DEF 14A of Incyte Corp, Apr 28, 2026

DEF 14A of Incyte Corp

Filed Apr 28, 2026 · FY20250000879169-26-000031

Open on EDGAR

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    Secretary April 28, 2026

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    | Table of Contents |

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    | Proxy Statement Summary | | 1 | | Performance Highlights | | 2 | | PROPOSAL 1 | Election of Directors | 6 | | Director Nominees | | 6 | | Board Committees | | 11 | | Compensation of Directors | | 14 | | Corporate Governance | | 16 | | PROPOSAL 2 | Advisory Vote to Approve Executive Compensation | 23 | | Executive Compensation | | 24 | | Compensation Discussion and Analysis | | 24 | | Compensation Committee Report | | 38 | | Executive Compensation Tables | | 39 | | CEO Pay Ratio | | 54 | | Pay Versus Performance | | 55 | | Equity Compensation Plan Information | | 60 | | PROPOSAL 3 | Ratification of Independent Registered Public Accounting Firm | 61 | | Report of the Audit and Finance Committee of the Board | | 63 | | Security Ownership of Certain Beneficial Owners and Management | | 64 | | Other Matters | | 66 | | Frequently Asked Questions | | 68 | | Appendix A: Note Regarding Forward-Looking Statements | | A-1 |

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    | Proxy Statement 2026 | i |

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    | Proxy Statement Summary |

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    Meeting Information

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    | Time and Date: | 10:00 A.M. EDT, June 8, 2026 | | Place: | 1815 Augustine Cut-Off, Wilmington, DE 19803 | | Record Date: | April 14, 2026 | | Admission: | Please follow the instructions contained in this Proxy Statement | | Mail Date: | The Proxy Availability Notice will be mailed to shareholders on or about April 28, 2026 |

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    Voting Matters

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    | | Boards Voting Recommendation | | | PROPOSAL 1 | | FOR each Nominee | | Election of Directors | | |

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    | PROPOSAL 2 | | FOR | | Advisory Vote to Approve Executive Compensation | | |

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    | PROPOSAL 3 | | FOR | | Ratification of Independent Registered Public Accounting Firm | | |

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    | How to Vote You may vote using any of the following methods: | | | | | | | | | | INTERNET | | TELEPHONE | | MAIL | | IN PERSON | | Shareholders of record may vote online at www.envisionreports.com/INCY | | Shareholders 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 Investor Relations Department at (302) 498-6700. | |

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    | Proxy Statement 2026 | 1 |

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    | Performance Highlights |

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    2025 Financial Performance Incyte delivered strong commercial performance and meaningful portfolio diversification in 2025. Total revenues for the full year 2025 were $5.14 billion, representing a 21% increase compared to 2024, primarily driven by an increase in total net sales. Total net sales increased 20% to $4.35 billion for the full year 2025, driven by broad-based demand across the Core Business. The Core Business includes seven Incyte-marketed products, including Jakafi® (ruxolitinib), Opzelura® (ruxolitinib cream), Monjuvi® (tafasitamab-cxix)/Minjuvi® (tafasitamab), Zynyz® (retifanlimab-dlwr), Niktimvo™ (axatilimab-csfr), Pemazyre® (pemigatinib) and Iclusig® (ponatinib). Within the Core Business, Jakafi remains an integral part of our portfolio and a key driver of total net sales, contributing $3.09 billion in 2025, an 11% increase year over year. Prescription demand grew by 9% in 2025, with increased demand across all approved indications, including myelofibrosis (“MF”), graft-versus-host disease (“GVHD”) and polycythemia vera (“PV”). The Core Business outside of Jakafi demonstrated robust momentum, growing from $826.8 million in 2024 to $1.26 billion in 2025, representing a 53% increase in net sales. Opzelura, Monjuvi/Minjuvi, Zynyz and Niktimvo were the largest absolute growth contributors to revenue outside of Jakafi in 2025. Opzelura continues to play an increasingly important role in the Core Business, contributing $678 million in net sales in 2025, an increase of 33% compared to prior year. The growth was supported by continued uptake in the U.S. atopic dermatitis (“AD”) and vitiligo markets, including the strong pediatric AD launch in the U.S. in the second half of 2025, as well as international adoption of Opzelura in vitiligo. In our Hematology and Oncology portfolio, growth was driven by the strong launch of Niktimvo in chronic GVHD and growth from Monjuvi and Zynyz following label expansion in follicular lymphoma (“FL”) and squamous cell carcinoma of the anal canal (“SCAC”), respectively. Niktimvo finished its first year at $152 million, with broad and deep utilization of bone marrow transplant centers and more than 1,400 patients treated in 2025. Monjuvi/Minjuvi net sales grew 21% to $145 million, primarily driven by the approval and launch in FL in the middle of 2025. Zynyz net sales were $66 million, driven by the approval and strong launch in SCAC in the second quarter of 2025. Iclusig and Pemazyre contributed $134 million and $87 million, respectively, in 2025.

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    | 2 | Proxy Statement 2026 |

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    Regulatory and Clinical Achievements In 2025, Incyte advanced its pipeline across its three core therapeutic franchises – Hematology, Oncology and Inflammation and Autoimmunity (“IAI”) – achieving significant regulatory and clinical milestones that support long-term growth and the development of a durable, diversified portfolio. Hematology Within Hematology, 2025 marked an important year of regulatory progress and clinical advancement in myeloproliferative neoplasms (“MPNs”), GVHD and B-cell malignancies. In January 2025, we launched Niktimvo in the U.S. following the August 2024 U.S. Food and Drug Administration (“FDA”) approval of Niktimvo for the treatment of adult and pediatric patients (weighing at least 40 kg) with chronic GVHD (“cGVHD”) after failure of at least two prior lines of systemic therapy. Niktimvo is the first FDA-approved therapy targeting CSF-1R in cGVHD and represents an important addition to our hematology portfolio. Development continues in additional settings, including combination trials with ruxolitinib and steroids in first-line cGVHD. In B-cell malignancies, we continued to expand the global footprint of tafasitamab. In 2025, we obtained regulatory approvals in the U.S., Europe and Japan for tafasitamab (Monjuvi/Minjuvi) in combination with lenalidomide and rituximab for patients with relapsed or refractory FL. In addition, the pivotal frontMIND Phase 3 trial evaluating tafasitamab plus lenalidomide and R-CHOP in first-line diffuse large B-cell lymphoma (“DLBCL”) met its primary endpoint of progression-free survival, as well as a key secondary endpoint of event-free survival, by investigator assessment. We plan to submit a supplemental Biologics License Application for this indication in the first half of 2026. We also advanced multiple earlier-stage programs in MPNs. INCA033989, a first-in-class monoclonal antibody targeting mutant calreticulin (mutCALR), is being developed in essential thrombocythemia (“ET”) and MF. Clinical data presented in 2025 from the Phase 1 trial of INCA033989 in patients with ET demonstrated a rapid and durable normalization of platelet counts and a reduction in peripheral blood mutCALR variant allele frequency, correlating with hematologic response to INCA033989 treatment. In MF, clinical data presented from the Phase 1 trial evaluating INCA033989 as monotherapy or in combination with ruxolitinib demonstrated rapid and robust reductions in spleen volume and symptoms and improvements with anemia. In 2025, the FDA granted Breakthrough Therapy Designation for INCA033989 in ET for patients with a Type 1 CALR mutation, and registrational trials are expected to begin in mid-2026 for ET and in the second half of 2026 for MF. Our selective JAK2V617F inhibitor (INCB160058) also continued enrollment in its Phase 1 trial, with initial data anticipated in the second half of 2026. In addition, we submitted our response to the FDA complete response letter for the ruxolitinib extended-release (“XR”) formulation, with a regulatory decision anticipated in mid-2026. Oncology In Oncology, we continued to build momentum across our immuno-oncology portfolio and targeted therapy programs, advancing multiple assets from early clinical development into late-stage studies. Zynyz continued to expand globally following positive results from the pivotal POD1UM-303/InterAACT2 trial in SCAC. In 2025, regulatory approvals and submissions progressed across multiple geographies, supporting continued commercial expansion in first-line advanced SCAC. In March 2026, the European Commission approved Zynyz in combination with carboplatin and paclitaxel for the first-line treatment of adult patients with metastatic or with inoperable locally recurrent SCAC. Beyond PD-1 inhibition, we are advancing next-generation immuno-oncology combinations designed to address tumor immune resistance mechanisms. INCA33890, our TGFβR2xPD-1 bispecific antibody, is designed to simultaneously inhibit PD-1 and neutralize TGFβ within the tumor microenvironment. Phase 1 clinical data demonstrated encouraging anti-tumor activity, including confirmed responses and durable disease control in heavily pretreated patients across multiple solid tumor types. The safety profile was consistent with the known effects of PD-1 inhibition, with manageable tolerability and no unexpected safety signals. Based on these data, we initiated a global Phase 3 trial in first-line microsatellite-stable colorectal cancer (“MSS CRC”) evaluating INCA33890 in combination with standard-of-care chemotherapy and bevacizumab. MSS CRC represents a large patient population with historically limited responsiveness to checkpoint inhibition, and we believe dual PD-1/TGFβ targeting has the potential to improve outcomes in this setting.

