

 

TELEPHONE

 

MAIL

 

IN PERSON

Stockholders of record may vote
online at
www.envisionreports.com/INCY

 

Stockholders of record
may call toll-free
1-800-652—VOTE (8683)

 

Follow the instructions in your
proxy materials.

 

You may obtain directions to the Annual Meeting by contacting our Company's Investor Relations Department at (302) 498-6700.

   

*
We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. If stockholder attendance is not permitted or we determine that it is not in the best interest of our employees, stockholders and community to permit stockholder attendance, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so via a press release, and will post details on how to participate on our website and file additional proxy materials with the SEC.


GRAPHIC


 


Proxy Statement 2021   |  1

Table of Contents

Performance Highlights

2020 was a year of outstanding achievements at Incyte. We announced FDA approvals for three new medicines, and we navigated the COVID-19 pandemic with agility and resilience.

GRAPHIC

We reported total product and royalty revenues of $2.5 billion for the full year 2020, representing an 18% increase over 2019, and we now have six approved products and a strong balance sheet, illustrating the benefits of our strategy targeting diversification and growth.

Net sales of our largest product, Jakafi® (ruxolitinib), grew at an annual rate of 15%, reaching $1.94 billion for the year, with growth seen across all three approved indications.

New product launches and an increasing contribution from royalties from our licensed products added to momentum in 2020. The U.S. launch of Pemazyre® (pemigatinib) has been successful, and the physician reception of Monjuvi® (tafasitamab-cxix), launched in collaboration with MorphoSys in August last year, has been very encouraging as we build the brand for the future. In the U.S., Monjuvi revenues are recognized by MorphoSys and are included in collaboration profit or loss sharing on our consolidated statement of operations.

We receive royalties on Jakavi® (ruxolitinib) and Tabrecta® (capmatinib), commercialized by Novartis, and on Olumiant® (baricitinib), commercialized by Lilly, and total royalties grew 28% in 2020 to reach almost $400 million.

GRAPHIC


(1)
Monjuvi revenues are recognized by MorphoSys and included in our collaboration loss sharing line item on our consolidated statement of operations in our Annual Report on Form 10-K for the year ended December 31, 2020.
(2)
Totals may not add due to rounding.

We operate in two therapeutic areas that are defined by the indications of our approved medicines and the diseases for which our clinical candidates are being developed. The first therapeutic area is Hematology/


2   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Performance Highlights

Oncology, which is comprised of Myeloproliferative Neoplasms (MPNs) and Graft-Versus-Host Disease (GVHD), as well as solid tumors and hematologic malignancies. Our second therapeutic area is Inflammation and Autoimmunity (IAI), which includes our newly established Dermatology commercial franchise.

We are also eligible to receive milestones and royalties on molecules discovered by us and licensed to third parties.

We achieved numerous important milestones in 2020 and during 2021 to date, and these are summarized in the graphic below and described in more detail thereafter.

GRAPHIC

GVHD = graft-versus-host disease; MF = myelofibrosis; DLBCL = diffuse large B-cell lymphoma; CCA = cholangiocarcinoma; BTC = biliary tract cancer; SCAC = squamous cell anal carcinoma; NHL = non-Hodgkin lymphoma; NSCLC = non-small cell lung cancer; AD = atopic dermatitis; IAI = inflammation and autoimmunity.

Myeloproliferative Neoplasms (MPNs) and Graft-Versus-Host Disease (GVHD)

Jakafi® (ruxolitinib) is approved in the U.S. for the treatment of adults with intermediate or high-risk myelofibrosis, the treatment of adults with polycythemia vera who have had an inadequate response to or are intolerant of hydroxyurea and for the treatment of steroid-refractory acute GVHD in adult and pediatric patients 12 years and older. Net sales of Jakafi grew at an annual rate of 15%, reaching $1.94 billion for the year, with growth seen across all three indications.       GRAPHIC

The REACH3 Phase 3 trial of ruxolitinib in patients with steroid-refractory chronic GVHD met its primary endpoint of superior overall response rate at month 6 and achieved statistically significant and clinically meaningful improvements in both key secondary endpoints, the modified Lee chronic GVHD symptom scale and failure free survival. The safety profile of ruxolitinib was consistent with previously reported studies of ruxolitinib in GVHD.

The success of the REACH3 trial represents the largest randomized pivotal trial with positive results in this patient population, as was the success of the randomized REACH2 trial in patients with acute GVHD, as described last year. The sNDA seeking FDA approval of ruxolitinib in patients with steroid-refractory chronic GVHD is now under Priority Review at the FDA with a decision expected in June 2021.


GRAPHIC


 


Proxy Statement 2021   |  3

Table of Contents

Performance Highlights

We are also developing multiple programs beyond ruxolitinib monotherapy to improve and expand therapeutic options for patients with myeloproliferative neoplasms (MPNs) as part of our Leadership In MPNs BEyond Ruxolitinib (LIMBER) initiative. We are evaluating combinations of ruxolitinib with other therapeutic modalities, as well as developing a once-a-day formulation of ruxolitinib for potential use as monotherapy and combination therapy. This new formulation of ruxolitinib is currently in stability testing and is expected to be submitted to the FDA early next year, with an FDA decision expected late in 2022.

Based on positive Phase 2 data presented in 2020, we have opened two pivotal trials of ruxolitinib in combination with parsaclisib (PI3Kd) in first-line myelofibrosis (MF; LIMBER-313) and in MF patients with a suboptimal response to ruxolitinib monotherapy (LIMBER-304).

Additional Phase 2 trials combining ruxolitinib with investigational agents from our portfolio such as INCB57643 (BET) and INCB00928 (ALK2) in patients with MF are in preparation, and additional discovery and development initiatives are also ongoing within the LIMBER program, which are evaluating both internally-discovered compounds, including itacitinib (JAK1), and candidates from collaboration partners.

Other Hematology and Oncology

The FDA approved Monjuvi® (tafasitamab-cxix) for the treatment of patients with relapsed or refractory diffuse large B-cell lymphoma (r/r DLBCL) in August last year, based on data from the L-MIND trial.       GRAPHIC

Momentum is strong behind the U.S. launch of Monjuvi, with good uptake in both academic and community settings and illustrated by the market share gained in the first several months since launch.

Updated data from L-MIND form part of the data dossier submitted to the European Medicines Agency (EMA) seeking approval of Monjuvi in Europe for the treatment of patients with r/r DLBCL.

We are also investigating tafasitamab in B-cell malignancies in a number of ongoing and planned combination trials. The Phase 3 inMIND trial evaluating tafasitamab plus lenalidomide and rituximab (R-squared) versus R-squared in patients with relapsed or refractory follicular or marginal zone lymphoma is recruiting patients, and the Phase 3 frontMIND trial of tafasitamab plus lenalidomide and R-CHOP versus R-CHOP as a first-line treatment for in patients with DLBCL is expected to open for recruitment in the coming months.

The FDA approved Pemazyre® (pemigatinib) a selective fibroblast growth factor receptor (FGFR) inhibitor, for the treatment of adults with previously treated, unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or other rearrangement as detected by an FDA-approved test. Pemazyre is the first and only FDA-approved treatment for this indication.       GRAPHIC

The U.S. launch of Pemazyre has been successful and, in March, we announced that Pemazyre was approved in both Europe and Japan. The European Commission approved Pemazyre for the treatment of adults with unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or rearrangement that is relapsed or refractory, after at least one line of systemic therapy and was approved in Japan for the treatment of patients with unresectable biliary tract cancer (BTC) with a fibroblast growth factor receptor 2 (FGFR2) fusion gene, worsening after cancer chemotherapy.

Iclusig® (ponatinib) is approved in Europe for the treatment of certain of adult patients with chronic phase, accelerated phase or blast phase CML or the treatment of certain adult patients with Ph+ ALL. Iclusig sales grew 17% to $105 million in 2020.       GRAPHIC

In addition to our commercialized product portfolio, we also have late-stage assets under development.

In December 2020, data from three ongoing Phase 2 studies evaluating parsaclisib (PI3Kd) for the treatment of patients with relapsed or refractory follicular (CITADEL-203), marginal zone (CITADEL-204) and mantle cell


4   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Performance Highlights

(CITADEL-205) lymphomas were presented at ASH 2020. Data from the CITADEL program are expected to form the basis of an NDA seeking FDA approval of parsaclisib, which is expected to be submitted in the second half of 2021.

In January 2021, we announced that the FDA had accepted for Priority Review our Biologics License Application (BLA) for retifanlimab (PD-1) as a treatment for previously treated patients with advanced squamous cell carcinoma of the anal canal (SCAC) who have progressed following standard platinum-based chemotherapy. The FDA decision is expected in July 2021. The BLA submission was based on data from the Phase 2 POD1UM-202 trial evaluating retifanlimab in previously treated patients with advanced SCAC who have progressed following standard platinum-based chemotherapy; the Phase 3 POD1UM-303 trial in patients with SCAC is underway.

Inflammation and AutoImmunity (IAI) / Dermatology

We recently established Incyte Dermatology as a new commercial franchise in the U.S., in anticipation of the potential FDA approval of rux-olitinib cream for use in patients with mild-to-moderate atopic dermatitis.       GRAPHIC

Ruxolitinib cream is a potent, selective inhibitor of JAK1 and JAK2 that provides the opportunity to directly target diverse pathogenic pathways that underlie certain dermatologic conditions, including atopic dermatitis, which is a form of eczema, and vitiligo.

The Phase 3 TRuE-AD program of ruxolitinib cream in patients with atopic dermatitis was successful and the NDA seeking FDA approval in this indication was submitted in December 2020. The submission was granted Priority Review and the FDA decision is expected in June 2021.

If approved, we expect the initial uptake of ruxolitinib cream to be driven by specialists in medical dermatology and allergy. We have recruited an exceptional team with significant experience in successfully launching dermatology products within the United States, and this team has identified a target group of approximately 11,000 potential high-prescribers.

The Phase 3 TRuE-V trials of ruxolitinib cream in patients with vitiligo are fully recruited and results are expected to be available in the coming months. If this pivotal trial program is successful, we expect to submit the sNDA to the FDA seeking approval of ruxolitinib cream in vitiligo as soon as we are able after FDA action in atopic dermatitis.

Partnered Programs (Incyte is eligible for royalties and milestone payments)

        GRAPHIC       GRAPHIC       GRAPHIC
       

We participate in multiple collaborative partnerships in which we are eligible for milestone payments and royalties on certain Incyte-discovered products that we licensed to third parties. These include Jakavi® (ruxolitinib) and Tabrecta® (capmatinib), which are licensed to Novartis, and Olumiant® (baricitinib), which is licensed to Eli Lilly and Company.

With the success of the REACH clinical trial program evaluating ruxolitinib in patients with steroid-refactory acute (REACH2) and steroid-refractory chronic (REACH3) GVHD, Novartis intends to seek approval for Jakavi in Europe and Japan in these indications.

During 2020, Novartis also announced U.S. and Japanese approvals of Tabrecta for certain patients with non-small cell lung cancer, and intends to submit for approval in Europe during 2021. Tabrecta was discovered by Incyte and global rights were licensed to Novartis in 2009.

During 2020, Lilly announced that Olumiant has been approved in both Europe and Japan as a treatment for certain patients with atopic dermatitis, and expects to announce the FDA decision on its sNDA seeking approval of Olumiant for atopic dermatitis during 2021.


GRAPHIC


 


Proxy Statement 2021   |  5


Table of Contents

Corporate Governance Highlights

Board Evaluation, Refreshment and Diversity

At least annually, the Board considers the following when assessing its composition: the knowledge, experience, and diverse perspectives of its directors; each individual director's performance and contributions to the Board and its committees; the personal circumstances and other time commitments of directors; and other factors the Board deems appropriate such as independence, absence of conflicts, and any reputational risks. The Board weighs these factors with the needs of our Board and its committees based on Incyte's current strategy and risk profile. Our directors serve one-year terms and all continuing directors are subject to our stockholders' votes every year.

As our Board has done in the past, when it sees a current or future need it undertakes a thorough search for new directors. Dr. Harrigan, a neurologist, joined our Board in December 2019 and brings extensive executive leadership experience and expertise in clinical development, pharmaceutical regulatory process and business development. Dr. High, a hematologist, joined our Board in March 2020 and has significant executive, scientific and medical leadership experience, including extensive academic and industry experience in drug discovery and development.

Three of our eight Board nominees are women, representing 38% of our Board of Directors. This compares well with the average among S&P 500 constituents, wherein 28% of all Board seats are currently taken by women. Two (25%) of our directors were also born outside of the United States and one self-identifies as LGBTQ+, further reflecting the diversity of our Board. Currently, 100% of our Board nominees self-identify as white.

GRAPHIC


6   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Corporate Governance Highlights

Board Skills and Experience

We believe our Board represents a diverse group of individuals that bring various skills and experience. Our Board's continuous efforts to refresh itself have led to a complementary mix of new, mid-term and seasoned directors. We believe this group of directors collectively has the skills to support Incyte in the achievement of our long-term goals.

Matrix of Board Nominees

Expertise
  Hoppenot
  Baker
  Bienaimé
  Clancy
  Dixon
  Fouse
  Harrigan
  High
Biopharma Industry   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC
Operational Leadership   GRAPHIC       GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC
International   GRAPHIC       GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC    
Drug Discovery, Development & Regulatory   GRAPHIC       GRAPHIC       GRAPHIC       GRAPHIC   GRAPHIC
Commercial   GRAPHIC       GRAPHIC       GRAPHIC   GRAPHIC        
Financial   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC       GRAPHIC        
Additional Information                                
PhD/MD                   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC
Attendance   100%   100%   100%   100%   100%   100%   88%   100%
Independence       GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC


GRAPHIC


 


Proxy Statement 2021   |  7


Table of Contents

Stockholder Engagement

Each year, we proactively reach out to our stockholders to determine how our corporate governance, compensation practices and stockholder communications might improve. In 2018, 2019 and 2020, we contacted stockholders representing approximately 80% of our shares outstanding.


