DEF 14A of Incyte Corp, Apr 29, 2024

DEF 14A of Incyte Corp

Filed Apr 29, 2024 · FY20230001104659-24-053517

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors

  2. Our Board of Directors

    | | | | | | Committee Membership | | | | | Name and Primary Occupation | Director Since | Age | Independent | Other Outside Public Boards | Compensation | Audit and Finance | Nominating and Corporate Governance | Science and Technology | | Hervé Hoppenot—Chair of the Board President and Chief Executive Officer Incyte Corporation | 2014 | 64 | | 0 | | | | | | Julian C. Baker—Lead Independent Director Managing Partner Baker Brothers Investments | 2001 | 57 | ✓ | 3 | | | | | | Jean-Jacques Bienaimé Former Chief Executive Officer BioMarin Pharmaceutical Inc. | 2015 | 70 | ✓ | 2 | | | | | | Otis W. Brawley, M.D. Bloomberg Distinguished Professor of Oncology and Epidemiology Johns Hopkins University | 2021 | 64 | ✓ | 3 | | | | | | Paul J. Clancy Former Executive Vice President and Chief Financial Officer Alexion Pharmaceuticals, Inc. | 2015 | 62 | ✓ | 2 | | | | | | Jacqualyn A. Fouse, Ph.D. Former Chief Executive Officer Agios Pharmaceuticals, Inc. | 2017 | 62 | ✓ | 1 | | | | | | Edmund P. Harrigan, M.D. Former Senior Vice President of Worldwide Safety and Regulatory Pfizer Inc. | 2019 | 71 | ✓ | 1 | | | | | | Katherine A. High, M.D. Former President, Therapeutics Asklepios Biopharmaceutical, Inc. | 2020 | 72 | ✓ | 1 | | | | | | Susanne Schaffert, Ph.D. Former President, Novartis Oncology | 2022 | 57 | ✓ | 1* | | | | |

  3. Our Board of Directors

    | | Committee Chair | | Financial Expert | | Member |

  4. Our Board of Directors

    * Dr. Schaffert has been nominated for election to the supervisory board of Merck KGaA at the annual general meeting of Merck KGaA to be held on April 26, 2024, which is after the printing date for this Proxy Statement.

  5. Director Nominees

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

  6. Director Nominees

    | Hervé Hoppenot | CHAIR OF THE BOARD Age: 64 | COMMITTEES: • None | DIRECTOR SINCE: 2014 | | BACKGROUND: Mr. Hoppenot joined Incyte as President and Chief Executive Officer and a Director in January 2014, and was appointed Chair of the Board in May 2015. Mr. Hoppenot served as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG, a pharmaceutical company, from January 2010 to January 2014. Prior to that, Mr. Hoppenot served in other executive positions at Novartis Pharmaceuticals Corporation, serving from September 2006 to January 2010 as Executive Vice President, Chief Commercial Officer of Novartis Oncology and Head of Global Product Strategy & Scientific Development of Novartis Pharmaceuticals Corporation and from 2003 to September 2006 as Senior Vice President, Head of Global Marketing of Novartis Oncology. Prior to joining Novartis, Mr. Hoppenot served in various increasingly senior roles at Aventis S.A. (formerly Rhône Poulenc S.A.), a pharmaceutical company, including as Vice President Oncology US of Aventis Pharmaceuticals, Inc. from 2000 to 2003 and Vice President US Oncology Operations of Rhone Poulenc Rorer Pharmaceuticals, Inc. from 1998 to 2000. QUALIFICATIONS: The Board has concluded that Hervé Hoppenot should serve on the Board because he has significant leadership and senior management experience from his various executive positions in the healthcare industry, including as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation. His past experiences and his current role as our CEO give him strong knowledge of our strategy, markets, competitors, financials and operations. OTHER PUBLIC COMPANY BOARDS: | | | | | Current None | | Past 5 Years Cellectis S.A. (2017-2023) | |