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    | Proxy Statement 2026 | 3 |

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    Our KRASG12D inhibitor, INCB161734, represents another important advance in our solid tumor strategy. KRASG12D is one of the most prevalent oncogenic drivers in pancreatic ductal adenocarcinoma (“PDAC”) and other gastrointestinal malignancies and historically has been difficult to target selectively. Phase 1 data presented in 2025 demonstrated early evidence of anti-tumor activity in patients with advanced or metastatic PDAC, including partial responses and durable stable disease in heavily pretreated populations. We observed activity both as monotherapy and in combination with chemotherapy, and the safety profile was manageable and consistent with the targeted mechanism of action. These results support continued dose optimization and expansion cohort enrollment, as well as combination strategies intended to enhance depth and durability of response. Based on these data, we initiated a Phase 3 trial in first-line PDAC evaluating INCB161734 in combination with standard-of-care chemotherapy in the first quarter of 2026. In targeted oncology, our CDK2 inhibitor (INCB123667) progressed rapidly during 2025. Phase 1 data demonstrated single-agent anti-tumor activity, particularly in ovarian and endometrial cancers characterized by Cyclin E1 overexpression. The safety profile supported further development, and based on these findings, we initiated the MAESTRA-1 Phase 2 trial and the MAESTRA-2 Phase 3 trial in platinum-resistant ovarian cancer (“PROC”) in the fourth quarter of 2025. We also plan to initiate a Phase 3 trial in first-line maintenance ovarian cancer, reflecting our confidence in the program’s potential to address a defined biomarker-selected population. Across Oncology, our strategy is to combine differentiated mechanisms – including checkpoint inhibition, TGFβ modulation, KRAS targeting and cell-cycle inhibition – with disciplined advancement into pivotal trials where we see the potential for meaningful clinical differentiation. With multiple Phase 3 trials underway and additional programs advancing through dose expansion and combination cohorts, we believe our oncology pipeline is increasingly positioned to contribute to long-term portfolio diversification and growth. Inflammation and Autoimmunity (IAI) Within IAI, we continued to expand the development of ruxolitinib cream and povorcitinib. Opzelura’s role continues to broaden across AD and vitiligo, supported by the strong uptake in existing populations and the FDA’s approval in pediatric AD in September 2025, further extending its reach. We continue to advance development efforts in additional inflammatory dermatologic conditions, including hidradenitis suppurativa (“HS”), where we anticipate data from the TRuE-HS1 and TRuE-HS2 Phase 3 trials in the fourth quarter of 2026. Povorcitinib, our selective oral JAK1 inhibitor, achieved a significant milestone in 2025 with positive data from the Phase 3 STOP-HS1 and STOP-HS2 trials in HS. Both pivotal trials met their primary endpoint of Hidradenitis Suppurativa Clinical Response versus placebo at Week 12 in both dose groups (45mg and 75mg). In the long-term extension, clinically meaningful and durable responses were observed with povorcitinib through week 54. Based on these Phase 3 results, we completed regulatory submissions for povorcitinib in HS in both the European Union and the United States, positioning the program for potential approvals in late 2026 and early 2027, respectively. HS remains a chronic, debilitating inflammatory skin disease with limited oral treatment options, and we believe povorcitinib has the potential to address an important unmet need in this setting. If approved, povorcitinib would represent our first oral and systemic therapy within the IAI franchise and a meaningful expansion beyond topical dermatology. Beyond HS, we continue to develop povorcitinib across multiple immune-mediated diseases. In vitiligo, the STOP-V1 and STOP-V2 Phase 3 trials are ongoing, with data expected by the second quarter of 2026. In prurigo nodularis (“PN”), two Phase 3 trials, STOP-PN1 and STOP-PN2, are ongoing, with data expected by the fourth quarter of 2026. Additionally, povorcitinib is being evaluated in a Phase 2 trial in patients with uncontrolled asthma, reflecting the broader potential of povorcitinib in systemic inflammatory diseases beyond dermatology. These programs underscore the versatility of JAK1 inhibition and our strategy to leverage shared immunologic mechanisms across multiple indications.

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    | 4 | Proxy Statement 2026 |

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    Clinical Development Pipeline By year-end 2026, we expect to have regulatory submissions and potential approvals across four assets, fourteen pivotal clinical trials underway and multiple pivotal data readouts, further demonstrating the breadth and depth of the Incyte pipeline. The following graph provides an overview of our current development pipeline.

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    | THERAPEUTIC AREA | PROGRAM | INDICATION(S) | CLINICAL PROOF OF CONCEPT | PIVOTAL | | Hematology | Axatilimab CSF-1R | 1L cGvHD (+ ruxolitinib) | | | | | | 1L cGvHD (+ steroids) | | | | | INCA033989 mutCALR | CALR-mutated ET (2L) | | | | | | CALR-mutated MF (1L) | | | | | | CALR-mutated MF (2L) | | | | | INCB160058 JAK2V617F | JAK2 V617F-mutated MPNs | | | | | INCA035784 mutCALRxCD3 bispecific | CALR-mutated MF, ET | | | | | Ruxolitinib XR (QD) JAK1/JAK2 | MF, PV, cGvHD | | | | | Tafasitamab CD19 | 1L DLBCL | | | | Oncology | INCB123667 CDK2 | PROC | | | | | | Ovarian (1L maintenance) | | | | | INCB161734 KRAS G12D | PDAC (G12D-mutated) | | | | | INCA33890 TGFβR2xPD-1 bispecific | MSS CRC | | | | IAI | Ruxolitinib Cream JAK1/JAK2 | HS (mild/moderate) | | | | | Povorcitinib JAK1 | HS (moderate/severe) | | | | | | PN (moderate/severe) | | | | | | Vitiligo (moderate/severe) | | | | | | Asthma | | |

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    | Proxy Statement 2026 | 5 |

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    2026 Proposals

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    | PROPOSAL 1 | | Election of Directors |

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    The Board proposes the election of eight directors of our Company to serve until the 2027 annual meeting of shareholders, or thereafter until their successors are duly elected and qualified. If any nominee is unable or declines to serve as a 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. Director Nominees Names of the nominees and certain biographical information about them are set forth below:

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    | William J. Meury | | | | Chief Executive Officer | | | | Age: 58 Director Since: June 2025 Committees: None | Other Public Company Boards Current: None | Past 5 Years: •Karuna Therapeutics, Inc. (2023-2024) | | BACKGROUND: Mr. Meury joined Incyte in June 2025 and is currently our Chief Executive Officer, in addition to serving as a director. Prior to joining Incyte, Mr. Meury served as President and Chief Executive Officer of Anthos Therapeutics, Inc., a privately held biopharmaceutical company, from April 2024 until its acquisition by Novartis in April 2025. From January 2023 through March 2024, Mr. Meury served as President and Chief Executive Officer of Karuna Therapeutics, Inc., a publicly traded biopharmaceutical company that was acquired by Bristol-Myers Squibb Company. From May 2020 through December 2022, Mr. Meury served as a Partner at Hildred Capital Management, a private equity firm focusing on the healthcare industry. Prior to joining Hildred Capital Management, Mr. Meury served as the Chief Commercial Officer of Allergan plc, a global pharmaceutical company, from May 2016 through its acquisition by AbbVie Inc. in May 2020. Mr. Meury previously served as Allergan’s President, Branded Pharma from March 2015 to May 2016 and joined Allergan in July 2014 as Executive Vice President, Commercial, North American Brands. Prior to joining Allergan, Mr. Meury served as Executive Vice President, Sales and Marketing at Forest Laboratories, Inc., a specialty pharmaceutical company that was acquired by Actavis plc in July 2014. He joined Forest in 1993 and held multiple roles of increasing responsibility in marketing, new products, business development, and sales. Before joining Forest, Mr. Meury worked in public accounting for Reznick, Fedder & Silverman and in financial reporting for MCI Communications, Inc. QUALIFICATIONS: The Board has concluded that William J. Meury 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 President and Chief Executive Officer of Anthos and Karuna. In particular, he has significant experience in launching and commercializing healthcare products. His past experiences and his current role as our CEO give him strong knowledge of our strategy, markets, competitors, financials and operations. | | |