SHARES OUTSTANDING INVOLVED IN OUTREACH CAMPAIGN

GRAPHIC

As a result of this stockholder engagement over the last five years, we have implemented several significant enhancements in our corporate governance and compensation policies and in our stockholder communication practices. For example, our Board and management team made the following changes in response to feedback received:

GRAPHIC   Adopting a proxy access bylaw

GRAPHIC

 

Restructuring director pay to be based on a set target value instead of fixed share grants

GRAPHIC

 

Enhancing Environmental, Social and Governance ("ESG") disclosure, including human capital management (see page 12 for more details)

GRAPHIC

 

Adjusting the executive compensation pay mix to include higher percentages of performance shares and a three-year performance period for our CEO and other U.S. executive officers

GRAPHIC

 

Eliminating special option grants to the CEO

GRAPHIC

 

Adopting a director overboarding policy

GRAPHIC

 

Adding enhanced disclosure on certain items such as goal achievement

GRAPHIC

 

Enhancing and restructuring the proxy to provide investors with more easily accessible information

In our outreach in the fall of 2020, we reached out to top stockholders representing approximately 80% of our shares outstanding. We held conversations with stockholders representing 45% of our shares outstanding, not including the shares owned by Baker Bros. Advisors LP. All engagements included our Chief Financial Officer with additional participation from our Head of Human Resources, our Assistant General Counsel and our Head of Investor Relations. Julian Baker, our Lead Independent Director, was involved in engagements with investors that specifically asked to speak with a member of the Board of Directors.

Following our stockholder outreach, we compiled the feedback we received and presented it to the Nominating and Corporate Governance and Compensation Committees for consideration and to help inform our governance and compensation practices. Mr. Baker, who participated in a number of our off-season proxy engagements, is a member of both of these committees.


8   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Stockholder Engagement

Feedback in 2020 was positive, with investors pleased with the progress Incyte has made in recent years in response to these investor engagements. The graphic below highlights significant improvements in our Board gender diversity, tenure and level of total Board commitments.

GRAPHIC

1.
Average number of total board commitments, including Incyte.

Changes to our executive compensation structure have also been well received. We believe that our current compensation structure, as described in more details in subsequent pages of the Proxy Statement, strikes the right balance of motivation and retention for our executives. The graphic below shows the evolution of our executive compensation structure over the last three years.

GRAPHIC


GRAPHIC


 


Proxy Statement 2021   |  9

Table of Contents

Executive Compensation Highlights

Our Company has made great progress in ensuring executive compensation reflects our performance, and stockholder feedback has been a significant driver of the evolution of our compensation structure.

Executive compensation at Incyte comprises both salary and an annual cash bonus opportunity, as well as a long-term equity compensation program that is allocated between restricted stock units (RSUs), performance share awards (PSUs) and stock options. The allocation of the long-term equity compensation program, all of which are at-risk and based on company performance, is 30% RSUs, 30% PSUs and 40% stock options.

In 2021, the Compensation Committee considered the result of the stockholder advisory vote and direct feedback from investors as supportive of its overall compensation policies, practices and philosophy for our executive officers and has decided to maintain the same overall compensation structure for 2021, with the exception of:

      Adding a total shareholder return (TSR) component to the PSU goals.

      After reviewing CEO compensation within our peer group, lowering Mr. Hoppenot's 2021 total target equity award value from $12,900,000 to $12,400,000.

CEO Compensation versus Peers

The compensation of our CEO is in-line with our peer group's compensation as disclosed in 2020 proxy reports, with Mr. Hoppenot's at-risk compensation percentage higher than that of the peer group average.

GRAPHIC


10   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Executive Compensation Highlights

Average peer CEO compensation reflects 2019 compensation from the 2020 proxies of the peer group.

Target Compensation versus Realizable Compensation

Our executive compensation program is designed so that a substantial portion of the pay of our Chairman and Chief Executive Officer is delivered in the form of long-term incentives—which means that most of Mr. Hoppenot's Realizable Compensation (meaning, cash actually received during any year and the actual value of that year's equity grants as measured on December 31 of that year) is tied directly to our stock price performance and achievement of our long-term goals. Mr. Hoppenot's compensation, as reported in the Summary Compensation Table on page 68, reflects the accounting value of long-term incentives at grant and not the value actually received from these grants or their potential future value that may actually be realized.

We believe that it is useful to compare Mr. Hoppenot's Realizable Compensation between 2018 and 2020 with his Summary Compensation Table compensation for the same period as illustrated in the chart below.

GRAPHIC

Target Compensation reflects base salary, target bonus under the annual incentive compensation plan, and the value of equity awards as shown in the Summary Compensation Table, with the value of PSUs in 2018-2020 based on their target number of shares, not the amount of PSUs actually earned. Realizable Compensation includes the same elements as Target Compensation but reflects the actual bonus paid under the annual incentive compensation plan and reflects realizable values for equity granted during the applicable calendar year, calculated as of December 31 of such year, which includes:

      equity granted within applicable calendar year, which includes for each year one half of the prior year's stock option award granted in January and one half of the current year's stock option award granted in July

      special stock option grant awarded in 2018, with no realizable value at the year end stock price

      the number of PSUs actually earned in 2018 and 2019 (1 year performance period) and the target number of PSUs for 2020 (3 year performance period) at the 2020 year and stock price of $86.98.

The lower Realizable Compensation for each of the three years is the result of a combination of lower stock price, underwater stock options, and short term incentive awards that were, in some cases, earned below target. The Compensation Committee has designed Mr. Hoppenot's compensation to ensure that his Realizable Compensation is closely tied to our stock price performance. Our Compensation Committee believes that its pay for performance compensation strategy is working as intended and is best evaluated by examining Realizable Compensation, rather than solely the accounting compensation set forth in the Summary Compensation Table.


GRAPHIC


 


Proxy Statement 2021   |  11

Table of Contents

Global Responsibility

At Incyte, our investments in strong science and the pursuit of R&D excellence drive our efforts to create new therapies with the potential to improve the lives of patients, make a difference in healthcare, and build sustainable value for all our stakeholders.

In addition to our commitment to improving the treatment and quality of life of patients, we are also determined to enhance the communities in which we live and work and to support our colleagues, all while operating our business in a way that protects the environment.

We value integrity, as well as ethical and responsible behavior in all aspects of our business.

GRAPHIC

    1.
    For 2019, we measured Scope 1 and 2 for the properties wholly owned by Incyte that were fully functional for all of 2019. This includes U.S. Headquarters, which consists of Building 1801 and Building 1815. This represents 66% of our total office space in the U.S.


12   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Global Responsibility

Putting Patients First

Creating and developing medicines is our core objective, and we are committed to putting patients first at all times. Our exceptional team of drug discovery and development scientists—led by experienced executives with proven records of success—are working to find solutions for some of the most critical unmet medical needs. We also strive to ensure that all eligible patients are able to access our medicines.

Clinical Development

For almost 20 years, our science-first approach and heritage in immunology have been the foundation of our company. We are committed to discovering and developing best-in-class medicines to bring innovative solutions to patients in need, including those with cancer and immune-dermatologic conditions.

Within cancer R&D, our discovery and development strategy is twofold. In our targeted-therapy strategy, we focus on key molecules/pathways that drive the development, growth and spread of cancer cells, and our immuno-oncology strategy is based on the diversity of cells required to maintain an immune-suppressive tumor microenvironment.

Our research and development efforts in IAI encompass multiple strategies, including leveraging our cross-program knowledge of the JAK-STAT pathway and exploring the potential of JAK inhibition for a number of immune-mediated dermatologic conditions with a high unmet medical need, including atopic dermatitis and vitiligo.

GRAPHIC

During 2020, our clinical development team managed over 120 different clinical trials, 31 of which were new studies that were opened during the year, and 47 of which were completed. Our global clinical trials took place at over 2,000 different sites in 29 different countries, further illustrating our commitment to bringing medicines to patients that need them.

Patient Advocacy

Patient advocacy serves an important role in carrying out our commitment to patients while supporting the rigorous pursuit of science. We engage the advocacy community to obtain important feedback, including for clinical trial design and protocols, as well as to incorporate readily-understandable language in all relevant materials.

During 2020, our U.S. patient advocacy team held a number of patient advocacy advisory board meetings, engaging 25 different patient support organizations across oncology (focused on MPNs, DLBCL and GVHD) and dermatology (covering atopic dermatitis).

Access to Medicines for Eligible Patients

We strive to ensure that eligible patients have access to our medicines. This can take the form of access to applicable clinical trials by providing patients with information and resources to support their treatment journey, or by providing individual patients with access to unapproved or investigational products through our compassionate use programs.


GRAPHIC


 


Proxy Statement 2021   |  13


Table of Contents

Global Responsibility

For our approved medicines, programs such as IncyteCARES, CML Life and My MISSION Support are designed to help eligible patients before and during applicable treatments. Such help and assistance may include reimbursement support, opportunities for financial assistance, delivery coordination of medicines and temporary coverage for access delays, as well as connections to other support services and to other education and helpful resources.

At Incyte, we seek to price our medicines responsibly in a way that reflects their value to patients and society. We strongly believe that patients should have access to the medicines they are prescribed, and are committed to working with policy makers and leading insurers in the U.S. to increase patient access to needed medications and lower out-of-pocket cost burdens for patients. Specifically, we support legislation that would redesign the Medicare Part D program by reducing out of pocket costs as well as legislation that would provide patient protections and guardrails around the use of step therapy protocols.

Patient Safety

Patient safety is at the forefront of all our activities. We are determined to adhere to the regulations in all territories in which we operate clinical trials, and to conducting those clinical trials in an ethical manner. We are also committed to the supervision of all ongoing trials through an institutional review board, an ethics committee and/or a research ethics board in an effort to protect the safety of trial participants before, during and after patients are treated.

Contributing to our Communities

At Incyte it's always been important to make a difference in our communities where we live and work. It's part of who we are as a company.

Incyte Involved includes multiple initiatives focused on philanthropy as well as fostering engagement between our employees and the communities in which we live and work.       GRAPHIC

During 2020, the Incyte Charitable Giving Foundation expanded its ongoing donations to include two new organizations—FAME Inc. and One Village Alliance—both of which are located close to our global headquarters in Delaware and which aim to increase educational opportunities for underserved communities.

We continue to support the Incyte Cancer Care Assistance Fund for Delaware which provides emergency financial assistance for cancer patients, their caregivers and family members living in Delaware. This emergency fund was established for the sole purpose of providing emergency financial assistance to people with cancer who reside in Delaware, and the fund covers medical expenses and/or basic living expenses to help participants and caregivers cope with the emotional and life changing aspects of cancer.

We are also very pleased to have increased our support for the Food Bank of Delaware, including to cover the costs of increased food distribution and pre-made weekend meal kits. The Food Bank works to close the food insecurity gap, which has grown significantly during the COVID-19 pandemic.

Restrictions, including stay-at-home orders, related to COVID-19 made volunteering more difficult to measure in 2020, but we continue to encourage our teammates to give back to their communities as appropriate while keeping safety in mind. Incyte's measured volunteerism was 206 hours in 2020 compared to 780 hours in 2019.

Incyte's Matching Gifts program was as robust as ever, with more than $170,000 in employee donations to charitable causes matched by Incyte during 2020.

Human Capital Management

Incyte is committed to promoting an environment where our colleagues are fulfilled and valued. We promote a company culture based on scientific excellence as we seek to create new treatments and we seek positive


14   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Global Responsibility

collaboration with each other. Working collaboratively is of the utmost importance as we aim to change the treatment landscape for patients with cancer and inflammatory and autoimmune diseases.

Professional Development

We strive to support our colleagues in their professional development. Opportunities for growth are provided through challenging job assignments, performance management and training opportunities. Globally, all full-time employees are eligible for tuition reimbursement. Managers may also be eligible for leadership development training, which vary by region.

Many professional development opportunities are organized by department. For example, the E.D.G.E. (Empowerment, Development, Growth, Engagement) Program seeks to connect and empower Incyte employees in the U.S. Business Team to foster professional growth and leadership. This is accomplished through speaker programs and networking opportunities, featuring internal and external leaders, mentorship opportunities, and increased awareness of professional development opportunities.

In the U.S., leadership development training is provided to managers that are new to Incyte, employees who were recently promoted to managers and those individuals that have been identified as potential leaders. Additionally, classes in presentation skills and emotional intelligence are offered throughout the organization as well as the Insights Discovery Workshop.

In Europe, managers are eligible for selection to participate in a training program, which includes multiple modules with unique focus areas. A team effectiveness workshop is in place for teams to help improve communication, accountability, decision-making and overall performance. The Insights Discovery workshop seeks to improve internal and external communication. In addition, the Challenge Academy is a program aimed at challenging employees through specific projects.

We believe these professional opportunities enhance our colleagues' skills, career aspirations,and job satisfaction as well as provide personal enrichment.

Safety and Wellness

It is our goal to conduct business in a manner that does not compromise the health of people nor the state of the environment. It is our policy to comply with all applicable environmental health and safety (EHS) regulatory requirements and seek to continually improve our EHS management systems.

A strong safety culture is a fundamental part of how we work, and our philosophy is that everyone at Incyte has a responsibility to create and maintain a safe and healthy workplace with a goal to reduce risk and prevent injuries. Our management team recognizes this responsibility and is committed to providing the resources necessary to achieve this goal.

When the COVID-19 pandemic began in March, we facilitated a seamless transition to remote working and were able to offer a gradual and voluntary return to offices beginning in June. Multiple protocols remain in place for our office and laboratory teams, as described elsewhere in this Proxy Statement.

During 2020, Incyte teams once again participated in the Annual Activity Challenge. This year, the challenge began earlier than usual with the idea to keep people active, especially during periods of enforced confinement. 31 Incyte teams made up of over 270 participants from across the globe logged 157,325,101 steps equal to 78,663 miles—enough steps to take three trips around the world.

Compensation and Benefits

Incyte offers a competitive compensation package, which allows 100% of global Incyte employees to participate in the annual incentive compensation plan. Annual equity-based grants are also afforded to 100% of global Incyte employees to further incentivize performance as well as retention.