  7. Director Nominees

    | | Proxy Statement 2024 | 21 |

  8. Director Nominees

    | Julian C. Baker | LEAD INDEPENDENT DIRECTOR Age: 57 | COMMITTEES: • Nominating and Corporate Governance (Chair) • Compensation | DIRECTOR SINCE: 2001 | | BACKGROUND: Mr. Baker is a Managing Member of Baker Bros. Advisors LP, which he and his brother, Felix Baker, Ph.D., founded in 2000. Baker Bros. Advisors LP is a biotechnology-focused investment advisor to fund partnerships whose investors are primarily endowments and foundations. Mr. Baker’s career as a fund manager began in 1994 when he co-founded a biotechnology investing partnership with the Tisch family. Previously, Mr. Baker was employed from 1988 to 1993 by the private equity investment arm of Credit Suisse First Boston Corporation. QUALIFICATIONS: The Board has concluded that Julian C. Baker should serve on the Board because he is an experienced investor in many life sciences companies. He brings to the Board significant strategic and financial expertise and extensive knowledge of the life sciences and biopharmaceuticals industries as a result of his investments in and service as a director of other publicly and privately held life sciences companies. OTHER PUBLIC COMPANY BOARDS: | | | | | Current ACADIA Pharmaceuticals Inc. Madrigal Pharmaceuticals, Inc. Prelude Therapeutics Incorporated | | Past 5 Years Genomic Health, Inc. (2001-2019) | |

  9. Director Nominees

    | Jean-Jacques Bienaimé | INDEPENDENT DIRECTOR Age: 70 | COMMITTEES: • Compensation (Chair) • Nominating and Corporate Governance | DIRECTOR SINCE: 2015 | | BACKGROUND: Mr. Bienaimé served as Chief Executive Officer of BioMarin Pharmaceutical Inc., a biopharmaceutical company, from May 2005 until his retirement in November 2023. Mr. Bienaimé has been a member of the board of directors of BioMarin since 2005 and served as Chair from 2015-2023. He continues to serve as a member of the board of directors and as a consultant to BioMarin. 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 significant experience as a director of other publicly held life sciences companies. OTHER PUBLIC COMPANY BOARDS: | | | | | Current BioMarin Pharmaceutical Inc. Immunome, Inc. | | Past 5 Years None | |

  10. Director Nominees

    | 22 | Proxy Statement 2024 | |

  11. Director Nominees

    | Otis W. Brawley, M.D. | INDEPENDENT DIRECTOR Age: 64 | COMMITTEES: • Science and Technology | DIRECTOR SINCE: 2021 | | 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. OTHER PUBLIC COMPANY BOARDS: | | | | | Current Agilent Technologies, Inc. Lyell Immunopharma, Inc. PDS Biotechnology Corporation | | Past 5 Years None | |

  12. Director Nominees

    | Paul J. Clancy | INDEPENDENT DIRECTOR Age: 62 | COMMITTEES: • Audit and Finance (Chair) • Compensation | DIRECTOR SINCE: 2015 | | BACKGROUND: Mr. Clancy has more than 30 years of experience in financial management and strategic business planning, and served as a senior advisor from October 2019 until July 2020 to, and as the Executive Vice President and Chief Financial Officer from July 2017 through October 2019 of, Alexion Pharmaceuticals, Inc., a biopharmaceutical company. Prior to joining Alexion, Mr. Clancy served as Executive Vice President, Finance and Chief Financial Officer of Biogen Inc. (formerly known as Biogen Idec Inc.), a biopharmaceutical company, from August 2007 until June 2017. He also served as Senior Vice President of Finance of Biogen, with responsibilities for leading the treasury, tax, investor relations and business planning groups. Prior to the 2003 merger of Biogen, Inc. and IDEC Pharmaceuticals Corporation to form Biogen, Mr. Clancy was the Vice President of Portfolio Management of Biogen. He joined Biogen in 2001 as Vice President of U.S. Marketing. Before Biogen, Mr. Clancy spent 13 years at PepsiCo Inc., a food and beverage company, serving in a variety of financial, strategy and general management positions. QUALIFICATIONS: The Board has concluded that Paul J. Clancy should serve on the Board because he has significant financial and executive leadership experience at large multi-national biopharmaceutical companies. Mr. Clancy also has experience as a director of a publicly held biotechnology company, and his breadth and depth of financial experience position him well to serve as Chair of the Audit and Finance Committee of the Board. OTHER PUBLIC COMPANY BOARDS: | | | | | Current Exact Sciences Corporation Xilio Therapeutics, Inc. | | Past 5 Years Agios Pharmaceuticals, Inc. (2013-2023) | |