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    | 6 | Proxy Statement 2026 |

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    | Julian C. Baker | | | | Chair of the Board | | | | Age: 59 Director Since: November 2001 Committees: •Nominating and Corporate Governance (Chair) •Compensation | Other Public Company Boards Current: •Acadia Pharmaceuticals Inc. •Madrigal Pharmaceuticals, Inc. •Denali Therapeutics Inc. | Past 5 Years: •Prelude Therapeutics Incorporated (2021-2025) •Alumis, Inc. (2022-2024) | | BACKGROUND: Mr. Baker is a Managing Member of Baker Bros. Advisors LP (“BBA”), a biotechnology-focused investment adviser to fund partnerships whose investors are primarily endowments and foundations. Mr. Baker founded BBA, together with his brother Felix Baker, in 2000. Prior to BBA, Mr. Baker was a portfolio manager at Tisch Financial Management from 1994 to 1999. 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. | | |

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    | Jean-Jacques Bienaimé | | | | Independent Director | | | | Age: 72 Director Since: January 2015 Committees: •Compensation (Chair) •Nominating and Corporate Governance | Other Public Company Boards Current: •Immunome, Inc. •Keros Therapeutics, Inc. •Ascendis Pharma A/S | Past 5 Years: •BioMarin Pharmaceutical Inc. (2005-2024) | | BACKGROUND: Mr. Bienaimé served as Chief Executive Officer from May 2005 to November 2023 and as Chair of the board of directors from June 2015 to November 2023 of BioMarin Pharmaceutical Inc., a biopharmaceutical company. From November 2002 to April 2005, Mr. Bienaimé served as Chair, 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 Chair, 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 also a director of the Biotechnology Innovation Organization. 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 experience as a director of other publicly held life sciences companies. | | |

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    | Proxy Statement 2026 | 7 |

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    | Otis W. Brawley, M.D. | | | | Independent Director | | | | Age: 66 Director Since: September 2021 Committees: •Science and Technology | Other Public Company Boards Current: •Agilent Technologies, Inc. •Lyell Immunopharma, Inc. •PDS Biotechnology Corporation | Past 5 Years: None | | BACKGROUND: Dr. Brawley has served as a Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since January 2019. From April 2007 to December 2018, Dr. Brawley served as the Chief Medical and Scientific Officer of the American Cancer Society. From January 2002 to August 2007, Dr. Brawley was director of the Georgia Cancer Center at Grady Memorial Hospital. From April 2001 to December 2018, Dr. Brawley served as Professor of hematology, oncology, medicine and epidemiology at Emory University. Prior to joining Emory University, Dr. Brawley was an assistant director and senior investigator at the National Cancer Institute and an internist and oncologist at the National Institutes of Health Clinical Center and Bethesda Naval Hospital. QUALIFICATIONS: The Board has concluded that Otis W. Brawley should serve on the Board because he has significant medical and scientific leadership experience. Dr. Brawley’s medical and academic background in oncology and hematology, together with his medical, scientific and public health leadership experience, are expected to assist the Board in its oversight role over our drug discovery and development efforts and to provide the Board with relevant insight into healthcare delivery. In addition, Dr. Brawley has experience serving as a director of other publicly held life sciences companies. | | |

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    | Paul J. Clancy | | | | Independent Director | | | | Age: 64 Director Since: January 2015 Committees: •Audit and Finance (Chair) •Compensation | Other Public Company Boards Current: •Sionna Therapeutics, Inc. | Past 5 Years: •Exact Sciences Corporation (2021-2026) •Xilio Therapeutics, Inc. (2020-2026) •Agios Pharmaceuticals, Inc. (2013-2023) | | 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 other publicly held life sciences companies. His breadth and depth of financial experience position him well to serve as Chair of the Audit and Finance Committee of the Board. | | |

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    | 8 | Proxy Statement 2026 |

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    | Jacqualyn A. Fouse, Ph.D. | | | | Independent Director | | | | Age: 64 Director Since: November 2017 Committees: •Audit and Finance •Nominating and Corporate Governance | Other Public Company Boards Current: •Agios Pharmaceuticals, Inc. •Madrigal Pharmaceuticals, Inc. | Past 5 Years: None | | BACKGROUND: Dr. Fouse served as Chief Executive Officer of Agios Pharmaceuticals, Inc., a biopharmaceutical company, from February 2019 until August 2022. She became Chair of the Agios Board of Directors in August 2022 and retired as CEO. 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 in Europe, including Swissair and Nestle. QUALIFICATIONS: The Board has concluded that Jacqualyn A. Fouse should serve on the Board because she has significant executive leadership, corporate finance, financial reporting and accounting expertise as a result of her executive roles at other companies. Dr. Fouse also provides diverse and valuable corporate governance, management, operational and strategic expertise to the Board through her experience as an executive officer and a director of other publicly held life sciences companies. | | |

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    | Edmund P. Harrigan, M.D. | | | | Independent Director | | | | Age: 73 Director Since: December 2019 Committees: •Science and Technology (Chair) •Audit and Finance | Other Public Company Boards Current: •Acadia Pharmaceuticals Inc. | Past 5 Years: •PhaseBio Pharmaceuticals, Inc. (2018-2023) | | BACKGROUND: 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. | | |

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    | Proxy Statement 2026 | 9 |

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    | Katherine A. High, M.D. | | | | Independent Director | | | | Age: 74 Director Since: March 2020 Committees: •Science and Technology | Other Public Company Boards Current: •CRISPR Therapeutics AG | Past 5 Years: None | | BACKGROUND: Dr. High began serving in January 2025 as Chief Executive Officer of RhyGaze AG, a private entity spun off from the Institute for Clinical and Molecular Ophthalmology based in Basel, Switzerland. Dr. High served as President, Therapeutics of Asklepios Biopharmaceutical, Inc., a biotechnology and gene therapy company that is a wholly-owned subsidiary of Bayer AG, from January 2021 until Dec 2022. 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. Currently Dr. High is a Visiting Professor at Rockefeller University in New York. 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 other publicly held life sciences companies. | | |

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    | | The Board recommends a vote “FOR” election as director of each of the nominees set forth above. |

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    | 10 | Proxy Statement 2026 |

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    Board Committees The Board has established four standing committees to assist the Board in discharging its responsibilities: the Audit and Finance Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the 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 the rules of the Securities and Exchange Commission (the “SEC”). 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 https://www.incyte.com under the “Governance” heading in the “Investors” portion of our website. Please note that the information provided on our website is not part of this Proxy Statement. The Board has also established a Non-Management Equity Award Committee to assist the Compensation Committee in discharging its responsibilities. The Board will update committee composition as appropriate after the Annual Meeting.

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    | 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 and auditing, accounting and related processes; independent auditor’s qualifications, independence and performance; internal audit function’s performance; systems of internal controls regarding finance, accounting, financial reporting, and business practices and conduct established by management and the Board; compliance with legal and regulatory requirements; finance-related matters, including financing and tax strategies, capital allocation and capital structure; and enterprise risk assessment and management practices; •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 and reviewing reports from the independent registered public accounting firm; •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 the Company’s enterprise risk assessment and management practices, including with respect to financial, operating, cybersecurity and other information technology, 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 investment policy, capital allocation strategies, capital structure and tax structure and strategies. 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 SEC. 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) | | | Jacqualyn A. Fouse Edmund P. Harrigan | | | Met 9 times in 2025 |

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    | Proxy Statement 2026 | 11 |

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    | Compensation Committee | | | The Compensation Committee’s responsibilities include: •assisting the Board in meeting its responsibilities with regard to oversight and determination of executive and director compensation; •reviewing and making recommendations with respect to major compensation plans, policies and programs of the Company; •determining and monitoring compensation arrangements for our CEO and other executive officers, including any stock-based compensation awards; •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; •reviewing the Company’s strategies and programs with respect to human capital management and succession planning; •determining the Company’s performance with respect to its corporate goals and objectives; 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 Susanne Schaffert1 | | | Met 8 times in 2025 |

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    | 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 shareholders; •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. | COMMITTEE MEMBERS | | | Julian C. Baker (Chair) | | | Jean-Jacques Bienaimé Jacqualyn A. Fouse | | | Met 6 times in 2025 |

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    | 12 | Proxy Statement 2026 |