We seek to ensure our compensation package remains competitive by benchmarking against our peers several times annually as well as reviewing compensation twice per year to confirm that our employees are being


GRAPHIC


 


Proxy Statement 2021   |  15

Table of Contents

Global Responsibility

compensated fairly, equitably (including gender pay equity), and in accordance with our pay structures and job levels.

Our benefits package also includes an option to participate in our Employee Stock Purchase Plan for both full-time and part-time employees working at least 20 hours per week.

Over the years, we have added numerous benefits to support our colleagues in their professional as well as personal endeavors.

GRAPHIC

Our industry-leading U.S. health insurance coverage is 100% covered for full-time employees and is 95% subsidized for part-time employees working at least 20 hours per week in the U.S. A healthcare resource program is another one of many complimentary benefits provided by Incyte in the U.S., which offers broad assistance with a variety of healthcare and insurance-related issues to help colleagues make more informed healthcare decisions.

The benefits package also includes many complimentary tools for health, including the Employee Assistance Program (EAP), which is provided at no cost to employees to help with a variety of personal and work-related concerns, difficulties and problems 24 hours a day and 365 days per year.

Other ad hoc benefits may include on-site COVID antibody testing, flu shots and learning opportunities that are often offered on-site and/or virtually, including nutrition, wellness and financial planning seminars.

Employee Engagement and Fostering an Innovative Culture

Our management team makes themselves available to all employees, and members of our executive management attempt to meet with new employees within the first six months of employment.

Our quarterly Town Hall events include presentations by executive management and allow for Q&A at the end of each. Our open-door culture allows for continuous ad-hoc feedback and helps drive innovation in all departments, not just within discovery and development.


16   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Global Responsibility

Our Innovation at Incyte program (I2)promotes innovation by allowing employees in any department to submit any innovative approach, tool, or proposal that may be meaningful for Incyte and our patients. There is a competitive review process every 6 months. Winners are then chosen and provided the resources and necessary funding to implement their plans.       GRAPHIC

 

We were proud to be named the #2 Top Employer by Science in 2020, making it three consecutive years that Incyte has been ranked in the top three of this global survey.

Incyte was recognized specifically for:

     GRAPHIC being socially responsible

     GRAPHIC having loyal employees

     GRAPHIC treating employees with respect

      GRAPHIC

Diversity

We believe that creative solutions are best achieved by diverse teams working together, and inclusion is therefore vital to the biopharmaceutical industry and is essential to Incyte. Diversity of thoughts, backgrounds, perceptions and ideas help us create the medical solutions that patients require, and represent the lifeblood of organizations such as ours.

As of December 31, 2020, 50% of our global workforce are women, and 38% of our global leadership positions are filled by women. In addition, three of our eight Board members are women, resulting in 38% female representation on our Board of Directors. This compares well with the average among S&P 500 constituents, wherein 28% of all Board seats are currently taken by women.

GRAPHIC

1.
Includes positions of Director and above.

Incyte was founded on the premise that the pursuit of R&D excellence creates value for society and for all of our internal and external stakeholders, and we know that our continued and future success depends on the creativity that only a diverse team can generate. We are committed to ensuring that we are recruiting from the widest possible talent pool from where we then select candidates based on merit.


GRAPHIC


 


Proxy Statement 2021   |  17


Table of Contents

Global Responsibility

Amongst our U.S. workforce, 35% self-report as non-white, which is comparable to the 2010 United States Census data from the State of Delaware, the location of our global headquarters (31% non-white). We do not request racial diversity data from our ex-U.S. colleagues, where tracking these metrics is largely prohibited by law.

GRAPHIC


    Results are based on self-identification.

    *
    "Other" includes Hispanic / Latinx; American Indian / Alaska Native; Native Hawaiian / Other Pacific Islander and those who self-identify as two or more races


18   |  Proxy Statement 2021



GRAPHIC

Table of Contents

Global Responsibility

Our Executive Management team is made up of a diverse group of very experienced individuals who are representative of our global outlook and the multicultural nature of the pharmaceutical industry. As an illustration of the dievrsity of thought and backgrounds of our Executive Management team, nine of the twelve members were born outside the U.S.

GRAPHIC

Increasing Opportunities for Ethnic Minorities in the U.S.

We support all initiatives that remove barriers and provide increased opportunities to the Black community. We are also aware that Black colleagues are under-represented in our U.S. workforce, and we have several ongoing initiatives to seek to address this.

We have formed an Inclusion Committee, which is co-chaired by our Chief Executive Officer and our Head of Human Resources, to bring forth actionable plans across multiple focus areas. Initially at least, the Inclusion Committee is focused exclusively on finding solutions for Black inequalities.

In terms of talent recruitment, we have expanded our searches to include organizations and websites dedicated to Black candidates. We have also partnered with Jopwell, to aid connections with Black candidates for non-science jobs and we are participating in the reputable Scientific Mentoring & Diversity Program (SMDP) mentoring program that primarily pairs Black post baccalaureate and graduate students with mentors who work at biopharmaceutical companies.

We are also working to ensure the retention of Black colleagues through increasing representation at and opportunities for advancement into leadership and other roles across the organization. We are also working to improve employee awareness and understanding, and to support dialogue.

We also recognize our role in supporting diversity beyond our workforce. Incyte uses multiple external suppliers, consultants and other agency partners to fulfill our mission, and we intend to establish an Inclusion Commitment for all appropriate counterparties to help us pursue our diversity and inclusion goals. We are also looking to increase the number of minority owned vendors and consultants that we use.

As a drug development company, we know how essential it is that the U.S. drug development industry works to increase the inclusion of Black patients into clinical trials. We intend to explore opportunities to increase this


GRAPHIC


 


Proxy Statement 2021   |  19


Table of Contents

Global Responsibility

through our Clinical Trial Diversity Working Group. The COVID-19 pandemic, and its disproportionate impact on Black communities in the U.S., has brought the need to ensure appropriate participation in clinical trials into ever-sharper relief. We intend to work towards meaningful solutions across our clinical studies to support and encourage appropriate representation of all racial and ethnic groups.

In addition to the initiatives above, in June 2020, and in support of the Black Lives Matter movement, we donated an undisclosed amount to two local organizations—FAME Inc. and One Village Alliance—both of which are located close to our global headquarters in Delaware and which aim to increase educational opportunities for underserved minorities in the State.

Minimizing our Environment Impact

Incyte is committed to operating in a way that minimizes our environmental impact. In the spring of 2020, we published our inaugural SASB Summary, which included initial environmental metrics.

In the coming years, we plan to expand upon these metrics and initial disclosures as well as to seek ways to reduce our carbon footprint. We recognize that as we grow, our impact may become more significant. Accordingly, we have made reducing our carbon footprint a key priority in our Global Responsibility initiative. As described below, we will seek to offset the emissions we are unable to reduce further through different projects.

GRAPHIC

We are determined to become a carbon neutral organization. While we acknowledge that finding solutions to further reduce our absolute carbon emissions may take time, the climate imperative means that we will not wait


20   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Global Responsibility

to act, and we have already begun by offsetting 100% of our measured carbon emissions in the U.S. in 2019* through verified reforestation carbon credit projects.

In 2020, we offset 100% of our 2019* measured carbon emissions in the U.S. through verified reforestation carbon credits in partnership with the Arbor Day Foundation.       GRAPHIC

*For 2019, we measured Scope 1 and Scope 2 for the properties wholly owned by Incyte that were fully functional for all of 2019. This includes U.S. Headquarters, which consists of Building 1801 and Building 1815. This represents 66% of our total office space in the U.S.

Over time, we expect to continue to work to reduce our absolute emissions by using additional renewable energy sources, moving our U.S. and European fleets to hybrid or electric vehicles and making appropriate infrastructure investments to enable increased uses of renewable energy sources as we continue to expand.

Our key environmental target, through combinations of absolute CO2 reductions and offsets of our remaining emissions, is to be a carbon neutral organization by 2025, and three specific tactical goals to help us achieve this ambitious target are laid out below.

GRAPHIC

(1)
The TCFD (Task Force on Climate-related Financial Disclosures) has developed recommendations for voluntary, consistent climate-related financial risk disclosures for use by companies in providing information to investors, lenders, insurers, and other stakeholders.

Cybersecurity and Related Activities

Cybersecurity and the awareness of and preparedness for related risks are a high priority at Incyte. The Audit and Finance Committee of the Board is updated by our cybersecurity team at least twice per year, and Incyte has not had a cyber breach in the past three years. We carry cybersecurity risk insurance, and conduct an annual cybersecurity audit with a different third party on each occasion.

All employees and contractors are required to attend mandatory cybersecurity awareness training, and refresher modules are also provided. In 2020, we conducted 26 online training sessions for the global user population, and recordings were also shared thereafter. We also conducted multiple "Cybersecurity at Home" training sessions covering the protection of, for example, home routers and smart home / smart car technologies, as well as recommendations for identity and home internet access protection.

We conduct phishing simulation email campaigns twice a year. As a result of these increased awareness activities, the percentage of phish-prone users declined in 2020, and the percentage of users who forwarded the phishing simulation campaign emails to the Incyte cybersecurity mailbox increased.


GRAPHIC


 


Proxy Statement 2021   |  21

Table of Contents

Global Responsibility

Improvements in ESG Scores

The new disclosures made as part of our Global Responsibility initiative in 2020 have led to significant improvements in Incyte's scores and ratings by key ESG stakeholders, such as S&P Global, MSCI and Sustainalytics.

GRAPHIC

We expect our Global Responsibility initiative will continue to evolve, and we look forward to updating and adding to our disclosures in the coming years. For the most up to date Environmental, Social and Governance information, as well as our latest SASB Summary, please visit www.incyte.com/responsibility. Please note that the information provided on our website is not part of this Proxy Statement.


22   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Readiness and Response to COVID-19

The COVID-19 pandemic remains an evolving situation and it is important to keep in mind that our statements in this Proxy Statement speak only as of the filing date, as we may be unable to assess the full effects of governmental, business and social actions and policies and overall economic conditions on our business.

Incyte is very grateful to the millions of people around the world fighting the COVID-19 pandemic and its effects on society—from doctors, nurses and to all other essential workers who are continuing to provide their much-needed services. We have also sought to contribute to this fight in several ways, as described below.

When we enacted our global business continuity plans in the spring of 2020, our key priorities were to ensure that patients continue to receive their life-saving medicines, that we continue to provide our patients, customers and employees the support they need, and importantly, to do this in a manner that minimizes the health risks to all.

GRAPHIC

ARDS = Acute Respiratory Distress Syndrome; EAP = Expanded Access Program.

We also created, and continue to maintain, dedicated COVID-19 resource pages on the Incyte corporate website www.incyte.com/covid-19 and on our company intranet site, enabling easy access to updated information on the disease, Incyte's responsiveness, potential treatments, and vaccine availability, as well as links to published guidelines, including from the CDC, WHO, NIOSH and OSHA.

Prioritizing Patients' Access to Medicine

We were well prepared going into this crisis as we had ample drug supply, thereby ensuring availability of commercial medicines to patients. Our manufacturing processes have also proceeded without interruption, and despite the challenges of the pandemic, our team has continued to provide the level of service and responsiveness that our customers have been accustomed to over the years. We have expanded our multi-channel engagements and our field representatives are conducting multiple virtual and digital programs with our customers, and we prioritized patient needs by delivering commercial and clinical trial medicines to home addresses, where necessary and possible.

Our clinical team made the decision to allow patients, care-givers and physicians to decide on patients' participation in clinical programs, and we did not make any unilateral decisions to close or suspend enrollment in any of our clinical trials. Regional shutdowns and similar policies have affected certain studies, but the impact has been largely transient to date, and we have been able to remain on track with timelines for most key development programs.


GRAPHIC


 


Proxy Statement 2021   |  23

Table of Contents

Readiness and Response to COVID-19

On the regulatory front, there was no impact on key timelines—as evidenced by the early FDA approvals that we announced for Pemazyre® (pemigatinib), Tabrecta® (capmatinib) and Monjuvi® (tafasitamab-cxix).

Rapid Initiation of Clinical Programs to Address COVID-19

At the outset of the pandemic, we rapidly mobilized our clinical and alliance management teams as we sought to uncover if our molecules might be of benefit to patients with COVID-19. We launched two Phase 3 trials (one of which was in collaboration with Novartis), evaluating ruxolitinib and we removed all contractual obstacles to enable Lilly to open trials evaluating baricitinib.

In November 2020, with Lilly we announced that that the FDA issued an Emergency Use Authorization (EUA) for the distribution and emergency use of baricitinib to be used in combination with remdesivir in hospitalized adult and pediatric patients two years of age or older with suspected or laboratory confirmed COVID-19 who require supplemental oxygen, invasive mechanical ventilation, or extracorporeal membrane oxygenation.

The EUA was supported by data from the Adaptive COVID-19 Treatment Trial (ACTT-2), which was sponsored by the National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH). In December 2020, the New England Journal of Medicine published peer-reviewed results from the Phase 3 ACTT-2 trial, which included 1,033 patients from 67 trial sites in eight countries.

In December 2020, with Novartis we announced that the Phase 3 RUXCOVID study evaluating the safety and efficacy of ruxolitinib plus standard-of-care (SOC) as a treatment for non-ventilated patients 12 years and older with COVID-19 associated cytokine storm did not meet its primary endpoint. In addition, there was no clinically relevant benefit observed among secondary and exploratory endpoints.

In March 2021, we announced results from the Phase 3 369-DEVENT study evaluating the efficacy and safety of ruxolitinib (5mg and 15mg) plus standard of care (SOC) versus SOC in patients 12 years and older on mechanical ventilation with COVID-19 associated Acute Respiratory Distress Syndrome (ARDS). While improvement in mortality trended positively, statistical significance was not reached for the overall study population. However, a significant improvement in mortality was seen in U.S. patients at both doses and in the overall study population when both doses were pooled. We plan to make ruxolitinib available to eligible patients in the U.S. at no cost via an Expanded Access Program pending agreement with the U.S. Food and Drug Administration.