  13. Director Nominees

    | | Proxy Statement 2024 | 23 |

  14. Director Nominees

    | Jacqualyn A. Fouse, Ph.D. | INDEPENDENT DIRECTOR Age: 62 | COMMITTEES: • Audit and Finance • Nominating and Corporate Governance | DIRECTOR SINCE: 2017 | | 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 Agios and previously at Dermavant Sciences and Celgene, as well as her prior positions with other companies. Additionally, Dr. Fouse is able to provide diverse and valuable corporate governance, management, operational and strategic expertise to the Board through her experience as an executive officer and a public company board member. OTHER PUBLIC COMPANY BOARDS: | | | | | Current Agios Pharmaceuticals, Inc. | | Past 5 Years Dick’s Sporting Goods, Inc. (2010-2020) | |

  15. Director Nominees

    | Edmund P. Harrigan, M.D. | INDEPENDENT DIRECTOR Age: 71 | COMMITTEES: • Science and Technology (Chair) • Audit and Finance | DIRECTOR SINCE: 2019 | | BACKGROUND: Dr. Harrigan joined the Board in December 2019. Dr. Harrigan served as Senior Vice President of Worldwide Safety and Regulatory for Pfizer Inc. from 2012 until his retirement in 2015. Dr. Harrigan’s previous executive leadership roles at Pfizer included serving as Senior Vice President, Head of Worldwide Business Development, Senior Vice President, Head of Worldwide Regulatory Affairs and Quality Assurance, and Vice President, Head of Neuroscience and Ophthalmology. Previously, Dr. Harrigan served in senior leadership positions at Karuna Pharmaceuticals, Inc., Sepracor Inc., and Neurogen Corporation. Prior to entering the pharmaceutical industry in 1990, Dr. Harrigan was a practicing neurologist for seven years. QUALIFICATIONS: The Board has concluded that Edmund P. Harrigan should serve on the Board because he has significant executive leadership experience in the pharmaceutical and biotechnology industry, including experience in drug discovery and development, regulatory affairs and business development. Dr. Harrigan also brings substantial medical and scientific experience to the Board. In addition, Dr. Harrigan has significant experience serving as a director of other publicly held life sciences companies. OTHER PUBLIC COMPANY BOARDS: | | | | | Current ACADIA Pharmaceuticals, Inc. | | Past 5 Years Bellicum Pharmaceuticals, Inc. (2018-2019) Karuna Therapeutics, Inc. (2011-2020) PhaseBio Pharmaceuticals, Inc. (2018-2023) | |

  16. Director Nominees

    | 24 | Proxy Statement 2024 | |

  17. Director Nominees

    | Katherine A. High, M.D. | INDEPENDENT DIRECTOR Age: 72 | COMMITTEES: • Science and Technology | DIRECTOR SINCE: 2020 | | BACKGROUND: Dr. High joined the Board in March 2020. 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 publicly traded life sciences companies. OTHER PUBLIC COMPANY BOARDS: | | | | | Current CRISPR Therapeutics AG | | Past 5 Years Spark Therapeutics, Inc. (2014-2019) | |

  18. Director Nominees

    | Susanne Schaffert, Ph.D. | INDEPENDENT DIRECTOR Age: 57 | COMMITTEES: • Compensation • Science and Technology | DIRECTOR SINCE: 2022 | | BACKGROUND: Dr. Schaffert joined the Board in October 2022. Dr. Schaffert previously spent 26 years at the pharmaceutical company Novartis AG, where she served in various roles. Most recently, Dr. Schaffert served as President of Novartis Oncology from January 2019 until April 2022. Prior to that role, Dr. Schaffert served from January 2018 to February 2019 as President and Chair of Accelerated Advanced Applications and from December 2012 to January 2018 as General Manager Region Europe, Novartis Oncology. From March 2010 to December 2012, Dr. Schaffert was Global Head of Investor Relations, and before that, Dr. Schaffert served as Global Franchise Head for Immunology and Transplantation. Dr. Schaffert first joined Novartis Germany in 1995 and held a series of positions in sales and marketing with increasing responsibilities in national, regional and global functions. QUALIFICATIONS: The Board has concluded that Susanne Schaffert should serve on the Board because she has significant executive leadership experience, across clinical development, marketing and sales, finance and commercialization in the global pharmaceutical and biotechnology industries, with a focus on oncology, immuno-oncology and cell therapy. Her background, together with her experience formerly serving as President of Novartis Oncology, are expected to assist the Board in its oversight role over our clinical development and global commercialization efforts. OTHER PUBLIC COMPANY BOARDS: | | | | | Current* Galapagos NV | | Past 5 Years Rubius Therapeutics, Inc. (2022-2023) | |