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    | 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 | | | Edmund P. Harrigan (Chair) | | | Otis W. Brawley Katherine A. High Susanne Schaffert1 | | | Met 2 times in 2025 |

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    | Proxy Statement 2026 | 13 |

  49. Secretary

    Compensation of Directors Our director compensation program is designed to attract and retain highly qualified directors by aligning our compensation with that offered by our peer companies that compete with us for director talent. Compensation reflects the time, effort, expertise and accountability required of active board membership. Directors who are employees of the Company, namely Mr. Meury, our current CEO, and Hervé Hoppenot, our former President and CEO who was a member of the Board until his retirement from the Board in December 2025, 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 “Executive Compensation—Compensation Discussion and Analysis”). Under our 2010 Stock Incentive Plan, the Board may set the total grant date target value of annual equity awards to our non-employee directors up to a maximum of $500,000. The mix of equity awards for our non-employee directors is 60% stock options and 40% restricted stock unit (“RSU”) awards. The Compensation Committee, with the assistance of its independent compensation consultant, most recently reviewed the compensation for non-employee directors of peer group companies in December 2025. Based on the Compensation Committee’s review, effective January 1, 2026, the Board increased the annual retainer for service as a non-employee director from $60,000 to $65,000 to align with peer median levels and increased the annual additional retainer for service as the non-employee Board Chair from $40,000 to $65,000 to reflect the Chair’s increased workload. The Compensation Committee determined not to recommend any change to the compensation for service as a committee member or the total grant date target value of non-employee director equity awards that was set by the Board at $400,000 for 2024 and 2025. The annual retainers for Board service, committee membership and chair service are set forth below.

  50. Secretary

    | Role | Cash Retainer ($)(1) | Total Equity Awards ($)(2) | | Non-Employee Board Chair | 130,000 | 400,000 | | Non-Employee Director | 65,000 | 400,000 |

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    (1)Annual cash retainers are payable quarterly. Non-employee directors may elect to receive their retainers and committee fees in the form of restricted shares that vest immediately when the associated quarterly retainer amount is paid. (2)Equity awards are 60% stock options and 40% RSU awards, determined in the same manner as awards to our executive officers, as described below under “Executive Compensation—Compensation Discussion and Analysis.” The Board has determined that for 2025 and 2026, the total grant date target value for equity awards will be $400,000 for all non-employee directors. The stock options will have a term of 10 years and an exercise price equal to the fair market value on the date of grant. Each award will vest in full on the first anniversary of the date of grant or, if earlier, the date of the next annual meeting of shareholders or upon a change in control.

  52. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

  53. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | Total ($) | | Julian C. Baker | — | 308,436 | 264,702 | 573,138 | | Jean-Jacques Bienaimé | 95,000 | 176,436 | 264,702 | 536,138 | | Otis W. Brawley | 70,000 | 176,436 | 264,702 | 511,138 | | Paul J. Clancy | — | 273,436 | 264,702 | 538,138 | | Jacqualyn A. Fouse | 83,500 | 176,436 | 264,702 | 524,638 | | Edmund P. Harrigan | — | 274,936 | 264,702 | 539,638 | | Katherine A. High | 70,000 | 176,436 | 264,702 | 511,138 | | Susanne Schaffert(4) | 82,000 | 176,436 | 264,702 | 523,138 |

  54. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (1)Amounts listed in this column represent the sum of the aggregate grant date value of immediately vested restricted share 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 2025 annual meeting of our shareholders, 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 the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our assumptions in determining the ASC 718 values of our stock awards. The following table provides the grant date value of restricted share awards issued in lieu of cash retainer and committee fees and the grant date fair value of RSUs shown in the above table:

  55. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Value of Restricted Share Awards in lieu of Cash Retainer and Committee Fees ($) | Grant Date Fair Value of RSU Awards ($) | | Julian C. Baker | 132,000 | 176,436 | | Jean-Jacques Bienaimé | — | 176,436 | | Otis W. Brawley | — | 176,436 | | Paul J. Clancy | 97,000 | 176,436 | | Jacqualyn A. Fouse | — | 176,436 | | Edmund P. Harrigan | 98,500 | 176,436 | | Katherine A. High | — | 176,436 | | Susanne Schaffert | — | 176,436 |

  56. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (2)Amounts listed in this column represent the aggregate grant date fair value of stock option awards granted upon re-election at the 2025 annual meeting of our shareholders, determined in accordance with the ASC 718 for financial reporting purposes. See Note 12 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 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 stock options held at December 31, 2025 for each director who was then serving on the Board.

  57. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Number of Unvested RSU Awards | Number of Shares Underlying Unexercised Options | | Julian C. Baker | 2,518 | 118,147 | | Jean-Jacques Bienaimé | 2,518 | 118,147 | | Otis W. Brawley | 2,518 | 48,061 | | Paul J. Clancy | 2,518 | 118,147 | | Jacqualyn A. Fouse | 2,518 | 121,897 | | Edmund P. Harrigan | 2,518 | 65,035 | | Katherine A. High | 2,518 | 61,960 | | Susanne Schaffert | 2,518 | 39,778 |

  58. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Proxy Statement 2026 | 15 |

  59. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Corporate Governance

  60. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | What We Do | | | Majority voting for directors in uncontested elections | Audit and Finance Committee receives semiannual compliance updates | | Strong and active Board Chair, representing one of our largest shareholders | Board members have complete access to management and employees in their discretion and Board 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 ethics requirements through our 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 review and approval of corporate strategic plan, including the budget, at least annually | | Annual election of all directors | High Board and committee attendance | | Limits on outside board and audit committee service | Extensive ongoing shareholder outreach | | Proxy access bylaw (3% ownership, 3 years, nominees up to 20% of the Board) | Audit and Finance Committee receives updates from our cybersecurity team at least twice per year |

  61. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 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” |

  62. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Majority Voting Policy Our Bylaws provide that, in an uncontested election, director nominees must receive a majority of the votes cast to be elected to the Board. In order to receive a majority of the votes cast, the number of shares voted “FOR” must exceed the number of shares voted “AGAINST”; abstentions and broker non-votes do not count as votes cast. 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 shareholder vote. The director whose resignation is under consideration cannot participate in any decision regarding that director’s 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.

  63. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 16 | Proxy Statement 2026 |

  64. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Board Leadership Structure Our current leadership structure and governing documents permit the roles of Chair and CEO to be filled by the same or different individuals. Where the Chair 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. Currently the Board believes it is in the best interests of our shareholders to have William J. Meury serve as our CEO and Julian C. Baker – a managing member of the general partner of one of our largest shareholders (Baker Bros. Advisors LP and affiliated entities who collectively hold approximately 15% of our common stock as of April 14, 2026) – serve as the Chair of our Board. 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: •A review, at least annually, of the Company’s strategic plan and the following year’s capital and operating budgets. •The annual election of all directors, ensuring accountability to shareholders. •Regular executive sessions of the independent, non-employee directors – without Mr. Meury – to review Company performance, CEO performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items. •The requirement that only independent directors serve on the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. •The requirement that a majority of the Board comprises independent directors, with 87% 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. •The appointment of a Lead Independent Director if the Chair and CEO roles are filled by the same individual. •Robust duties of the Lead Independent Director, which include: •presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; •serving as liaison between the Chair/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; and •being available for consultation with shareholders, when appropriate. 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 shareholders’ 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 Chair and CEO is in the best interest of the Company and of our shareholders.