Ensuring Safety and Wellbeing

At the onset of the pandemic, we donated supplies, including personal protective equipment (PPE), from our laboratories in Wilmington, Delaware, to one of our local hospital systems that, like others, was facing a critical shortage. We also made a donation to fund the purchase of hospital equipment and goods to support patients, hospitals, healthcare facilities and providers in the critically affected Lombardy region of Italy.

At all Incyte locations, we initiated a seamless transition to remote working in March 2020 and from June 2020 were able to offer a gradual and voluntary return to offices where regional regulations permitted. Multiple protocols remain in place in all our global offices, including temperature checks, physical distancing and mask requirements, as well as the opportunity for rapid, finger-stick serological tests, to ensure safe workplaces for those who opt to return.

For our laboratory teams, rigorous safety precautions were put in place to allow essential operations to continue, even during the the spring of 2020, and our laboraties returned to full operations in May 2020. Ongoing precautions include temperature checks on entry and the mandatory use of PPE including surgical or N95 masks and gloves for all while on our laboratory campuses. Rapid, finger-stick serological tests are also available.

There have not been any staff reductions as a result of COVID-19, and we also took the decision to maintain all on-site and allied support staff at all of our facilities on full pay and benefits, including during the initial periods of enforced confinement because of stay-at-home orders.


24   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Readiness and Response to COVID-19

We also understand that periods of solitude and other effects of the pandemic have the potential to take a significant toll on the health and wellbeing of our team, and therefore numerous additional actions were taken and support provided, often in response to feedback and other requests from within the organization.

Regular video bulletins providing updates from the CEO and other members of the executive team are recorded and circulated; these are in addition to the regularly-scheduled global Town Hall meetings, which have continued every three months.

We offered live virtual and on demand sessions for employees in all locations, including yoga, meditation, cooking and exercise classes, as well as sessions with many of our benefits partners.


GRAPHIC


 


Proxy Statement 2021   |  25

Table of Contents

2021 Proposals

PROPOSAL 1

Election of Directors

The Board proposes the election of eight directors of our Company to serve until the next annual meeting of stockholders, or thereafter until their successors are duly elected and qualified. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominee designated by the Board to fill the vacancy.

Dr. Paul A. Friedman is retiring from our Board as of the Annual Meeting. We are very grateful for his years of service to Incyte and to our stockholders.

Director Nominees

Names of the nominees and certain biographical information about them are set forth below:

Hervé
Hoppenot
  CHAIRMAN OF
THE BOARD

Age: 61
  COMMITTEES:

None

  DIRECTOR SINCE:
2014

 

BACKGROUND:

Mr. Hoppenot joined Incyte as President and Chief Executive Officer and a Director in January 2014, and was appointed Chairman of the Board in May 2015. Mr. Hoppenot served as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG, a pharmaceutical company, from January 2010 to January 2014. Prior to that, Mr. Hoppenot served in other executive positions at Novartis Pharmaceuticals Corporation, serving from September 2006 to January 2010 as Executive Vice President, Chief Commercial Officer of Novartis Oncology and Head of Global Product Strategy & Scientific Development of Novartis Pharmaceuticals Corporation and from 2003 to September 2006 as Senior Vice President, Head of Global Marketing of Novartis Oncology. Prior to joining Novartis, Mr. Hoppenot served in various increasingly senior roles at Aventis S.A. (formerly Rhône Poulenc S.A.), a pharmaceutical company, including as Vice President Oncology US of Aventis Pharmaceuticals, Inc. from 2000 to 2003 and Vice President US Oncology Operations of Rhone Poulenc Rorer Pharmaceuticals, Inc. from 1998 to 2000.

QUALIFICATIONS:

The Board has concluded that Hervé Hoppenot should serve on the Board because he has significant leadership and senior management experience from his various executive positions in the healthcare industry, including as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation. His past experiences and his current role as our CEO give him strong knowledge of our strategy, markets, competitors, financials and operations.

OTHER PUBLIC COMPANY BOARDS:

Current
Cellectis S.A.

 

Past 5 Years
None


26   |  Proxy Statement 2021



GRAPHIC

Table of Contents

Proposal 1 Election of Directors


Julian C.
Baker
  LEAD INDEPENDENT
DIRECTOR

Age: 54
  COMMITTEES:

Compensation

 

Nominating and
Corporate Governance
(Chair)

  DIRECTOR SINCE:
2001

 

BACKGROUND:

Mr. Baker is a Managing Member of Baker Bros. Advisors LP, which he and his brother, Felix Baker, Ph.D., founded in 2000. Baker Bros. Advisors LP is a biotechnology-focused investment advisor to fund partnerships whose investors are primarily endowments and foundations. Mr. Baker's career as a fund manager began in 1994 when he co-founded a biotechnology investing partnership with the Tisch family. Previously, Mr. Baker was employed from 1988 to 1993 by the private equity investment arm of Credit Suisse First Boston Corporation.

QUALIFICATIONS:

The Board has concluded that Julian C. Baker should serve on the Board because he is an experienced investor in many life sciences companies. He brings to the Board significant strategic and financial expertise and extensive knowledge of the life sciences and biopharmaceuticals industries as a result of his investments in and service as a director of other publicly and privately held life sciences companies.

OTHER PUBLIC COMPANY BOARDS:

Current
Acadia Pharmaceuticals, Inc.
Prelude Therapeutics Incorporated

 

Past 5 Years
Genomic Health, Inc. (2001 - 2019)
Idera Pharmaceuticals, Inc. (2014-2018)

 

Jean-Jacques
Bienaimé
  INDEPENDENT
DIRECTOR

Age: 67
  COMMITTEES:

Compensation (Chair)

Nominating and Corporate Governance

  DIRECTOR SINCE:
2015

 

BACKGROUND:

Mr. Bienaimé has served as Chief Executive Officer and a member of the board of directors of BioMarin Pharmaceutical Inc., a biopharmaceutical company, since May 2005. Mr. Bienaimé has also served as Chairman of BioMarin since June 2015. From November 2002 to April 2005, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Genencor, a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics. Prior to joining Genencor, Mr. Bienaimé was Chairman, President and Chief Executive Officer of SangStat Medical Corporation, an immunology focused biotechnology company that was later acquired by Genzyme Corporation. He became President of SangStat in 1998 and Chief Executive Officer in 1999. Prior to joining SangStat, Mr. Bienaimé held various management positions from 1992 to 1998 with Rhône Poulenc Rorer Pharmaceuticals (now known as Sanofi Aventis), including Senior Vice President of Corporate Marketing and Business Development, and Vice President and General Manager of the advanced therapeutic and oncology division. Mr. Bienaimé is a director of the Biotechnology Innovation Organization and the Pharmaceutical Research and Manufacturers of America® (PhRMA).

QUALIFICATIONS:

The Board has concluded that Jean-Jacques Bienaimé should serve on the Board because he has significant leadership experience in the management of biotechnology organizations, business development, and sales and marketing of both biotechnology and pharmaceutical products. He also brings significant experience as a director of other publicly held life sciences companies.

OTHER PUBLIC COMPANY BOARDS:

Current
BioMarin Pharmaceutical Inc.

 

Past 5 Years
Vital Therapies, Inc. (2013-2018)


GRAPHIC


 


Proxy Statement 2021   |  27


Table of Contents

Proposal 1 Election of Directors


Paul J.
Clancy
  INDEPENDENT
DIRECTOR

Age: 59
  COMMITTEES:

Audit and Finance (Chair)

Compensation

  DIRECTOR SINCE:
2015

 

BACKGROUND:

Mr. Clancy has more than 30 years of experience in financial management and strategic business planning, and served as a senior advisor from October 2019 until July 2020 to, and as the Executive Vice President and Chief Financial Officer from July 2017 through October 2019 of, Alexion Pharmaceuticals, Inc., a biopharmaceutical company. Prior to joining Alexion, Mr. Clancy served as Executive Vice President, Finance and Chief Financial Officer of Biogen Inc. (formerly known as Biogen Idec Inc.), a biopharmaceutical company, from August 2007 until June 2017. He also served as Senior Vice President of Finance of Biogen, with responsibilities for leading the treasury, tax, investor relations and business planning groups. Prior to the 2003 merger of Biogen, Inc. and IDEC Pharmaceuticals Corporation to form Biogen, Mr. Clancy was the Vice President of Portfolio Management of Biogen. He joined Biogen in 2001 as Vice President of U.S. Marketing. Before Biogen, Mr. Clancy spent 13 years at PepsiCo Inc., a food and beverage company, serving in a variety of financial, strategy and general management positions.

QUALIFICATIONS:

The Board has concluded that Paul J. Clancy should serve on the Board because he has significant financial and executive leadership experience at large multi-national biopharmaceutical companies. Mr. Clancy also has experience as a director of a publicly held biotechnology company, and his breadth and depth of financial experience position him well to serve as Chair of the Audit and Finance Committee of the Board.

OTHER PUBLIC COMPANY BOARDS:

Current
Agios Pharmaceuticals, Inc.
Exact Sciences Corporation

 

Past 5 Years
None

 

Wendy L.
Dixon, Ph.D.
  INDEPENDENT
DIRECTOR

Age: 65
  COMMITTEES:

Audit and Finance

  DIRECTOR SINCE:
2010

 

BACKGROUND:

Dr. Dixon served as Chief Marketing Officer and President, Global Marketing for Bristol Myers Squibb Company from December 2001 until May 2009 and served on the Chief Executive Officer's Executive Committee. From 1996 to 2001, she was Senior Vice President, Marketing—USHH at Merck & Co., Inc., and prior to that she held executive management positions at West Pharmaceuticals, Osteotech, Inc. and Centocor, Inc. and various positions at SmithKline & French Pharmaceuticals in marketing, regulatory affairs, project management and as a biochemist.

QUALIFICATIONS:

The Board has concluded that Wendy L. Dixon should serve on the Board because she has significant leadership experience in the pharmaceutical and biotechnology industry, including experience in drug development and regulatory affairs. Dr. Dixon has extensive experience in building successful marketing and sales teams and launching multiple pharmaceutical products across a broad range of therapeutic areas. Dr. Dixon also has significant experience serving as a director of other publicly held life sciences companies, including as a member of certain audit committees.

OTHER PUBLIC COMPANY BOARDS:

Current
Alkermes plc
Arvinas, Inc.
bluebird bio, Inc.

 

Past 5 Years
Orexigen Therapeutics, Inc. (2010-2016)
Sesen Bio, Inc. (2014-2020)
Voyager Therapeutics, Inc. (2017-2021)


28   |  Proxy Statement 2021



GRAPHIC

Table of Contents

Proposal 1 Election of Directors


Jacqualyn A.
Fouse, Ph.D.
  INDEPENDENT
DIRECTOR

Age: 59
  COMMITTEES:

Audit and Finance

Nominating and Corporate Governance

  DIRECTOR SINCE:
2017

 

BACKGROUND:

Dr. Fouse has served as Chief Executive Officer of Agios Pharmaceuticals, Inc., a biopharmaceutical company, since February 2019. Prior to Agios, she served as Executive Chair of Dermavant Sciences, a biopharmaceutical company from July 2017 to September 2018. From September 2010 until June 2017, Dr. Fouse served in various capacities at Celgene Corporation, a biopharmaceutical company, serving as Strategic Advisor to the Management Executive Committee from April 2017 to June 2017, President and Chief Operating Officer from March 2016 to March 2017, President, Hematology and Oncology from August 2014 to February 2016, Executive Vice President and Chief Financial Officer from February 2012 to July 2014, and Senior Vice President and Chief Financial Officer from September 2010 to February 2012. Prior to joining Celgene, Dr. Fouse served as Chief Financial Officer of Bunge Limited, a global agribusiness and food company, from July 2007 to September 2010. Prior to joining Bunge, Dr. Fouse served as Senior Vice President, Chief Financial Officer and Corporate Strategy at Alcon Laboratories, Inc. since 2006, and as its Senior Vice President and Chief Financial Officer since 2002. Prior to her time with Alcon she held a variety of senior leadership roles with international companies.

QUALIFICATIONS:

The Board has concluded that Jacqualyn A. Fouse should serve on the Board because she has significant corporate finance, financial reporting and accounting expertise as a result of her executive roles at Agios and previously at Dermavant Sciences and Celgene, as well as her prior positions with other companies. Additionally, Dr. Fouse is able to provide diverse and valuable corporate governance, management, operational and strategic expertise to the Board through her experience as an executive officer and a public company board member.

OTHER PUBLIC COMPANY BOARDS:

Current
Agios Pharmaceuticals, Inc.

 

Past 5 Years
Celgene Corporation (2016-2017)
Dick's Sporting Goods, Inc. (2010-2020)
Perrigo Company (2012-2016)

 

Edmund P.
Harrigan, M.D.
  INDEPENDENT
DIRECTOR

Age: 68
  COMMITTEES:

Science and Technology

  DIRECTOR SINCE:
2019

 

BACKGROUND:

Edmund P. Harrigan, M.D. joined the Board in December 2019. Dr. Harrigan served as Senior Vice President of Worldwide Safety and Regulatory for Pfizer Inc. from 2012 until his retirement in 2015. Dr. Harrigan's previous executive leadership roles at Pfizer included serving as Senior Vice President, Head of Worldwide Business Development, Senior Vice President, Head of Worldwide Regulatory Affairs and Quality Assurance, and Vice President, Head of Neuroscience and Ophthalmology. Previously, Dr. Harrigan served in senior leadership positions at Karuna Pharmaceuticals, Inc., Sepracor Inc., and Neurogen Corporation. Prior to entering the pharmaceutical industry in 1990, Dr. Harrigan was a practicing neurologist for seven years.

QUALIFICATIONS:

The Board has concluded that Edmund P. Harrigan should serve on the Board because he has significant executive leadership experience in the pharmaceutical and biotechnology industry, including experience in drug discovery and development, regulatory affairs and business development. Dr. Harrigan also brings substantial medical and scientific experience to the Board. In addition, Dr. Harrigan has significant experience serving as a director of other publicly held life sciences companies.