  19. Director Nominees

    * Dr. Schaffert has been nominated for election to the supervisory board of Merck KGaA at the annual general meeting of Merck KGaA to be held on April 26, 2024, which is after the printing date for this Proxy Statement.

  20. Director Nominees

    | | Proxy Statement 2024 | 25 |

  21. Director Nominees

    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 Securities and Exchange Commission rules. The Board has approved a charter for each of these committees. A current copy of each committee’s charter can be found on our website at http://www.incyte.com under the “Corporate Governance” heading in the “For Investors” portion of our website. The Board has also appointed a Non-Management Equity Award Committee to assist the Compensation Committee in discharging its responsibilities.. The Board will update committee composition as appropriate after the Annual Meeting.

  22. Director Nominees

    | Audit and Finance Committee | COMMITTEE MEMBERS | | The Audit and Finance Committee’s responsibilities include: ➤ assisting the Board in fulfilling its oversight responsibilities relating to the Company’s financial statements, systems of internal control over financial reporting, auditing, accounting and financial reporting processes, compliance with legal and regulatory requirements, financing and tax strategies, capital allocation, 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; ➤ 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 Securities and Exchange Commission. No member of our Audit and Finance Committee sits on more than three public company audit committees, including ours. | Paul J. Clancy (Chair) Jacqualyn A. Fouse Edmund P. Harrigan Met 8 times in 2023 |

  23. Director Nominees

    | 26 | Proxy Statement 2024 | |

  24. Director Nominees

    | Compensation Committee | COMMITTEE MEMBERS | | The Compensation Committee’s responsibilities include: ➤ assisting the Board in meeting its responsibilities with regard to oversight and determination of executive compensation; ➤ reviewing and making recommendations with respect to major compensation plans, policies and programs of the Company; ➤ developing and monitoring compensation arrangements for our executive officers; ➤ determining compensation for our CEO and other executive officers; ➤ determining stock-based compensation awards for our executive officers; ➤ administering performance-based compensation plans such as our Amended and Restated 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”); ➤ reviewing and recommending directors’ compensation to the full Board; and ➤ possessing sole authority to select, retain, terminate and approve the fees and other retention terms of consultants as it deems appropriate to perform its duties. | Jean Jacques Bienaimé (Chair) Julian C. Baker Paul J. Clancy Susanne Schaffert Met 5 times in 2023 |

  25. Director Nominees

    | Nominating and Corporate Governance Committee | COMMITTEE MEMBERS | | The Nominating and Corporate Governance Committee’s responsibilities include: ➤ identifying qualified individuals to become members of the Board; ➤ determining the composition of the Board and its committees; ➤ monitoring a process to assess Board effectiveness; ➤ recommending nominees to fill vacancies on the Board; ➤ reviewing and making recommendations to the Board with respect to candidates for director proposed by stockholders; ➤ reviewing the composition, functioning and effectiveness of the Board and its committees; ➤ developing and recommending to the Board codes of conduct applicable to officers, directors and employees and charters for the various committees of the Board; and ➤ reviewing and making recommendations to the Board regarding the succession plan relating to our CEO and other executive officers | Julian C. Baker (Chair) Jean Jacques Bienaimé Jacqualyn A. Fouse Met 2 times in 2023 |

  26. Director Nominees

    | Science and Technology Committee | COMMITTEE MEMBERS | | 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. | Edmund P. Harrigan (Chair) Otis W. Brawley Katherine A. High Susanne Schaffert Met 2 times in 2023 |