  65. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Proxy Statement 2026 | 17 |

  66. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Board 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, financial reporting and internal controls and cybersecurity risks. The Board and its committees consider strategic and operational risks and opportunities and regularly receive reports from executive management regarding specific aspects of risk management, including risks associated with our strategic plan, our capital structure, our research and development activities, our commercial activities, drug pricing and reimbursement, our manufacturing and supply activities, cybersecurity, our ESG program and our human capital management. The Audit and Finance Committee has primary responsibility for overseeing our financial processes, compliance with legal and regulatory requirements and enterprise risk assessment and management practices. The Audit and Finance Committee meets throughout the year and receives regular reports from executive management with respect to, and reviews such risks associated with, our financial and accounting systems, accounting policies, investment strategies, global tax matters, regulatory and ethics compliance and information systems and technology, including cybersecurity risks and readiness. We have a Chief Compliance Officer, who regularly provides the Audit and Finance Committee with information and briefings about current and emerging compliance risks and regulatory, enforcement and other external factors that may affect our business operations, risk management or strategy. The Audit and Finance Committee also receives information and briefings from the head of our internal audit team, as well as representatives of our independent registered public accounting firm. The Audit and Finance Committee meets regularly with our independent registered public accounting firm and periodically with our Chief Compliance Officer and the head of our internal audit team 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 (1) do not incentivize employees to take unnecessary or excessive risks that could have a material adverse effect on our Company and (2) provide appropriate incentives for meeting both short-term and long-term objectives and increasing shareholder value over time. The Compensation Committee also considers risks relating to our human capital management. The Nominating and Corporate Governance Committee reviews our risks associated with governance matters and non-compensation related human resources matters. The Science and Technology Committee reviews and evaluates our risks associated with our research and discovery programs and strategies. Each Board committee reports regularly to the full Board on its activities. In addition, the Board participates in regular discussions with our executive management on many core subjects, including strategy, operations, finance, drug pricing and reimbursement and legal and public policy matters, in which risk oversight is an inherent element. The Board believes the leadership structure described above under “Board Leadership Structure” facilitates the Board’s oversight of our risk management because it allows the Board, with leadership from our Chair and working through its committees, which are all composed of independent directors, to proactively participate in the oversight of our management’s actions. Director Independence In 2025, our Board determined that each individual who served as a member of the Board in 2025 was an “independent director” within the meaning of Rule 5605 of The Nasdaq Stock Market except for Mr. Meury and Mr. Hoppenot. Given Mr. Meury’s role as our CEO, he is not considered independent. Likewise, Mr. Hoppenot was not considered independent as he was employed as our President and CEO until his retirement in June 2025, and he then entered into a transition agreement pursuant to which he serves as special adviser to our current CEO, as described below under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements—Agreements With Former Executive Officers.” For all other directors, the Board considers 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.

  67. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 18 | Proxy Statement 2026 |

  68. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Board Evaluation and Refreshment At least annually, the Board assesses its composition, taking into consideration: the knowledge, experience and diverse perspectives of its directors; each individual director’s performance and contributions to the Board and its committees; the other time commitments of directors; and other factors the Board deems appropriate, such as independence, absence of conflicts and lack of any reputational risks. The Board weighs these factors with Incyte’s priorities and needs. Our directors serve one-year terms, and all continuing directors are subject to our shareholders’ votes every year. Since 2019, we have added four new independent directors, with an emphasis on strengthening the Board’s expertise in the areas of drug discovery, clinical development and global commercialization, given Incyte’s extensive development portfolio across hematology, oncology, and inflammation and autoimmunity. 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. Overboarding Policy The Board of Directors recognizes that in order to be effective, each director must be fully engaged. Our Overboarding Policy states that no new independent 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 independent 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. All of our Board nominees are currently compliant with this policy.

  69. BOARD COMMITMENTS OF NOMINEES1

    | What We Do | | | We pay for performance, including having performance shares based wholly on total shareholder return (“TSR”) for 2025 and 2026 | We have a compensation clawback policy | | For 2025, 60% of our CEO’s and 50% of our other executive officers’ target equity award value was in the form of performance shares. These percentages remain unchanged for 2026 | Our Compensation Committee uses an independent compensation consultant and considers peer groups in establishing executive compensation | | 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 comprises all independent directors | | Double-trigger equity vesting in the event of a change-in-control | We conduct an annual say-on-pay vote | | Stock options and RSU awards have a minimum vesting period of 12 months with a vesting period over 4 years | We engage proactively with our shareholders throughout the year | | We routinely review our peer group to provide perspective on competitive pay levels | We require executives to plan any stock trading in advance through the use of 10b5-1 plans |

  70. BOARD COMMITMENTS OF NOMINEES1

    | What We Don’t Do | | | We do not reprice stock options | 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 excessive perquisites for executives |

  71. BOARD COMMITMENTS OF NOMINEES1

    | | FIXED COMPENSATION | | PERFORMANCE-BASED COMPENSATION | | | | | SHORT TERM Cash Compensation Program | | LONG TERM Equity Compensation Program | | | | | | PARTIALLY AT RISK | WHOLLY AT RISK | | | | | SALARY | ANNUAL INCENTIVE COMPENSATION PLAN | RESTRICTED STOCK UNITS1 | PERFORMANCE SHARES2 | STOCK OPTIONS3 | | | •Provides base compensation that is predictable and competitive with our peer group •Reflects the scope and complexity of executives' roles and responsibilities •Reviewed and approved annually by the Compensation Committee | •Annual cash bonus opportunity •Multiplier determined by level of achievement of commercial, R&D, business development and ESG goals. •Goals approved at the start of each year by the Compensation Committee and the Board of Directors •Final multiplier approval based on achievements and certified by the Compensation Committee | •20% of target equity value for both CEO and Other US Executives •Value is tied to the stock price •Vests over four years | •60% of target equity value for CEO; 50% of target equity value for Other US Executives •Goals approved at the start of each year by the Compensation Committee •Performance goals align with shareholder interests •Only earned if we meet pre-determined performance goals If achieved, value is directly tied to the stock price •Cliff vest after three years | •20% of target equity value for CEO; 30% of target equity value for Other US Executives •Value is directly tied to the stock price •Vests over four years | | | | | | | | | | •Rewards current contributions to the Company •Attracts and retains high-level talent | •Provides opportunity for near-term cash bonus based on the achievement of short term strategic corporate objectives, which are intended to drive long term growth | •Provides opportunity for compensation even when stock price is volatile | •Provides incentive to achieve key objectives intended to maximize shareholder value | •Provides incentives for strategic risk- taking to maximize value, which correlates to our longer-term R&D plans, and aligns with longer-term shareholder value | | | | | Provides long-term retention of key talent Encourages long-term decision making Aligns management objectives with shareholder interest | | |

  72. BOARD COMMITMENTS OF NOMINEES1

    (1)RSUs comprised 20% of target equity value for 2025 for our U.S.-based executive officers, including our named executive officers listed on the Summary Compensation Table except for Mr. Tray, for whom RSUs comprised 67% of 2025 target equity value. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 29.

  73. BOARD COMMITMENTS OF NOMINEES1

    (2)Performance shares comprised 60% of our CEOs’ target equity award values for 2025. Performance shares comprised 50% of the 2025 target equity award values for our other U.S.-based executives except for Mr. Tray, who did not receive any performance shares in 2025. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 29. (3)Stock options comprised 20% of our CEOs’ target equity award values for 2025. Stock options comprised 30% of the 2025 target equity award values for our other U.S.-based executives except for Mr. Tray, for whom stock options comprised 33% of 2025 target equity award value. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 29. As the design of our executive compensation program shows, the Compensation Committee believes that executive compensation should be designed to result in pay outcomes aligned with 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. Meury’s compensation is in line with our peer group’s compensation as disclosed in their 2025 proxy statements, with Mr. Meury’s at-risk compensation percentage being consistent with the peer group median mix.

  74. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP Median peer CEO compensation reflects 2024 compensation from the 2025 proxy statements of the peer group. 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.

  75. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    | Proxy Statement 2026 | 27 |

  76. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    Role of the Independent Compensation Consultant Under its charter, the Compensation Committee has sole authority to retain any independent compensation consultant or other advisor as the Committee may deem appropriate. Pursuant to this authority, the Compensation Committee previously engaged Compensia, a national compensation consulting firm, to provide support on matters related to the compensation of our executive officers, including compensation analyses for our executive officers and the non-employee members of our Board of Directors. Compensia did not provide any other services to our Company. 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 2025 compensation decisions and was used to guide decisions regarding base salary adjustments and target annual cash and equity incentive award opportunities. In August 2025, the Compensation Committee engaged Aon, a national compensation consulting firm, to provide support on matters related to the compensation of our executive officers and concluded the Committee’s relationship with Compensia. 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 2025 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 comprising 13 publicly traded biopharmaceutical companies (referred to as the 2025 peer group). We included information on the 2025 peer group in our proxy statement for our 2025 annual meeting of shareholders. Our 2026 peer group, shown below, was approved in September 2025 in consultation with Aon and includes most of the same entities as the 2025 peer group, with the exceptions of Alkermes, Ionis and Sarepta (removed) and Genmab, Illumina, Natera and PTC Therapeutics (added this year). The peer group is selected based on the following criteria: direct competitors for talent; research-focused business models; and broadly similar size in revenue, market capitalization and/or headcount. The following table shows Incyte versus the 2026 peer group total revenue, total employees, and market capitalization (market cap). All data is as of December 31, 2025.