OTHER PUBLIC COMPANY BOARDS:

Current
ACADIA Pharmaceuticals, Inc.
PhaseBio Pharmaceuticals, Inc.

 

Past 5 Years
Bellicum Pharmaceuticals, Inc. (2018-2019)
Karuna Therapeutics, Inc. (2011-2020)


GRAPHIC


 


Proxy Statement 2021   |  29


Table of Contents

Proposal 1 Election of Directors


Katherine A.
High, M.D.
  INDEPENDENT
DIRECTOR

Age: 69
  COMMITTEES:

Science and Technology

  DIRECTOR SINCE:
2020

 

BACKGROUND:

Katherine A. High, M.D., joined the Board in March 2020. Dr. High has served as President, Therapeutics of Asklepios Biopharmaceutical, Inc., a biotechnology and gene therapy company that is a wholly-owned subsidiary of Bayer AG, since January 2021. Dr. High served as President of Spark Therapeutics, Inc., a gene therapy company, from September 2014 until February 2020 and as Head of Research and Development of Spark from September 2017 until February 2020. From September 2014 through September 2017, Dr. High served as Chief Scientific Officer of Spark. Prior to serving as President of Spark, Dr. High provided advice to Spark and subsequently served as an independent consultant to Spark from December 2013 to September 2014. From July 1999 through September 2014, Dr. High was a Professor at the Perelman School of Medicine at the University of Pennsylvania. From March 2003 through September 2014, Dr. High was an Investigator of the Howard Hughes Medical Institute. Dr. High served as the Director of the Center for Cellular and Molecular Therapeutics at Children's Hospital of Philadelphia from September 2004 to April 2014.

QUALIFICATIONS:

The Board has concluded that Katherine A. High should serve on the Board because she has significant executive, scientific and medical leadership experience, including extensive academic and industry experience in drug discovery and development. Her medical background, together with her experience leading drug discovery and development efforts at Spark Therapeutics, are expected to assist the Board in its oversight role over our drug discovery and development efforts. In addition, Dr. High has experience serving as an executive officer and director of publicly traded life sciences companies.

OTHER PUBLIC COMPANY BOARDS:

Current
CRISPR Therapeutics AG

 

Past 5 Years
Spark Therapeutics, Inc. (2014-2019)

GRAPHIC


30   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Board Committees

The Board has appointed an Audit and Finance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Science and Technology Committee. The Board has determined that each director who serves on these committees is "independent," as that term is defined by applicable listing standards of The Nasdaq Stock Market and Securities and Exchange Commission rules. The Board has approved a charter for each of these committees, a current copy of each committee's charter can be found on our website at http://www.incyte.com under the "Corporate Governance" heading in the "For Investors" portion of our website. The Board has also appointed a Non-Management Stock Option Committee.

The Board will update committee composition as appropriate after the Annual Meeting.

Audit and Finance Committee

The Audit and Finance Committee's responsibilities include:

assisting the Board in fulfilling its oversight responsibilities relating to the Company's financial statements, systems of internal control over financial reporting, auditing, accounting and financial reporting processes, compliance with legal and regulatory requirements, financing strategies, capital allocation, capital structure, and enterprise risk assessment;

appointing, compensating, evaluating and, when appropriate, replacing our independent registered public accounting firm;

reviewing and pre-approving audit and permissible non-audit services;

reviewing the scope of the annual audit;

monitoring the independent registered public accounting firm's relationship with the Company;

meeting with the independent registered public accounting firm and management to discuss and review our financial statements, internal control over financial reporting, and auditing, accounting and financial reporting processes;

reviewing the results of management's efforts to monitor compliance with the Company's programs and policies designed to promote adherence to applicable laws and regulations;

overseeing the management of risks associated with financial and accounting systems, accounting policies, public reporting, investment strategies and cybersecurity, including the periodic review of management's efforts to identify and mitigate such risks;

overseeing our internal audit function; and

reviewing matters related to the Company's capital allocation strategies, capital structure and tax structure.

The Board has determined that Mr. Clancy and Dr. Fouse are each qualified as an Audit Committee Financial Expert under the definition outlined by the Securities and Exchange Commission.

No member of our Audit and Finance Committee sits on more than three public company audit committees, including ours.

 

COMMITTEE MEMBERS

Paul J. Clancy (Chair)

Wendy L. Dixon

Jacqualyn A. Fouse



Met 8 times in 2020


GRAPHIC


 


Proxy Statement 2021   |  31


Table of Contents

Board Committees


Compensation Committee

The Compensation Committee's responsibilities include:

assisting the Board in meeting its responsibilities with regard to oversight and determination of executive compensation;

reviewing and making recommendations with respect to major compensation plans, policies and programs of the Company;

developing and monitoring compensation arrangements for our executive officers;

determining compensation for our CEO and other executive officers;

determining stock-based compensation awards for our executive officers;

administering performance-based compensation plans such as our Amended and Restated 2010 Stock Incentive Plan (the "2010 Stock Incentive Plan");

reviewing and recommending directors' compensation to the full Board; and

possessing sole authority to select, retain, terminate and approve the fees and other retention terms of consultants as it deems appropriate to perform its duties.

 

COMMITTEE MEMBERS

Jean Jacques Bienaimé (Chair)

Julian C. Baker

Paul J. Clancy



Met 5 times in 2020

        
Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee's responsibilities include:

identifying qualified individuals to become members of the Board;

determining the composition of the Board and its committees;

monitoring a process to assess Board effectiveness;

recommending nominees to fill vacancies on the Board;

reviewing and making recommendations to the Board with respect to candidates for director proposed by stockholders;

reviewing the composition, functioning and effectiveness of the Board and its committees;

developing and recommending to the Board codes of conduct applicable to officers, directors and employees and charters for the various committees of the Board; and

reviewing and making recommendations to the Board regarding the succession plan relating to our CEO and other executive officers.

 

COMMITTEE MEMBERS

Julian C. Baker (Chair)

Jean Jacques Bienaimé

Jacqualyn A. Fouse

        
Science and Technology Committee

The Science and Technology Committee's responsibilities include:

assisting the Board in its general oversight of the Company's research and development programs and progress in achieving research and development goals and objectives;

providing strategic advice to the Board and management regarding emerging science and technology issues and trends;

reviewing and assessing the Company's approaches to acquiring and maintaining technology positions or otherwise investing in research and development programs; and

assisting the Board with its oversight responsibility for enterprise risk management in areas affecting the Company's research and development activities.

 

COMMITTEE MEMBERS

Paul A. Friedman (Chair)

Edmund P. Harrigan, MD

Katherine A. High, MD



Met 2 times in 2020


32   |  Proxy Statement 2021



GRAPHIC

Table of Contents

Board Committees

                Committee Membership
Name and Primary Occupation   Director
Since
  Age   Independent   Compensation   Audit and
Finance
  Nominating
and Corporate
Governance
  Science and
Technology(1)

Hervé Hoppenot—Chairman of the Board
President and Chief Executive Officer
Incyte Corporation

 

2014

 

61

 

 

 

 

 

 

 

 

 

 

Julian C. Baker—Lead Independent Director
Managing Partner
Baker Brothers Investments

 

2001

 

54

 

GRAPHIC

 

GRAPHIC

 

 

 

GRAPHIC

 

 

Jean-Jacques Bienaimé
Chief Executive Officer
BioMarin Pharmaceutical Inc.

 

2015

 

67

 

GRAPHIC

 

GRAPHIC

 

 

 

GRAPHIC

 

 

Paul J. Clancy
Former Executive Vice President
and Chief Financial Officer
Alexion Pharmaceuticals, Inc.

 

2015

 

59

 

GRAPHIC

 

GRAPHIC

 

GRAPHIC
  
GRAPHIC

 

 

 

 

Wendy L. Dixon, Ph.D.
Former Chief Marketing Officer and
President, Global Marketing
Bristol-Myers Squibb Company

 

2010

 

65

 

GRAPHIC

 

 

 

GRAPHIC

 

 

 

 

Jacqualyn A. Fouse, Ph.D.
Chief Executive Officer
Agios Pharmaceuticals, Inc.

 

2017

 

59

 

GRAPHIC

 

 

 

GRAPHIC

 

GRAPHIC

 

 

Edmund P. Harrigan, M.D.
Former Senior Vice President of Worldwide Safety and Regulatory
Pfizer Inc.

 

2019

 

68

 

GRAPHIC

 

 

 

 

 

 

 

GRAPHIC

Katherine A. High, M.D.
President, Therapeutics
Asklepios Biopharmaceutical, Inc.

 

2020

 

69

 

GRAPHIC

 

 

 

 

 

 

 

GRAPHIC

GRAPHIC   Committee Chair        GRAPHIC   Financial Expert        GRAPHIC   Member

(1)
Dr. Friedman will continue as the Chair of the Science and Technology Committee until his retirement from the Board as of the date of the 2021 Annual Meeting.


GRAPHIC


 


Proxy Statement 2021   |  33


Table of Contents

Compensation of Directors

Our director compensation program is designed to enable attraction and retention of highly qualified directors by ensuring that our director compensation is in line with compensation offered by our peer companies that compete with us for director talent. The program is designed to address the time, effort, expertise, and accountability required of active board membership. Directors who are employees of the Company, namely Mr. Hoppenot, do not receive any fees for their service on the Board or any committee. The Compensation Committee, with the assistance of its independent compensation consultant, periodically reviews the compensation for our non-employee directors in relation to the peer group used for compensation purposes (as described below under "Compensation Discussion and Analysis"). For 2021, the Board, upon the recommendation of the Compensation Committee, reduced the grant date target value of total equity awards from $500,000 to $400,000.

Based on the Compensation Committee's most recent review in February 2021, the Compensation Committee recommended, and in March 2021, the Board approved, changes to our non-employee director compensation program that enable the Board to set the grant date target value of equity awards under our Amended and Restated 2010 Stock Incentive Plan (the "2010 Stock Incentive Plan") up to a maximum of $500,000, which was the grant date target value for equity awards made to non-employee directors in 2020.

In addition, the mix of equity awards was changed from 75% stock options and 25% restricted stock unit (RSU) awards to 60% stock options and 40% RSU awards. These changes will take effect upon the approval of amendments to the 2010 Stock Incentive Plan as described below under "Proposal 3," and are more fully described under "Proposal 3."

Role

    Cash Retainer
($)(1)
    Total Equity Awards
($)(2)
 

Lead Independent Director

    90,000     400,000  

Non-Employee Director

    60,000     400,000  

GRAPHIC


34   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Compensation of Directors

Role

    Cash Retainer
($)(1)
 

Chair of Audit and Finance Committee

    25,000  

Members of Audit and Finance Committee

    12,000  

Chair of Compensation Committee

    25,000  

Members of Compensation Committee

    10,000  

Chair of Nominating and Corporate Governance Committee

    16,000  

Members of Nominating and Corporate Governance Committee

    8,000  

Chair of Science and Technology Committee

    25,000  

Members of Science and Technology Committee

    10,000  
(1)
Annual cash retainers are payable quarterly. Non-employee directors may elect to receive their retainers and committee fees in the form of restricted stock that vests immediately when the associated quarterly retainer amount is paid.

(2)
Equity awards are 75% stock options and 25% RSU awards, determined in the same manner as with awards to our executive officers, as described in "Compensation Discussion and Analysis." If Proposal 3 is approved, target total equity award value will be $400,000 for all non-employee directors and equity awards will be 60% stock options and 40% RSU awards. The exercise price of the options will be equal to the fair market value on the date of grant and have a term of 10 years. Each award will vest in full on the first anniversary of the date of the grant or, if earlier, the date of the next annual meeting of stockholders or upon a change in control.

Cash and equity awards are prorated for such portion of the year that the director serves on the Board. All directors are reimbursed for their travel and out-of-pocket expenses in accordance with our travel policy for each in-person Board or committee meeting that they attend.

2020 Director Compensation Table

Name

Fees Earned
or Paid
in Cash
($)
Stock
Awards
($)(1)(3)
Option
Awards
($)(2)(3)
Total
($)

Julian C. Baker

242,508 379,645 622,153

Jean-Jacques Bienaimé

211,104 379,645 590,749

Paul J. Clancy

217,854 379,645 597,499

Wendy L. Dixon

198,508 379,645 578,153

Jacqualyn A. Fouse

206,508 379,645 586,153

Paul A. Friedman

74,540 126,508 379,645 580,693

Edmund P. Harrigan

191,155 379,645 570,800

Katherine A. High

50,801 136,662 410,258 597,721
(1)
Amounts listed in this column represents the sum of the aggregate grant date value of restricted stock awards issued quarterly at the election of the director in lieu of his or her annual retainer and committee fees and the aggregate grant date fair value of RSU awards granted upon re-election at the 2020 Annual Meeting or, in the case of Dr. High, upon her election to the Board, determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718) for financial reporting purposes. See Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of our assumptions in determining the ASC 718 values of our stock awards.


GRAPHIC


 


Proxy Statement 2021   |  35


Table of Contents

Compensation of Directors

The following table provides the grant date value of restricted stock awards and the grant date fair value of RSUs shown in the above table:

Name

Value of Restricted
Stock Awards ($)
Grant Date Fair
Value of
RSU Awards ($)

Julian C. Baker

116,000 126,508

Jean-Jacques Bienaimé

84,596 126,508

Paul J. Clancy

91,346 126,508

Wendy L. Dixon

72,000 126,508

Jacqualyn A. Fouse

80,000 126,508

Paul A. Friedman

126,508

Edmund P. Harrigan

64,647 126,508

Katherine A. High

136,662
(2)
Amounts listed in this column represents the aggregate grant date fair value of option awards granted upon re-election at the 2020 Annual Meeting or, in the case of Dr. High, upon her election to the Board, determined in accordance with the ASC 718 for financial reporting purposes. See Note 12 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of our assumptions in determining the ASC 718 values of our option awards.

(3)
The following table provides the number of shares of common stock subject to outstanding unvested RSU awards and options held at December 31, 2020 for each director who was then serving on the Board. The number of shares underlying unexercised options shown for Dr. Friedman includes 7,500 shares underlying options received while he served as our CEO until January 2014.