  27. Director Nominees

    | | Proxy Statement 2024 | 27 |

  28. Director Nominees

    | | | | | | Committee Membership | | | | | Name and Primary Occupation | Director Since | Age | Independent | Other Outside Public Boards | Compensation | Audit and Finance | Nominating and Corporate Governance | Science and Technology | | Hervé Hoppenot—Chair of the Board President and Chief Executive Officer Incyte Corporation | 2014 | 64 | | 0 | | | | | | Julian C. Baker—Lead Independent Director Managing Partner Baker Brothers Investments | 2001 | 57 | ✓ | 3 | | | | | | Jean-Jacques Bienaimé Former Chief Executive Officer BioMarin Pharmaceutical Inc. | 2015 | 70 | ✓ | 2 | | | | | | Otis W. Brawley, M.D. Bloomberg Distinguished Professor of Oncology and Epidemiology Johns Hopkins University | 2021 | 64 | ✓ | 3 | | | | | | Paul J. Clancy Former Executive Vice President and Chief Financial Officer, Alexion Pharmaceuticals, Inc. | 2015 | 62 | ✓ | 2 | | | | | | Jacqualyn A. Fouse, Ph.D. Former Chief Executive Officer Agios Pharmaceuticals, Inc. | 2017 | 62 | ✓ | 1 | | | | | | Edmund P. Harrigan, M.D. Former Senior Vice President of Worldwide Safety and Regulatory Pfizer Inc. | 2019 | 71 | ✓ | 1 | | | | | | Katherine A. High, M.D. Former President, Therapeutics Asklepios Biopharmaceutical, Inc.. | 2020 | 72 | ✓ | 1 | | | | | | Susanne Schaffert, Ph.D. Former President, Novartis Oncology | 2022 | 57 | ✓ | 1* | | | | |

  29. Director Nominees

    | | Committee Chair | | Financial Expert | | Member |

  30. Director Nominees

    Dr. Schaffert has been nominated for election to the supervisory board of Merck KGaA at the annual general meeting of Merck KGaA to be held on April 26, 2024, which is after the printing date for this Proxy Statement.

  31. Director Nominees

    | 28 | Proxy Statement 2024 | |

  32. Director Nominees

    Compensation of Directors Our director compensation program is designed to attract and retain highly qualified directors by ensuring that our director compensation is in line with compensation offered by our peer companies that compete with us for director talent. Compensation reflects the time, effort, expertise and accountability required of active board membership. Directors who are employees of the Company, namely Mr. Hoppenot, do not receive any fees for their service on the Board or any committee. The Compensation Committee, with the assistance of its independent compensation consultant, periodically reviews the compensation for our non-employee directors in relation to the peer group used for compensation purposes (as described below under “Compensation Discussion and Analysis”). Under our Amended and Restated 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”), the Board may set the total grant date target value of 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 of our non-employee directors in November 2023 and determined not to recommend any change to the compensation for our non-employee directors, including the total grant date target value of non-employee director equity awards that was set by the Board at $400,000 for 2023. The annual retainers for Board service, committee membership and chair service are set forth below.

  33. Director Nominees

    | Role | Cash Retainer ($)(1) | Total Equity Awards ($)(2) | | Lead Independent Director | 100,000 | 400,000 | | Non-Employee Director | 60,000 | 400,000 |

  34. Director Nominees

    | Role | Cash Retainer ($)(1) | | Chair of Audit and Finance Committee | 25,000 | | Members of Audit and Finance Committee | 12,500 | | Chair of Compensation Committee | 25,000 | | Members of Compensation Committee | 10,000 | | Chair of Nominating and Corporate Governance Committee | 18,000 | | Members of Nominating and Corporate Governance Committee | 9,000 | | Chair of Science and Technology Committee | 25,000 | | Members of Science and Technology Committee | 10,000 |

  35. Director Nominees

    (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. Equity awards are 60% stock options and 40% RSU awards, determined in the same manner as with awards to our executive officers, as

  36. Director Nominees

    | | Proxy Statement 2024 | 29 |

  37. Director Nominees

    described in “Compensation Discussion and Analysis.” The Board has determined that for 2023 and 2024, total grant date target value for equity awards will be $400,000 for all non-employee directors. The exercise price of the options will be equal to the fair market value on the date of grant and have a term of 10 years. Each award will vest in full on the first anniversary of the date of the grant or, if earlier, the date of the next annual meeting of stockholders or upon a change in control. Cash and equity awards are prorated for such portion of the year that the director serves on the Board. All directors are reimbursed for their travel and out-of-pocket expenses in accordance with our travel policy for each in-person Board or committee meeting that they attend.