  77. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    | Company | Total Revenue ($M) | Company | Total Employees | Company | Market Cap ($M) | | Biogen | 9,891 | BeOne | 12,000 | Alnylam | 52,535 | | BeOne | 5,343 | Illumina | 8,600 | argenx SE | 51,507 | | Incyte | 5,141 | Biogen | 7,500 | BeOne | 33,619 | | Illumina | 4,343 | Natera | 6,135 | Natera | 31,688 | | Jazz | 4,268 | Moderna | 4,700 | Biogen | 25,818 | | argenx SE | 4,151 | BioMarin | 3,221 | United Therapeutics | 20,979 | | Genmab A/S | 3,720 | Genmab A/S | 3,029 | Illumina | 20,041 | | Alnylam | 3,714 | Jazz | 2,890 | Genmab A/S | 19,630 | | BioMarin | 3,221 | Incyte | 2,844 | Incyte | 19,391 | | United Therapeutics | 3,183 | Alnylam | 2,500 | Neurocrine | 14,141 | | Neurocrine | 2,861 | Neurocrine | 2,000 | Exelixis | 11,799 | | Exelixis | 2,320 | argenx SE | 1,863 | Moderna | 11,523 | | Natera | 2,306 | United Therapeutics | 1,400 | BioMarin | 11,417 | | Moderna | 1,944 | Exelixis | 1,077 | Jazz | 10,330 | | PTC Therapeutics | 1,731 | PTC Therapeutics | 991 | PTC Therapeutics | 6,099 |

  78. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    | 28 | Proxy Statement 2026 |

  79. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    Our Equity Grant Practices For 2025, the Compensation Committee determined that Mr. Hoppenot, our former President and CEO until his retirement in June 2025, would receive 60% of his total grant date target value in the form of performance shares, 20% in the form of stock options, and 20% in the form of RSUs, and our other U.S.-based executives other than Mr. Tray would receive 50% of their total grant date target value in the form of performance shares, 30% in the form of stock options, and 20% in the form of RSUs. According to our policy for awards to U.S. and Canadian recipients who are not executive officers, Mr. Tray was able to select the equity mix of his awards from one of three choices – (1) 50% of the total grant date value in the form of options and 50% in the form of RSUs, (2) one third of the total grant date value in the form of options and two thirds in the form of RSUs, or (3) two thirds of the total grant date value in the form of options and one third in the form of RSUs. The Compensation Committee also determined that our non-U.S.-based executives would receive 50% of their 2025 total grant date target value in the form of performance shares and 50% in the form of RSUs. In June 2025, in connection with the commencement of his employment as our Chief Executive Officer, we granted 2025 equity awards to Mr. Meury, structured to provide 60% of the total grant date target value in the form of performance shares, 20% in the form of stock options and 20% in the form of RSUs. We also granted a one-time sign-on award to Mr. Meury of performance shares that are subject to performance vesting conditions that can be earned on achievement of significant sustained stock price appreciation hurdles over a six-year period as well as service vesting conditions. The Board structured Mr. Meury’s compensation to create alignment between our strategic goals and shareholder interests. The Compensation Committee, in recommending to the Board Mr. Meury’s compensation, considered the amount that was necessary to attract an executive of his caliber in light of his extensive operating, commercial, transactional and senior management experience. For 2026, the Management Equity Award Committee, a subcommittee of the Compensation Committee, retained the 2025 equity mix for our all our executives, including Mr. Meury and our named executive officers listed in the Summary Compensation Table. While the equity awards are actually granted in July of each year, the Compensation Committee (or a subcommittee of that committee) determines the overall equity grant date target value for our executive officers in the early portion of the year, in conjunction with the determination of base salary adjustments and the establishment of the annual incentive compensation plan described in greater detail below. Based on those target values, one half of the annual stock option grants are made in July of each year and one half are made at the beginning of the following calendar year, with a view toward countering some of the effects of the volatile trading price of our common stock. Our stock option grants have a ten-year term with four-year service-based vesting, with one quarter vesting after one year and the remainder vesting in 36 equal monthly installments. Our performance share awards, except for the one-time grant to Mr. Meury in connection with the commencement of his employment as our CEO, have three-year performance periods and these performance share awards vest, assuming performance goals are achieved at specified levels, on the third anniversary of the grant date. Our performance share awards are described further below. Our RSU awards vest in equal installments on each of the first four anniversaries of the grant date. Additional details about our executive officer equity awards are discussed below under “Key Elements of Executive Compensation—Equity-Based Incentive Awards.” The Compensation Committee also has the discretion to make outstanding merit awards in the form of RSUs that cliff vest in a single installment after four years. These awards can be made to executives other than our CEO as well as other key employees throughout our Company and are typically made in connection with salary adjustments at the beginning of each year. This program recognizes important contributions – both within a function and the Company as a whole – by leaders throughout our organization whom we want to further incentivize and retain to drive achievement of our long-term objectives. For 2025, no such outstanding merit awards were made. The exercise price or issue price of each stock option or other equity award granted under our 2010 Stock Incentive Plan is the closing price of our common stock on the date of grant. The grant dates for our annual equity awards for our U.S.-based employees, including our named executive officers listed in the Summary Compensation Table, are the dates of the regularly scheduled meetings (or actions without meetings taken following decisions at meetings) of our Compensation Committee (or a subcommittee of that committee), which occur in July of each year. The grant dates for our annual equity awards for our non-U.S.-based executive officers and employees are the dates of the regularly scheduled meetings of our Compensation Committee held at the beginning of each year, at which salary adjustments, cash bonuses under our incentive compensation plan for all executive officers and employees and equity awards for our non-U.S.-based executive officers and employees are determined. Outside of our annual equity award grant cycle, we make equity award grants to newly hired non-executive employees on the first working day of each month following the date of hire. We typically make equity award grants for newly hired executive officers on their start dates. We do not coordinate the timing of equity award grants with the release of financial results or other releases of material nonpublic information by our Company, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Under our 2010 Stock Incentive Plan, we may not reprice or replace options at lower exercise prices without shareholder approval.

  80. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

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  81. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    Compensation Practices and Policies Equity Ownership Guidelines. Our Board has adopted robust equity ownership guidelines for members of senior management, including our executive officers, and members of the Board. Under these guidelines, the covered individuals are expected to meet the following equity ownership requirements:

  82. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    | Equity Ownership Requirements | | | Chief Executive Officer | 6x Annual Base Salary | | All Executive and Senior Vice Presidents | 3x Annual Base Salary | | Non-Employee Members of the Board | 6x Annual Cash Retainer |

  83. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    All directors and executive officers have either met their respective equity ownership targets or are within the five-year period for achieving compliance. Individuals who subsequently become subject to the guidelines will have five years to reach their ownership requirements. Shares held directly, shares held indirectly, such as by a trust or a 401(k) plan, unvested restricted shares and RSUs and earned performance shares that remain subject to service-based vesting requirements are included in determining an individual’s equity ownership. Stock options (whether vested or unvested) and unearned performance shares are not counted toward meeting these guidelines. For purposes of these guidelines, a non-employee director’s annual cash retainer does not include cash retainers for committee service. Compensation Recovery Policy. Our Board has adopted a compensation recovery (“clawback”) policy that complies with the final regulations adopted by the SEC to implement the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the listing standards adopted by The Nasdaq Stock Market to implement those SEC regulations. Our clawback policy provides that if we are required to prepare an accounting restatement, we may recover from any executive officer any incentive compensation erroneously paid or awarded in excess of what would have been paid under the accounting restatement. This policy applies to financial statements filed in a rolling three-year, lookback period. The incentive compensation to which it applies is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. In addition, we are subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, which provides that if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. Limitations on Hedging and Pledging. Under our insider trading policy, our employees, including our executive officers, and Board members are prohibited from trading in our securities on a short-term basis, purchasing our securities on margin, making short sales in our securities, buying or selling put or call options on our securities, pledging our securities as collateral for a loan and engaging in other hedging or monetization transactions such as prepaid variable forwards, equity swaps, collars and exchange funds that permit a holder to continue to own our securities but without the full risks and rewards of ownership. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer, Chief Financial Officer and each of the next three most highly compensated executive officers, including any individual who met any of these criteria in a prior taxable year beginning after 2016. Section 162(m) historically permitted deductions in excess of $1,000,000 for “performance-based compensation,” which included stock options meeting certain requirements, but the exception for “performance-based compensation” has been repealed effective for taxable years beginning after December 31, 2017. Stock options that we granted in 2017 and prior years should still qualify for full deductibility under a transition rule for amounts payable pursuant to written binding contracts in effect on November 2, 2017. To maintain flexibility in compensating our executive officers, the Compensation Committee has not adopted a policy requiring all executive compensation to be deductible.