Name

Number of Unvested
RSU Awards
Number of Shares
Underlying
Unexercised Option

Julian C. Baker

1,282 157,986

Jean-Jacques Bienaimé

1,282 112,986

Paul J. Clancy

1,282 112,986

Wendy L. Dixon

1,282 137,986

Jacqualyn A. Fouse

1,282 71,736

Paul A. Friedman

1,282 105,486

Edmund P. Harrigan

1,282 14,874

Katherine A. High

1,282 11,799


36   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Corporate Governance

What We Do

Majority voting for directors in uncontested elections

 

Audit and Finance Committee receives semiannual updates by our Chief Compliance Officer

Strong and active Lead Independent Director, representing one of our largest stockholders

 

Board and the committees may seek advice from outside advisors

Audit and Finance Committee, Nominating and Corporate Governance Committee and Compensation Committee comprised solely of independent directors

 

Pre-clearance by our General Counsel required for trading in our stock by any director, and all executive trading must be through a pre-cleared trading plan

Audit and Finance Committee regularly meets with Ernst & Young LLP, our independent registered public accounting firm, as well as our corporate audit services team—without members of executive management present

 

Maintain robust Code of Business Conduct and Ethics, Senior Financial Officers' Code of Ethics and Board of Directors Code of Conduct and Ethics

An independent compensation consultant is engaged by and reports directly to our Compensation Committee

 

Board members have complete access to management and employees in their discretion

Annual election of directors

 

High Board and committee attendance

Review and approve corporate strategic plan, including the budget, at least annually

 

Robust commitment to corporate, environmental and social responsibility

Limits on outside board and audit committee service

 

Extensive ongoing stockholder outreach, often involving Lead Independent Director

Proxy access bylaw (3% ownership, 3 years, nominees up to 20% of the Board)

 

Audit and Finance Committee is updated by our cybersecurity team at least twice per year

 

What We Don't Do

No staggered or classified Board

 

No hedging or speculative trading in our stock by directors, executives or other employees

No plurality voting in uncontested Board elections

 

Board members may not be "overboarded"

Majority Voting Policy

Our Bylaws include a majority voting standard for the election of directors. In order to receive a majority of the votes cast, the number of shares voted "FOR" must exceed the number of votes "AGAINST"; abstentions and broker non-votes do not count as votes cast. Our Bylaws provide that, in an uncontested election, director nominees must receive a majority of the votes cast to be elected to the Board. Our Corporate Governance Guidelines state that if a nominee for director in an uncontested election does not receive a majority of the votes cast, the director should submit a resignation for consideration by the Board. The Nominating and Corporate Governance Committee will evaluate and make a recommendation to the Board with respect to the proffered resignation. The Board must take action on the recommendation within 90 days following certification of the stockholder vote. The director whose resignation is under consideration cannot participate in any decision regarding his or her resignation. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation.


GRAPHIC


 


Proxy Statement 2021   |  37

Table of Contents

Corporate Governance

Board Leadership Structure and Role in Risk Oversight

Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. Where the Chairman and CEO roles are filled by the same individual, our Corporate Governance Guidelines require the independent directors on our Board to appoint a Lead Independent Director.

The Board values the flexibility to select, from time to time, a leadership structure that it believes is most able to serve our Company's and stockholders' best interests based on the qualifications of individuals available and circumstances existing at the time. As such, the Board periodically evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of our Company and our stockholders.

Currently the Board believes it is in the best interests of our stockholders to have Hervé Hoppenot, our President and CEO, serve as Chairman, coupled with Julian C. Baker—a managing member of the general partner of one of our largest stockholders (Baker Bros. Advisors LP and affiliated entities (the "Baker Funds") who collectively hold 14.6% of our common stock as of March 29, 2021)—serving as our Lead Independent Director. The Board reviews its leadership structure on an ongoing basis and retains the authority to modify this structure as it deems appropriate.

Focus on Independence.    The Board maintains a strong commitment to ensuring Board independence so that it is able to maintain effective oversight of management. The Board's commitment to independence includes:

Annual appointment of a strong Lead Independent Director, who also represents one of our largest stockholders, the Baker Funds, thereby ensuring strong representation of stockholder interests

Robust duties of the Lead Independent Director, which include:

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors

serving as liaison between the Chairman/CEO and the other independent directors

approving information sent to the Board

approving meeting agendas for the Board

approving meeting schedules to assure that there is sufficient time for discussion of all agenda items

authority to call meetings and executive sessions of the independent directors

being available for consultation with stockholders, when appropriate.

Review, at least annually, of the Company's strategic plan and the following year's capital and operating budgets

Annual election of all directors, ensuring accountability to stockholders

Regular executive sessions of the independent, non-management directors—without Mr. Hoppenot—to review Company performance, CEO performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items

Requirement that only independent directors serve on the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee

Requirement that a majority of the Board be comprised of independent directors, with 89% of the current Board being independent

Corporate Governance Guidelines providing that the Board may have access to Company management and employees and its own advisors, at the Board's discretion.

Flexibility of the Leadership Structure.    The Board is committed to high standards of corporate governance. The Board values the flexibility to select, from time to time, a leadership structure that is most able to serve the Company's and stockholders' best interests based on the qualifications of individuals available and


38   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Corporate Governance

circumstances existing at the time. As such, the Board periodically evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.

Board's Role in Risk Oversight.    Our Board is responsible for overseeing the overall risk management process at the Company directly and through its committees. The responsibility for managing risk rests with executive management while the committees of the Board and the Board as a whole participate in the oversight process. The Board's risk oversight process builds upon management's risk assessment and mitigation processes, which include reviews of long term strategic and operational planning, executive evaluation, development and succession planning, regulatory and legal compliance, and financial reporting and internal controls. The Board considers strategic and operational risks and opportunities and regularly receives reports from executive management regarding specific aspects of risk management. The Audit and Finance Committee receives periodic reports from executive management with respect to, and reviews such risks associated with, our financial and accounting systems, accounting policies, investment strategies, regulatory compliance and our information systems and technology, including cybersecurity risks and readiness. In addition, the Audit and Finance Committee oversees our internal audit team. The Audit and Finance Committee also meets regularly with our Chief Compliance Officer, our internal controls team and our independent registered public accounting firm in executive session without the presence of other members of management. The Compensation Committee evaluates our compensation policies and practices to help ensure that these policies and practices do not incentivize employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on our Company and provide appropriate incentives for meeting both short-term and long-term objectives and increasing stockholder value over time. The Nominating and Corporate Governance Committee reviews our risks associated with governance matters and non-compensation related human resources matters.

Director Independence

In 2020, our Board determined that each individual who served as a member of the Board in 2020, except for Mr. Hoppenot, was an "independent director" within the meaning of Rule 5605 of The Nasdaq Stock Market.

Mr. Hoppenot is not considered independent as he is currently employed as our CEO. For all other directors, the Board considered their relationship and transactions with our Company as directors and security holders of our Company.

All of the nominees are current members of the Board.

Board Evaluation Process and Board Refreshment

Our Board—in conjunction with our Nominating and Corporate Governance Committee, which is chaired by our Lead Independent Director—regularly reviews its competencies and areas of expertise in light of the current and future goals, strategies and challenges of our Company. As our Board has done three times in the last four years, when it sees a current or potential need our Board undertakes a thorough search for new directors. As part of this self-assessment, the Board also considers the tenure of its current members and plans for continuity of skills and expertise in the future by adding new directors.

The Board considers at least annually the knowledge, experience, and diverse perspectives of directors, each individual director's performance and contributions to the work of the Board and its committees, the personal circumstances and other time commitments of directors, along with other factors the Board deems appropriate such as independence, absence of conflicts, and any reputational risks. The Board weighs these factors with the needs of our Board and its committees based on Incyte's current strategy and risk profile. Our directors serve one-year terms and all continuing directors are subject to our stockholders' votes every year.

In the last 18 months, we have added two new independent directors whose skills, we believe, will add key expertise to our Board. Dr. Harrigan, a neurologist, joined our Board in December 2019 and brings extensive executive leadership experience and expertise in clinical development, pharmaceutical regulatory process and business development. He will be instrumental as Incyte continues to develop and commercialize innovative medicines for serious unmet medical conditions. Dr. High, a hematologist, joined our Board in March 2020 and


GRAPHIC


 


Proxy Statement 2021   |  39

Table of Contents

Corporate Governance

has significant executive, scientific and medical leadership experience, including extensive academic and industry experience in drug discovery and development. Her medical background, together with her experience leading drug discovery and development efforts, are expected to assist the Board in its oversight role over our drug discovery and development efforts.

We believe our Board represents a diverse group of individuals that bring various skills and experience. Our Board's continuous efforts to refresh itself have led to a complementary mix of new, mid-term and seasoned directors. We believe this group of directors collectively has the skills to support Incyte in the achievement of our long-term goals.

Matrix of Board Nominees

Expertise

 

Hoppenot

 

Baker

 

Bienaimé

 

Clancy

 

Dixon

 

Fouse

 

Harrigan

 

High

Biopharma Industry

  GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

Operational Leadership

  GRAPHIC       GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

International

  GRAPHIC       GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

Drug Discovery, Development & Regulatory

  GRAPHIC       GRAPHIC       GRAPHIC       GRAPHIC   GRAPHIC

Commercial

  GRAPHIC       GRAPHIC       GRAPHIC   GRAPHIC        

Financial

  GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC       GRAPHIC        

Additional Information

                               

PhD/MD

                  GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

Attendance

  100%   100%   100%   100%   100%   100%   88%   100%

Independence

      GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

Three of our eight Board nominees are women, representing 38% of our Board of Directors. This compares well with the average among S&P 500 constituents, wherein 28% of all Board seats are currently taken by women. Two (25%) of our directors were also born outside of the United States and one self identifies as LGBTQ+, further reflecting the diversity of our Board. Currently, 100% of our Board nominees self-identify as white.

GRAPHIC


40   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Corporate Governance

Overboarding Policy

The Board of Directors recognizes that in order to be effective, each director must be fully engaged. Last year, the Board adopted the policy that no new outside director shall be appointed if he or she is deemed to be overboarded by Incyte. This means that no new director who is a sitting CEO of another public company shall sit on more than one public company board in addition to his or her own board and no new outside director who is not a sitting CEO of another public company may sit on more than four public company boards in total.

In addition, current directors who sit on less than the maximum number of public company boards may not exceed the maximum amount.

GRAPHIC

All of our Board nominees are currently compliant with this policy.

Number of Total Public Board Commitments1

Hoppenot2

 

Baker

 

Bienaimé2

 

Clancy

 

Dixon

 

Fouse2

 

Harrigan

 

High
2   3   2   3   4   2   3   2

(1)
Total board commitments includes Incyte

(2)
Sitting CEO

Further, the level of attendance of our directors at Board meetings continues to be high. The average attendance for 2020 is 98% with seven of the eight directors that are proposed for election in 2021 attending 100% of Board and Committee meetings last year, despite the additional demands placed on all corporate directors in 2020 due to the COVID-19 pandemic.

Director Nominations

The Board nominates directors for election at each annual meeting of stockholders and elects new directors to fill vacancies when they arise. The Board has as an objective, set forth in our Corporate Governance Guidelines, that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives and skills. The Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or election.

The Nominating and Corporate Governance Committee will select candidates for directors who have substantive knowledge of our business and industry, diverse experiences, proven leadership, sound judgement, integrity and who can act on behalf of all stockholders. In addition, directors need to be able to foster a respectful environment in which they listen to one another and can hold constructive discussions. The Nominating and Corporate Governance Committee believes that nominees for director should have operational and leadership experience as well as drug discovery, drug development, regulatory, commercial or financial experience that may be useful to the Company and the Board; high personal and professional ethics and the willingness and ability to devote sufficient time to effectively carry out their duties as directors. The Board and the Nominating and Corporate Governance Committee also consider diversity of backgrounds and experiences and other forms of diversity when selecting nominees—to that end, we are proud to have 38% gender diversity among the


GRAPHIC


 


Proxy Statement 2021   |  41


Table of Contents

Corporate Governance

nominees for election to our Board, in addition to the diverse set of skills and experience the Board collectively represents.

The Nominating and Corporate Governance Committee believes it appropriate for at least one, and, preferably, multiple, members of the Board to meet the criteria for an "audit committee financial expert" as defined by Securities and Exchange Commission rules, and our Corporate Governance Guidelines require that a majority of the members of the Board meet the definition of "independent director" under the rules of The Nasdaq Stock Market. The Nominating and Corporate Governance Committee believes it appropriate for certain key members of our management—currently, our CEO—to participate as members of the Board.

Prior to each annual meeting of stockholders, the Nominating and Corporate Governance Committee identifies nominees first by evaluating the current directors whose term will expire at the annual meeting and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated by the candidate's prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue in service, the Nominating and Corporate Governance Committee determines not to re-nominate the director, or if a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board or other event, then the Committee will consider various candidates for Board membership, including those suggested by the Committee members, by other Board members, by any search firm engaged by the Committee and by stockholders. The Committee may only recommend, and the Board may only nominate, candidates for director who agree to tender, promptly following their election or re-election as a director, irrevocable resignations that would be effective if the director fails to receive a sufficient number of votes for re-election at the next annual meeting of stockholders at which he or she faces re-election and if the Board accepts the resignation. The Committee recommended all of the nominees for election included in this Proxy Statement. All of the nominees are current members of the Board.

A stockholder who wishes to suggest a prospective nominee for the Board should notify the Secretary of the Company or any member of the Nominating and Corporate Governance Committee in writing with any supporting material the stockholder considers appropriate. In addition, our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at our annual meeting of stockholders. Our Bylaws permit stockholders to nominate individuals for election to the Board (i) for inclusion in our proxy materials and consideration at an Annual Meeting of Stockholders pursuant to our recently adopted proxy access bylaw and (ii) for consideration at an Annual Meeting of Stockholders without being included in our proxy materials. In order to nominate a candidate for director, a stockholder must give timely notice in writing to the Secretary of the Company and otherwise comply with the provisions of our Bylaws.