  84. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

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  85. CEO AT-RISK COMPENSATION IS ON PAR WITH PEER GROUP

    Compensation Risk Assessment The Compensation Committee, in consultation with the Company’s executive management, reviewed the Company’s compensation policies and practices for its employees and concluded that risks arising from those policies and practices are not reasonably likely to have a material adverse effect on the Company. Key Elements of Executive Compensation Our executive officers’ compensation currently includes three primary components: base salary, cash bonus and long-term equity-based incentive awards. Each of these components is described in more detail below. Of these components, only base salary is not tied directly and meaningfully to our Company’s performance, because base salary is intended to attract and retain key talent by providing a stable source of income. In addition, we provide our executive officers with a variety of benefits that are available generally to all salaried employees.

  86. Base Salary

    Base Salary Base salaries are designed to attract and retain qualified personnel by providing a consistent cash flow throughout the year as compensation for acceptable levels of performance of day-to-day responsibilities. Base salaries for our executive officers are established based on the scope of their responsibilities, their performance and their prior relevant background, training and experience, taking into account competitive market compensation paid by the companies represented in the compensation data we review for similar positions and the overall market demand for those executive officers at the time of hire. The Compensation Committee reviews salaries on an annual basis. At such time, the Compensation Committee may change each executive officer’s salary based on the individual’s contributions and responsibilities over the prior twelve months and any change in competitive market pay levels. In January 2025, the Compensation Committee set the 2025 base salaries for our executive officers except for Mr. Meury and Mr. Issa. The Committee set the 2025 base salaries for Mr. Meury and Mr. Issa in June 2025 and December 2024, respectively, in connection with the commencement of their employment with the Company. The Committee considered our Company’s performance in 2024, including our commercial operations, clinical trial progress of our drug candidates, job performance, internal pay alignment and equity, marketplace competitiveness and the 2025 peer group data in determining the base salaries for 2025. In January 2026, the Compensation Committee set the 2026 base salaries for our executive officers. The Committee considered our Company’s performance in 2025, including our commercial operations, clinical trial progress of our drug candidates, job performance, internal pay alignment and equity, marketplace competitiveness and the 2026 peer group data in determining the base salaries for 2026. The following table sets forth the 2025 and 2026 base salaries and the salary increases that became effective on January 25, 2026 for our named executive officers listed in the Summary Compensation Table.

  87. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan Each year, we establish an incentive compensation plan that provides for cash incentive awards for all of our eligible employees. The plans have been designed to pay for performance by aligning incentive awards for each participant with an evaluation of our achievement of corporate objectives. Our Compensation Committee believes that measuring and rewarding achievements from all functions – including functions such as discovery, development, technical operations and business development, whose efforts take a much longer time to make an impact on our top-line revenue or on our stock price – helps ensure that we are properly incentivizing the collective efforts that lead not only to successful current commercial performance but also critically set the stage for future growth and long-term sustained success. These corporate objectives are approved by the independent members of our Board based on the recommendations of the Compensation Committee and, for individuals other than our CEO, the achievement of individual business objectives for the applicable year. Eligibility to participate in the plans and actual award amounts are not guaranteed and are determined, in the case of our executive officers, at the discretion of the Compensation Committee. After the completion of each year, the Compensation Committee reviews with our CEO the level of achievement of the corporate objectives under the plan and determines the size of the overall bonus pool for awards. The Compensation Committee, with input from our CEO with respect to our other executive officers, may use discretion to determine the bonus amount for each executive officer. Incentive awards for our executive officers, as set forth in the table below under the heading “Incentive Awards for Named Executive Officers,” were approved by the Compensation Committee and paid in 2026 pursuant to our 2025 incentive compensation plan. Target incentive award amounts for each participant were based on the participant’s potential impact on our operating and financial results and on market competitive pay practices.

  88. Annual Incentive Compensation Plan—2025 Corporate Performance Objectives

    Annual Incentive Compensation Plan—2025 Corporate Performance Objectives Corporate performance objectives for 2025 were based on achievement of the objectives in the following categories: discovery, clinical development, ESG and global commercial, with business development objectives providing additional bonus opportunities.

  89. Annual Incentive Compensation Plan—2025 Corporate Performance Objectives

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  90. Annual Incentive Compensation Plan—2025 Corporate Performance Objectives

    Threshold, target and outperform achievement levels were established for each corporate objective, with potential payouts ranging from 0% to 150% based on the level of achievement of those performance levels. Bonus objectives included an extra 15% for Clinical Development, an extra 10% for Global Commercial and an extra 5% for Business Development. Collectively, the bonus opportunities allowed for potential payouts of up to an additional 30 percentage points for extraordinary achievements beyond core objectives. At the time the corporate performance objectives for 2025 were set, the Compensation Committee and management believed that achievement of the target levels of performance would be challenging and would require significant effort and skill, positive preclinical study and clinical trial results and continued strong commercial performance. In early 2026, the Compensation Committee evaluated the achievement of the 2025 corporate performance objectives and determined that incentive awards under our 2025 incentive compensation plan should be based upon an achievement score of 138.6% of the target level of corporate performance objectives. The various objective categories, target payouts and actual payouts are listed in the table below.

  91. Annual Incentive Compensation Plan—2025 Corporate Performance Objectives

    | Objectives | Target % | Payout % | | Discovery | 15 | 15 | | Clinical Development | 35 | 52.5 | | Development Bonus Opportunities | | 10 | | Global Commercial | 48 | 59.1 | | ESG | 2 | 2 | | Total | 100 | 138.6 |

  92. Incentive Awards for Named Executive Officers

    Incentive Awards for Named Executive Officers The following table sets forth the incentive awards under our 2025 incentive compensation plan for our named executive officers other than Ms. Stamoulis, who did not receive a 2025 bonus award.

  93. Incentive Awards for Named Executive Officers

    | Name | Year-End Salary (A) x | Target Bonus (B) x | Overall Multiplier (C) = | Bonus Award (D) | | William J. Meury(1) | $643,836 | 100% | (1) | $1,300,000 | | Hervé Hoppenot(2) | $673,010 | 110% | 138.6% | $1,026,072 | | Pablo J. Cagnoni | $968,760 | 75% | 138.6% | $1,007,027 | | Steven H. Stein | $837,006 | 60% | 138.6% | $696,054 | | Mohamed Issa | $700,000 | 55% | 138.6% | $533,610 | | Thomas Tray | $359,361 | 30% | 138.6% | $149,423 |

  94. Incentive Awards for Named Executive Officers

    (1)In January 2026, the Compensation Committee determined Mr. Meury’s bonus based on 2025 Company performance and individual contributions, with primary consideration given to achievement against pre-established incentive compensation plan objectives and overall commercial, research and development, and operational results. Based on strong performance against these objectives, the significant impact of Mr. Meury’s leadership during his initial year, and the Company’s strong stock price performance during this period, the Committee exercised its discretion in determining the final award. (2)Mr. Hoppenot’s year-end salary used to determine his bonus award was prorated for months worked in 2025.

  95. Annual Incentive Compensation Plan—2026 Corporate Performance Objectives

    Annual Incentive Compensation Plan—2026 Corporate Performance Objectives In January 2026, the independent members of our Board, based on the recommendations of the Compensation Committee, approved corporate objectives for our 2026 incentive compensation plan. Under this plan, the funding targets for executive officers remain the same as for 2025 except for Mr. Meury and Mr. Issa whose targets were increased to 110% and 60%, respectively. Corporate performance objectives for 2026 are based on achievement of top- and bottom-line financial goals (product sales and operating expenses) and research and development goals.

  96. Annual Incentive Compensation Plan—2026 Corporate Performance Objectives

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  97. Annual Incentive Compensation Plan—2026 Corporate Performance Objectives

    Threshold, target, outperform and maximum achievement levels were established for each corporate objective, with potential payouts ranging from 0% to 200% based on the level of achievement of those performance levels. The Committee and management believe that achievement of the target levels of performance will be difficult and challenging, but achievable with significant effort and skill, favorable preclinical study and clinical trial results and continued strong commercial performance.