Our proxy access bylaw permits an eligible stockholder, or group of up to 20 eligible stockholders, owning continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Bylaws ("Proxy Access"). To nominate a director pursuant to Proxy Access, all of the procedures, information requirements, qualifications and conditions set forth in our Bylaws must be complied with. A fully compliant nomination notice must be received by us no earlier than 150 days and no later than 120 days before the anniversary of the date that we issued our proxy statement for the prior year's annual meeting of stockholders. However, in the event that the annual meeting is called for a date that is more than 30 days before or more than 60 days after the first anniversary date of the preceding year's annual meeting of stockholders, the nomination notice to be timely must be so received by the Secretary of the Company not later than the close of business on the later of (1) the 180th day prior to the date of the meeting and (2) the 10th day following the first public announcement or disclosure of the meeting date.

For a nomination of an individual for election to the Board without being included in our proxy materials, our Bylaws provide that, to be timely, our Secretary must have received the stockholder's notice not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting of stockholders. However, in the event that no annual meeting was held in the preceding year or the annual meeting is called for a date that is more than 30 days before or more than 60 days after the first anniversary


42   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Corporate Governance

date of the preceding year's annual meeting of stockholders, notice by the stockholder to be timely must be so received by the Secretary of the Company not later than the close of business on the later of (1) the 90th day prior to the date of the meeting and (2) the 10th day following the first public announcement or disclosure of the meeting date. Information required by the Bylaws to be in the notice include the name and contact information for the candidate and the person making the nomination and other information about the nominee that must be disclosed in proxy solicitations under Section 14 of the Securities Exchange Act of 1934 and the related rules and regulations under that Section.

Stockholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our Bylaws and must be addressed to:

    Secretary
    Incyte Corporation
    1801 Augustine Cut-Off
    Wilmington, DE 19803

You can obtain a copy of the full text of the Bylaw provisions by writing to the Company's Secretary at the above address.

Board Meetings

The Board held six meetings during 2020—four regularly scheduled meetings and two other meetings. All directors attended all four regularly scheduled meetings held by the Board. Overall, each director attended at least 88% of the meetings held by the Board and the committees on which he or she served during 2020.

The independent directors regularly meet in executive sessions without the participation of our CEO or other members of management.

We do not have a policy that requires the attendance of directors at the Annual Meeting.

Corporate Governance Guidelines

The Board is committed to sound and effective corporate governance practices. Accordingly, the Board has adopted Corporate Governance Guidelines, which are intended to describe the governance principles and procedures by which the Board functions. The guidelines are subject to periodic review and update by the Nominating and Corporate Governance Committee and the Board, and were most recently amended in November 2017. These Guidelines can be found on our website at http://www.incyte.com under the "Corporate Governance" heading in the "For Investors" portion of our website.

The Corporate Governance Guidelines provide, among other things, that:

a majority of the directors must be independent;

if the Chairman of the Board is not an independent director, the independent directors will appoint a Lead Independent Director, whose duties are described in detail above under "Corporate Governance—Board Leadership Structure and Role in Risk Oversight" on page 38;

directors should offer to resign from the Board if they experience a change in their principal occupation;

directors should submit their resignations from the Board if they do not receive the votes of a majority of the votes cast in an uncontested election;

the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees must consist solely of independent directors;

the Board and its committees may seek advice from outside advisors as appropriate;

the independent directors regularly meet in executive sessions without the presence of the non-independent directors or members of our management; and


GRAPHIC


 


Proxy Statement 2021   |  43

Table of Contents

Corporate Governance
the Nominating and Corporate Governance Committee periodically reviews the composition, functioning, skills, diversity, tenure and effectiveness of the Board and its committees, and oversees the self-assessment of the Board and its committees.

Leadership Succession Planning

Our executive management team assesses its needs for succession planning at least annually. Incyte maintains a flat organizational structure, and hence Mr. Hoppenot has full exposure to the leaders of each function as well as key individuals within those functions; others in the executive management team are also in a position to provide additional insight and context. Should a need arise for succession planning in the executive management team, both internal and external candidates are considered on merit and based on Incyte's current and future goals. Regular succession planning updates are provided to the Nominating and Corporate Governance Committee, which is chaired by our Lead Independent Director, and reported to the full Board by the Nominating and Corporate Governance Committee chair.

Communications with the Board

If you wish to communicate with the Board, you may send your communication in writing to:

    Secretary
    Incyte Corporation
    1801 Augustine Cut-Off
    Wilmington, DE 19803

You must include your name and address in the written communication and indicate whether you are a stockholder of the Company.

The Secretary will review any communications received from a stockholder and all material communications from stockholders will be forwarded to the appropriate director or directors or Committee of the Board based on the subject matter.

Certain Relationships and Related Transactions

Our policy is that all employees, officers and directors must avoid any activity that is or has the appearance of conflicting with the interests of the Company. This policy is included in our Code of Business Conduct, Ethics and Board Code of Conduct and Ethics. We conduct a review of all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions must be approved by the Audit and Finance Committee or another independent body of the Board.


44   |  Proxy Statement 2021



GRAPHIC


Table of Contents

PROPOSAL 2

Advisory Vote to Approve Executive Compensation

This Proposal 2, commonly known as a 'say-on-pay' proposal, provides our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

As described in detail under the heading "Executive Compensation—Compensation Discussion and Analysis," our executive compensation programs are designed to attract and retain our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term corporate objectives, and the creation of increased stockholder value. Please read the Compensation Discussion and Analysis for additional details about our executive compensation programs, including information about the 2020 compensation of our named executive officers.

Each year since 2011, we sought, and received, approval for our executive compensation program. In addition, in 2011, and again in 2017, we sought, and received, approval to hold a 'say-on-pay' vote each year. Accordingly, we are again asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This Proposal 2 gives our stockholders the opportunity to express their views on our named executive officers' compensation. This vote is advisory, which means that the vote on executive compensation is not binding on the Company, our Board or the Compensation Committee of the Board. This vote is not intended to address any specific item of compensation, but rather the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. Accordingly, we again will ask our stockholders to vote for the following resolution at the annual meeting:

"RESOLVED, that the Company's stockholders approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure."

GRAPHIC


GRAPHIC


 


Proxy Statement 2021   |  45

Table of Contents

Executive Compensation

2020 Performance

2020 was a year of outstanding achievements at Incyte. We announced FDA approvals for three new medicines, and we navigated the COVID-19 pandemic with agility and resilience.

GRAPHIC

We reported total product and royalty revenues of $2.5 billion for the full year 2020, representing an 18% increase over 2019, and we now have six approved products and a strong balance sheet, illustrating the benefits of our strategy targeting diversification and growth.

Net sales of our largest product, Jakafi® (ruxolitinib), grew at an annual rate of 15%, reaching $1.94 billion for the year, with growth seen across all three approved indications.

New product launches and an increasing contribution from royalties from our licensed products added to momentum in 2020. The U.S. launch of Pemazyre® (pemigatinib) has been successful, and the physician reception of Monjuvi® (tafasitamab-cxix), launched in collaboration with MorphoSys in August last year, has been very encouraging as we build the brand for the future. In the U.S., Monjuvi revenues are recognized by MorphoSys and are included in collaboration profit or loss sharing on our consolidated statement of operations.

We receive royalties on Jakavi® (ruxolitinib) and Tabrecta® (capmatinib), commercialized by Novartis, and on Olumiant® (baricitinib), commercialized by Lilly, and total royalties grew 28% in 2020 to reach almost $400 million.

GRAPHIC

1.
Monjuvi revenues are recognized by MorphoSys and included in our collaboration loss sharing line item on our consolidated statement of operations in our Annual Report on Form 10-K for the year ended December 31, 2020.

2.
Totals may not add due to rounding.


46   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Executive Compensation

We operate in two therapeutic areas that are defined by the indications of our approved medicines and the diseases for which our clinical candidates are being developed. The first therapeutic area is Hematology/Oncology, which is comprised of Myeloproliferative Neoplasms (MPNs) and Graft-Versus-Host Disease (GVHD), as well as solid tumors and hematologic malignancies. Our second therapeutic area is Inflammation and Autoimmunity (IAI), which includes our newly established Dermatology commercial franchise. We are also eligible to receive milestones and royalties on molecules discovered by us and licensed to third parties.

We achieved numerous important milestones in 2020 and during 2021 to date, and these are summarized in the graphic below and described in more detail thereafter.

GRAPHIC

GVHD = graft-versus-host disease; MF = myelofibrosis; DLBCL = diffuse large B-cell lymphoma; CCA = cholangiocarcinoma; BTC = biliary tract cancer; SCAC = squamous cell anal carcinoma; NHL = non-Hodgkin lymphoma; NSCLC = non-small cell lung cancer; AD = atopic dermatitis; IAI = inflammation and autoimmunity.

Myeloproliferative Neoplasms (MPNs) and Graft-Versus-Host Disease (GVHD)

Jakafi® (ruxolitinib) is approved in the U.S. for the treatment of adults with intermediate or high-risk myelofibrosis, the treatment of adults with polycythemia vera who have had an inadequate response to or are intolerant of hydroxyurea and for the treatment of steroid-refractory acute GVHD in adult and pediatric patients 12 years or older. Net sales of Jakafi grew at an annual rate of 15%, reaching $1.94 billion for the year with growth seen across all three indications.       GRAPHIC

The REACH3 Phase 3 trial of ruxolitinib in patients with steroid-refractory chronic GVHD met its primary endpoint of superior overall response rate at month 6 and achieved statistically significant and clinically meaningful improvements in both key secondary endpoints, the modified Lee chronic GVHD symptom scale and failure free survival. The safety profile of ruxolitinib was consistent with previously reported studies of ruxolitinib in GVHD.

The success of the REACH3 trial represents the largest randomized pivotal trial with positive results in this patient population, as was the success of the randomized REACH2 trial in patients with acute GVHD, as


GRAPHIC


 


Proxy Statement 2021   |  47


Table of Contents

Executive Compensation

described last year. The sNDA seeking FDA approval of ruxolitinib in patients with steroid-refractory chronic GVHD is now under Priority Review at the FDA with a decision expected in June 2021.

We are also developing multiple programs beyond ruxolitinib monotherapy to improve and expand therapeutic options for patients with myeloproliferative neoplasms (MPNs) as part of our Leadership In MPNs BEyond Ruxolitinib (LIMBER) initiative. We are evaluating combinations of ruxolitinib with other therapeutic modalities, as well as developing a once-a-day formulation of ruxolitinib for potential use as monotherapy and combination therapy. This new formulation of ruxolitinib is currently in stability testing and is expected to be submitted to the FDA early next year, with an FDA decision expected late in 2022.

Based on positive Phase 2 data presented in 2020, we have opened two pivotal trials of ruxolitinib in combination with parsaclisib (PI3Kd) in first-line myelofibrosis (MF; LIMBER-313) and in MF patients with a suboptimal response to ruxolitinib monotherapy (LIMBER-304).

Additional Phase 2 trials combining ruxolitinib with investigational agents from our portfolio such as INCB57643 (BET) and INCB00928 (ALK2) in patients with MF are in preparation, and additional discovery and development initiatives are also ongoing within the LIMBER program, which are evaluating both internally-discovered compounds, including itacitinib (JAK1), and candidates from collaboration partners.

Other Hematology and Oncology

The FDA approved Monjuvi® (tafasitamab-cxix) for the treatment of patients with relapsed or refractory diffuse large B-cell lymphoma (r/r DLBCL) in August last year, based on data from the L-MIND trial.       GRAPHIC

Momentum is strong behind the U.S. launch of Monjuvi, with good uptake in both academic and community settings and illustrated by the market share gained in the first several months since launch.

Updated data from L-MIND form part of the data dossier submitted to the European Medicines Agency (EMA) seeking approval of Monjuvi in Europe for the treatment of patients with r/r DLBCL.

We are also investigating tafasitamab in B-cell malignancies in a number of ongoing and planned combination trials. The Phase 3 inMIND trial evaluating tafasitamab plus lenalidomide and rituximab (R-squared) versus R-squared in patients with relapsed or refractory follicular or marginal zone lymphoma is recruiting patients, and the Phase 3 frontMIND trial of tafasitamab plus lenalidomide and R-CHOP versus R-CHOP as a first-line treatment for in patients with DLBCL is expected to open for recruitment in the coming months.

The FDA approved Pemazyre® (pemigatinib) a selective fibroblast growth factor receptor (FGFR) inhibitor, for the treatment of adults with previously treated, unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or other rearrangement as detected by an FDA-approved test. Pemazyre is the first and only FDA-approved treatment for this indication.       GRAPHIC

The U.S. launch of Pemazyre has been successful and, in March, we announced that Pemazyre was approved in both Europe and Japan. The European Commission approved Pemazyre for the treatment of adults with unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or rearrangement that is relapsed or refractory, after at least one line of systemic therapy and was approved in Japan for the treatment of patients with unresectable biliary tract cancer (BTC) with a fibroblast growth factor receptor 2 (FGFR2) fusion gene, worsening after cancer chemotherapy.


48   |  Proxy Statement 2021



GRAPHIC

Table of Contents

Executive Compensation

Iclusig® (ponatinib) is approved in Europe for the treatment of certain of adult patients with chronic phase, accelerated phase or blast phase CML or the treatment of certain adult patients with Ph+ ALL. Iclusig sales grew 17% to $105 million in 2020.       GRAPHIC

In addition to our commercialized product portfolio, we also have late-stage assets under development.

In December 2020, data from three ongoing Phase 2 studies evaluating parsaclisib (PI3Kd) for the treatment of patients with relapsed or refractory follicular (CITADEL-203), marginal zone (CITADEL-204) and mantle cell (CITADEL-205) lymphomas were presented at ASH 2020. Data from the CITADEL program are expected to form the basis of an NDA seeking FDA approval of parsaclisib, which is expected to be submitted in the second half of 2021.

In January 2021, we announced that the FDA had accepted for Priority Review our Biologics License Application (BLA) for retifanlimab (PD-1) as a treatment for previously treated patients with advanced squamous cell carcinoma of the anal canal (SCAC) who have progressed following standard platinum-based chemotherapy. The FDA decision is expected in July 2021. The BLA submission was based on data from the Phase 2 POD1UM-202 trial evaluating retifanlimab in previously treated patients with advanced SCAC who have progressed following standard platinum-based chemotherapy; the Phase 3 POD1UM-303 trial in patients with SCAC is underway.

Inflammation and AutoImmunity (IAI) / Dermatology

We recently established Incyte Dermatology as a new commercial franchise in the U.S., in anticipation of the potential FDA approval ruxolitinib cream for use in patients with mild-to-moderate atopic dermatitis.       GRAPHIC

Ruxolitinib cream is a potent, selective inhibitor of JAK1 and JAK2 that provides the opportunity to directly target diverse pathogenic pathways that underlie certain dermatologic conditions, including atopic dermatitis, which is a form of eczema, and vitiligo.

The Phase 3 TRuE-AD program of ruxolitinib cream in patients with atopic dermatitis was successful and the NDA seeking FDA approval in this indication was submitted in December 2020. The submission was granted Priority Review and the FDA decision is expected in June 2021.

If approved, we expect the initial uptake of ruxolitinib cream to be driven by specialists in medical dermatology and allergy. We have recruited an exceptional team with significant experience in successfully launching dermatology products within the United States, and this team has identified a target group of approximately 11,000 potential high-prescribers.

The Phase 3 TRuE-V trials of ruxolitinib cream in patients with vitiligo are fully recruited and results are expected to be available in the coming months. If this pivotal trial program is successful, we expect to submit the sNDA to the FDA seeking approval of ruxolitinib cream in vitiligo as soon as we are able after FDA action in atopic dermatitis.

Partnered Programs (Incyte eligible for royalties and milestone payments)

GRAPHIC       GRAPHIC       GRAPHIC

We participate in multiple collaborative partnerships in which we are eligible for milestone payments and royalties on certain Incyte-discovered products that we licensed to third parties. These include Jakavi®


GRAPHIC


 


Proxy Statement 2021   |  49

Table of Contents

Executive Compensation

(ruxolitinib) and Tabrecta® (capmatinib), which are licensed Novartis, and Olumiant® (baricitinib), which is licensed to Eli Lilly and Company.

With the success of the REACH clinical trial program evaluating ruxolitinib in patients with steroid-refactory acute (REACH2) and steroid-refractory chronic (REACH3) GVHD, Novartis intends to seek approval for Jakavi in Europe and Japan in these indications.

During 2020, Novartis also announced U.S. and Japanese approvals of Tabrecta for certain patients with non-small cell lung cancer, and intends to submit for approval in Europe during 2021. Tabrecta was discovered by Incyte and global rights were licensed to Novartis in 2009.

During 2020, Lilly announced that Olumiant has been approved in both Europe and Japan as a treatment for certain patients with atopic dermatitis, and expects to announce the FDA decision on its sNDA seeking approval of Olumiant for atopic dermatitis during 2021.

Responsiveness to Stockholder Feedback

During 2020, we sought to engage directly, or indirectly through our proxy solicitor, D. F. King & Co., with investors representing approximately 80% of our outstanding shares at that time. Approximately 90% of the votes cast in the stockholder advisory "say on pay" vote on executive compensation in 2020 were cast to approve our executive compensation as described in last year's proxy statement.

In our outreach in the fall of 2020, we reached out to top stockholders representing approximately 80% of our shares outstanding. We held conversations with stockholders representing 45% of our shares outstanding, not including the shares owned by Baker Bros. Advisors LP. All engagements included our Chief Financial Officer with additional participation from our Head of Human Resources, our Assistant General Counsel and our Head of Investor Relations. Julian Baker, our Lead Independent Director, was involved in engagements with investors that specifically asked to speak with a member of our Board of Directors.

Feedback in 2020 was positive, with investors pleased with the progress Incyte has made in recent years in response to these investor engagements. The graphic below shows the evolution of our executive compensation structure over the last three years.

GRAPHIC

We believe that our current compensation structure strikes the right balance of motivation and retention for our executives, and feedback from investors was consistent with keeping the structure largely unchanged for 2021.


50   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Executive Compensation

The Compensation Committee considered the result of the stockholder advisory vote and direct feedback from investors as supportive of its overall compensation policies, practices and philosophy for our executive officers and has decided to maintain the same overall executive compensation structure for 2021, with the exception of:

Adding a total shareholder return (TSR) component to the PSU goals.

After reviewing CEO compensation within our peer group, lowering Mr. Hoppenot's 2021 total target equity award value from $12,900,000 to $12,400,000.

The Compensation Committee intends to continue to regularly review, assess and, when appropriate, adjust our compensation practices based on feedback from our stockholders or other determinations informed by best practices and trends.

Compensation Discussion and Analysis

Below is a comprehensive list of our compensation policies, including policy enhancements that we have made in our continuing effort to be responsive to issues discussed during our stockholder outreach over the last five years as well as advice of "stockholder advisory firms."

What We Do

We pay for performance, including having a TSR component for 2021 performance shares

 

We have adopted a compensation clawback policy

30% of executives' target equity award value is in the form of performance shares

 

Our Compensation Committee uses an independent compensation consultant, Compensia, and considers peer groups in establishing executive compensation

Beginning in 2020, performance shares have a three-year performance period

 

Robust anti-hedging and anti-speculation policies in place

Robust stock ownership guidelines for our CEO, executive officers and our directors

 

Our Compensation Committee is comprised of all independent directors

Double-trigger equity vesting in the event of a change-in-control

 

We conduct an annual say-on-pay vote

Equity awards have a minimum vesting period of 12 months.

 

We engage proactively with our stockholders throughout the year

 

What We Don't Do

We do not grant special option grants to our CEO

 

We do not pay for CEO life insurance policies

We do not reprice stock options without stockholder approval

 

We do not provide golden parachute excise tax gross-ups

We do not provide single-trigger equity vesting in the event of a change-in-control

 

We do not provide executive perquisites beyond financial and tax planning

Compensation Program Strategy and Objectives

The performance-based components and time-based components of our equity compensation program are designed to encourage both an appropriate level of risk-taking and a focus on sound long-term decision-making, thus aligning executive interests with the long-term best interests of our Company and our stockholders.


GRAPHIC


 


Proxy Statement 2021   |  51

Table of Contents

Executive Compensation

The Compensation Committee of our Board believes that the compensation of our executive officers should:

Pay for performance;

Encourage both creation of stockholder value and achievement of strategic corporate objectives;

Integrate compensation with our annual and long-term corporate objectives and strategy, and focus executive behavior on the fulfillment of both of those objectives;

Provide a competitive total compensation package that enables us to attract and retain, on a long-term basis, qualified personnel; and

Provide fair compensation consistent with internal compensation programs.

Our executive officers' compensation currently includes three primary components: base salary, cash bonus, and equity-based incentive awards.

Salary is a fixed amount and does not vary with our performance.

Cash bonus varies with our performance

Equity-based incentive awards can be made up of restricted stock units, performance shares or stock options.

All components of our executives' compensation other than base salary are closely tied to our Company's performance – either through the amounts (if any) of each component actually received or the value of each component over time, or both – and each such component of executive compensation contributes toward our goal of delivering long-term stockholder value. Each of the equity-based components – including the performance shares that only become earned upon achievement of pre-determined goals – are also subject to time-based vesting, which the Compensation Committee believes incentivizes executive retention.

GRAPHIC

(1)
Restricted Stock Units comprise 30% of target equity value. For a further description of the evolution of the equity compensation program, see "– Our Equity Grant Practices", starting on page 56.

(2)
Performance shares comprise 30% of target equity value. For a further description of the evolution of the equity compensation program, see "– Our Equity Grant Practices", starting on page 56.

(3)
Stock options comprise 40% of target equity value. For a further description of the evolution of the equity compensation program, see "– Our Equity Grant Practices", starting on page 56.


52   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Executive Compensation

As the design of our executive compensation program shows, the Compensation Committee believes that executive compensation should be designed to pay for performance. Our Company has made great progress in recent years, and executive compensation has reflected that performance.

CEO Compensation versus Peers

The charts below illustrate how the percentage of our CEO's compensation that is tied to performance compares with those of our peer group of companies. The Compensation Committee believes Mr. Hoppenot's compensation is in-line with our peer group's compensation as disclosed in their 2020 proxy reports, with Mr. Hoppenot's at-risk compensation percentage higher than that of the peer group average.

GRAPHIC

Average peer CEO compensation reflects 2019 compensation from the 2020 proxies of the peer group.

Target Compensation versus Realizable Compensation

Our executive compensation program is designed so that a substantial portion of the pay of our Chairman and Chief Executive Officer is delivered in the form of long-term incentives – which means that most of Mr. Hoppenot's Realizable Compensation (meaning, cash actually received during any year and the actual value of that year's equity grants as measured on December 31 of that year) is tied directly to our stock price performance and achievement of our long-term goals. Mr. Hoppenot's compensation, as reported in the Summary Compensation Table on page 68, reflects the accounting value of long-term incentives at grant and not the value actually received from these grants or their potential future value that may actually be realized.


GRAPHIC


 


Proxy Statement 2021   |  53


Table of Contents

Executive Compensation

We believe that it is useful to compare Mr. Hoppenot's Realizable Compensation between 2018 and 2020 with his Summary Compensation Table compensation for the same period as illustrated in the chart below.

GRAPHIC

Target Compensation reflects base salary, target bonus under the annual incentive compensation plan, and the value of stock and option awards as shown in the Summary Compensation Table, with the value of PSUs in 2018-2020 based on their target number of shares, not the amount of PSUs actually earned; Realizable Compensation includes the same elements but reflects the actual bonus paid under the annual incentive compensation plan, the number of PSUs earned in 2018 and 2019 (1 year performance period) and the target number of PSUs for 2020 (3 year performance period) at an $86.98 price.

Realizable Compensation reflects realizable values for equity granted during the applicable calendar year, calculated as of December 31 of such year, and includes:

equity granted within applicable calendar year, which includes for each year one half of the prior year's stock option award granted in January and one half of the current year's stock option award granted in July

special stock option grant awarded in 2018, with no realizable value at the year end stock price

the number of PSUs actually earned in 2018 and 2019 (1 year performance period) and the target number of PSUs for 2020 (3 year performance period)

The lower Realizable Compensation for each of the three years is the result of a combination of lower stock price, underwater stock options, and short term incentive awards that were, in some cases, earned below target. The Compensation Committee has designed Mr. Hoppenot's compensation to ensure that his Realizable Compensation is closely tied to our stock price performance. Our Compensation Committee believes that its pay for performance compensation strategy is working as intended and is best evaluated by examining Realizable Compensation, rather than solely the accounting compensation set forth in the Summary Compensation Table.


54   |  Proxy Statement 2021



GRAPHIC


Table of Contents

Executive Compensation

Implementing Our Objectives – Role of Compensation Committee and Our Chief Executive Officer

The Compensation Committee approves, administers and interprets our executive compensation and benefits policies, including our 2010 Stock Incentive Plan. The Compensation Committee evaluates the performance of our CEO and determines his compensation in light of the goals and objectives of our compensation program. Our CEO and the Compensation Committee together assess the performance of our other executive officers and determine their compensation, based on initial recommendations from our CEO.

Role of the Independent Compensation Consultant

Under its charter, the Compensation Committee has the sole authority to retain any independent compensation consultant or other advisor as the Committee may deem appropriate. Pursuant to this authority, the Compensation Committee has engaged Compensia, a national compensation consulting firm, for support on matters related to the compensation of our executive officers. Compensia does not provide any other services to our Company.

Compensia was retained by the Compensation Committee to prepare compensation analyses for our executive officers and the non-employee members of our Board of Directors. Specifically, for our executive officers, Compensia was directed to provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive equity compensation of our executive officers compared against our compensation peer groups and to review other market practices and trends. This market analysis was reviewed with the Compensation Committee in connection with its early 2020 compensation decisions, and was used to guide decisions regarding base salary adjustments and target annual cash and equity incentive award opportunities.

Market Reference Data

The Compensation Committee utilizes market reference data to evaluate the competitiveness of our executive officers' compensation and to determine whether the total compensation paid to each of our named executive officers is appropriate. When arriving at final compensation decisions, the Compensation Committee considers and assesses factors in addition to market reference data, including individual and company performance, each executive's role and responsibilities, internal equity, retention requirements and the competitive market, unrealized equity gains, and best compensation governance practices. The Committee does not tie compensation to specified target percentiles. In connection with its analysis for purposes of 2020 compensation decisions, the Compensation Committee reviewed information prepared by Compensia comparing the compensation for our executive officers with data from SEC filings and the Radford Global Life Sciences Survey for a peer group comprised of 19 publicly traded biopharmaceutical companies. We collectively refer to these data as the competitive compensation data. The peer group for 2020 compensation decisions, referred to as the 2020 peer group, was chosen based on the following characteristics: direct competitors for talent; comparable business models and stage; and of broadly similar size in revenue, market capitalization and/or headcount.

In September 2020, the peer group was changed because one company, Celgene, had been acquired and no longer provided compensation detail in public disclosure. This updated peer group of 18 companies was used for 2021 compensation decisions and is referred to as the 2021 peer group.


GRAPHIC


 


Proxy Statement 2021   |  55


Table of Contents

Executive Compensation

The following table shows Incyte versus the 2021 peer group on 2020 total revenue, total employees, and market capitalizations (market cap). All data is as of December 31, 2020.

Company
  Total
Revenue ($M)

  Company
  Total
Employees

  Company
  Market
Cap ($M)

 

Gilead

    24,689   Gilead     13,600   Gilead     73,031  

Biogen

    13,445   Regeneron     9,123   Vertex     61,457  

Regeneron

    8,497   Biogen     9,100   Regeneron     51,551  

Vertex

    6,206   Alexion     3,837   Biogen     37,679  

Alexion

    6,070   Vertex     3,400   Alexion     34,173