  98. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The Compensation Committee administers equity-based incentive awards, such as stock option grants, RSUs and performance shares, that are made to our executive officers under our 2010 Stock Incentive Plan. The Compensation Committee believes that by providing individuals with substantial responsibility for our management and growth with the opportunity to increase their ownership of our stock closely aligns the interests of our shareholders and executive officers. Therefore, executive officers are eligible to receive equity-based incentive awards when the Compensation Committee performs its annual review, or at other times in recognition of exceptional achievements. As with the determination of base salary and initial equity awards, the Compensation Committee reviews all components of an executive officer’s compensation when determining annual equity awards to ensure that total compensation aligns with our overall compensation philosophy and objectives. Under our 2010 Stock Incentive Plan, we may grant stock options, restricted shares, performance shares, RSUs or stock appreciation rights. In 2025, our U.S.-based executive officers, including our named executive officers listed in the Summary Compensation Table (other than Mr. Tray), received annual equity awards in the form of stock options, performance shares and RSUs. For these executive officers, performance shares represented 50% of total grant date target value (60% for Mr. Meury and Mr. Hoppenot), stock options represented 30% (20% for Mr. Meury and Mr. Hoppenot) and RSUs represented 20%. Mr. Tray received stock options representing 33% and RSUs representing 67% of the total grant date target value of his 2025 annual equity awards. Our non-U.S.-based executive officers received performance shares representing 50% and RSUs representing 50% of the total grant date target value of their 2025 annual equity awards. For 2026, the annual equity award mix for our U.S. and non-U.S.-based executive officers will remain the same. Mr. Hoppenot, our former President and CEO, received annual equity awards in 2025 with a total grant date target value of $2,000,000. Mr. Meury received annual equity awards in 2025 with a total grant date target value of $12,000,000 in connection with the commencement of his employment as our CEO. For other executive officers, the total grant date target values of 2025 annual equity awards ranged between $1,500,000 and $6,000,000. For 2026, Mr. Meury will be eligible to receive equity awards with a total grant date target value of $14,500,000. The total grant date target value of 2026 annual equity awards for our other executive officers will range from $460,000 to $6,000,000. All of these awards are inherently at-risk: •Stock options are performance based because they deliver value to our executive officers only if our shareholders benefit from stock price appreciation. In addition, with a ten-year term and a four-year vesting period, stock options align with the time required for the discovery, development and commercialization of new medicines. The Compensation Committee believes that stock options align executives’ interests with the long-term interests of our Company and our shareholders and reinforce our view that Incyte’s future growth will be driven by innovation, our discovery and development pipeline, demand for our products and strong commercial execution.

  99. Equity-Based Incentive Awards

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  100. Equity-Based Incentive Awards

    •Performance shares are not earned unless pre-determined performance goals are met. •RSU awards grow or decline in value based on stock price, also linking executive officers’ compensation to the value delivered to shareholders. The Management Equity Award Committee determined that the performance share awards granted in July 2025 are based solely on our relative total shareholder return (“TSR”) performance compared to the TSR of companies in a fixed peer group comprised of 43 Nasdaq Biotechnology Index (“NBI”) and other non-U.S.-traded biopharmaceutical companies with market capitalizations generally between $4 billion and $100 billion as of January 1, 2025, the beginning of the three-year performance period. The Committee believes that these performance share awards align our executive officers’ interests more closely with our stock performance and the value ultimately delivered to shareholders. To calculate our relative TSR performance, cumulative TSR over the three-year performance period is calculated for the Company and each peer group company and our discrete percentile rank is then determined. The multiplier used to determine the number of earned performance shares may range from 50% to 200%, with a threshold achievement level at the 25th percentile required to earn any performance shares, target performance at the 50th percentile and a ceiling achievement level at the 90th percentile. If the Company’s performance exceeds the 50th percentile but relative TSR is negative on an absolute basis over the three-year performance period, the multiplier is capped at 100% regardless of relative performance. Any performance shares earned vest in full on the third anniversary of the grant date, subject to the recipient’s continued service. For the performance share awards to be granted in July 2026, such awards will be based solely on our relative TSR performance compared to the TSR of companies in a fixed peer group comprised of NBI and other non-U.S.-traded biopharmaceutical companies with market capitalizations generally between $3 billion and $100 billion as of January 1, 2026, the beginning of the three-year performance period, with two changes from the peer group used for the July 2025 awards. The TSR fixed peer groups used for both the 2025 and 2026 performance share awards include all companies in the respective peer groups used by the Compensation Committee for market reference purposes, as discussed above under “Market Reference Data.”

  101. 2022 Performance Share Awards

    2022 Performance Share Awards In early 2025, the Compensation Committee evaluated the final achievement of the objectives relating to the performance shares granted in July 2022 to our U.S.-based executive officers and determined that the shares were earned at an aggregate level of 110.7%. Forty percent of the performance shares had a product revenue objective that was achieved by such product revenues (adjusted to exclude any price variances) reaching the target level of $3.5 billion for 2024. Forty percent of the performance shares were associated with the approval of NDAs/sNDAs or MAAs during the three-year performance period ending in December 2024 and were achieved at the 112.5% level, in excess of the target level of four such approvals. Ten percent of the performance shares were tied to the initiation of first in human clinical trials during the performance period and were achieved at the 117% level due to exceeding the target level of initiating six such trials. The remaining ten percent of the performance shares, which were tied to the relative performance of the Company’s stock to the NBI during the performance period, measured as a percentile compared to the aggregate performance over the same period of companies that made up the NBI as of January 1, 2022 (with no changes to the comparator group during the performance period other than removing and not replacing any delisted or suspended companies), were achieved at the 140% level as a result of the Company’s stock showing in the 70th percentile. The earned shares vested on July 2, 2025, the third anniversary of the grant date, subject to the holder’s continued service through that date.

  102. 2021 Executive Team Retention Awards

    2021 Executive Team Retention Awards In November 2021, the Compensation Committee approved retention awards for members of our executive leadership team, which includes all of our executive officers, other than our CEO. The objective of the awards was to retain the leadership team through our company’s pivotal period and successful commercialization of Opzelura through this period. Fifty percent of the approval date target value was granted in the form of performance shares on December 1, 2021 and the remaining 50% of the approval date target value was granted in the form of RSUs on January 1, 2022. As a result of these retention awards, no outstanding merit grants were made to any executive officer in January 2022. The performance shares became earned based on triggers tied to global revenue of Opzelura from January 2024 to December 2024. Depending on revenue actually achieved, the payout on these performance shares could have varied from 0% to 150% of target. The performance shares, if earned, were subject to four-year cliff vesting. The RSUs were also subject to four-year cliff vesting. The range of total approval date target values of these retention awards was $500,000 to $4,000,000.

  103. 2021 Executive Team Retention Awards

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | William J. Meury(4) Chief Executive Officer | 2025 | 647,260 | — | 27,509,657 | 2,573,998 | 1,300,000 | 55,037 | 32,085,952 | | Hervé Hoppenot(5) Former President and Chief Executive Officer | 2025 | 1,392,499 | — | 1,971,975 | 1,694,034(6) | 1,026,072 | 295,945 | 6,380,525 | | | 2024 | 1,344,707 | — | 10,543,489 | 3,315,223 | 2,202,829 | 53,298 | 17,459,546 | | | 2023 | 1,291,929 | — | 9,334,654 | 4,425,053 | 1,554,703 | 53,187 | 16,659,526 | | Pablo J. Cagnoni(7) President and Global Head of Research and Development | 2025 | 966,516 | — | 4,952,378 | 1,815,159 | 1,007,027 | 97,881 | 8,838,961 | | | 2024 | 933,344 | — | 4,463,962 | 1,404,291 | 1,042,470 | 60,232 | 7,904,299 | | | 2023 | 517,808 | 737,362(8) | 14,089,823 | 450,377 | 735,750 | 39,183 | 16,570,303 | | Mohamed Issa(9) Executive Vice President and Head of U.S. Commercial | 2025 | 690,411 | 1,000,000(10) | 7,870,118 | 450,983 | 533,610 | 47,660 | 10,592,782 | | Steven H. Stein Executive Vice President, Chief Medical Officer and Head of Late-stage Development | 2025 | 835,067 | — | 3,466,675 | 1,270,592 | 696,054 | 35,784 | 6,304,172 | | | 2024 | 806,406 | — | 3,124,735 | 1,295,829 | 720,553 | 32,305 | 5,979,828 | | | 2023 | 775,580 | — | 2,925,757 | 1,386,951 | 508,549 | 31,256 | 5,628,093 | | Christiana Stamoulis(11) Former Executive Vice President and Chief Financial Officer | 2025 | 520,839 | — | 3,136,468 | 1,149,588 | — | 129,655 | 4,936,550 | | | 2024 | 712,242 | — | 2,827,129 | 1,172,420 | 636,414 | 49,552 | 5,397,757 | | | 2023 | 684,288 | — | 2,647,095 | 1,254,863 | 449,166 | 49,073 | 5,084,485 | | Thomas Tray(12) Vice President, Chief Accounting Officer and Principal Financial Officer | 2025 | 358,189 | — | 305,897 | 154,623 | 149,423 | 22,236 | 990,368 |