  38. 2023 Director Compensation Table

    2023 Director Compensation Table

  39. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | Total ($) | | Julian C. Baker | — | 281,907 | 230,854 | 512,761 | | Jean-Jacques Bienaimé | 94,000 | 153,907 | 230,854 | 478,761 | | Otis W. Brawley | 70,000 | 153,907 | 230,854 | 454,761 | | Paul J. Clancy | — | 248,907 | 230,854 | 479,761 | | Jacqualyn A. Fouse | 81,500 | 153,907 | 230,854 | 466,261 | | Edmund P. Harrigan | — | 251,407 | 230,854 | 482,261 | | Katherine A. High | 70,000 | 153,907 | 230,854 | 454,761 | | Susanne Schaffert | 60,000 | 153,907 | 230,854 | 444,761 |

  40. 2023 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 2023 Annual Meeting, 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, 2023, 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 immediately vested 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:

  41. 2023 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 | 128,000 | 153,907 | | Jean-Jacques Bienaimé | — | 153,907 | | Otis W. Brawley | — | 153,907 | | Paul J. Clancy | 95,000 | 153,907 | | Jacqualyn A. Fouse | — | 153,907 | | Edmund P. Harrigan | 97,500 | 153,907 | | Katherine A. High | — | 153,907 | | Susanne Schaffert | — | 153,907 |

  42. 2023 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 2023 Annual Meeting, 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, 2023, for a discussion of our assumptions in determining the ASC 718 values of our option awards. The following table provides the number of shares of common stock subject to outstanding unvested RSU awards and stock options held at December 31, 2023 for each director who was then serving on the Board.

  43. 2023 Director Compensation Table

    | 30 | Proxy Statement 2024 | |

  44. 2023 Director Compensation Table

    | Name | Number of Unvested RSU Awards | Number of Shares Underlying Unexercised Options | | Julian C. Baker | 2,505 | 126,414 | | Jean-Jacques Bienaimé | 2,505 | 141,414 | | Otis W. Brawley | 2,505 | 26,328 | | Paul J. Clancy | 2,505 | 141,414 | | Jacqualyn A. Fouse | 2,505 | 100,164 | | Edmund P. Harrigan | 2,505 | 43,302 | | Katherine A. High | 2,505 | 40,227 | | Susanne Schaffert | 2,505 | 18,045 |

  45. 2023 Director Compensation Table

    | | Proxy Statement 2024 | 31 |

  46. 2023 Director Compensation Table

    Corporate Governance

  47. 2023 Director Compensation Table

    | What We Do | | | ✓ Majority voting for directors in uncontested elections | ✓ Audit and Finance Committee receives semiannual updates by our Chief Compliance Officer | | ✓ Strong and active Lead Independent Director, representing one of our largest stockholders | ✓ Board and the committees may seek advice from outside advisors | | ✓ Audit and Finance Committee, Nominating and Corporate Governance Committee and Compensation Committee comprised solely of independent directors | ✓ Pre-clearance by our General Counsel required for trading in our stock by any director, and all executive trading must be through a pre-cleared trading plan | | ✓ Audit and Finance Committee regularly meets with Ernst & Young LLP, our independent registered public accounting firm, as well as our corporate audit services team—without members of executive management present | ✓ Maintain robust Code of Business Conduct and Ethics, Senior Financial Officers’ Code of Ethics and Board of Directors Code of Conduct and Ethics requirements | | ✓ An independent compensation consultant is engaged by and reports directly to our Compensation Committee | ✓ Board members have complete access to management and employees in their discretion | | ✓ Annual election of directors | ✓ High Board and committee attendance | | ✓ Review and approve corporate strategic plan, including the budget, at least annually | ✓ Robust commitment to corporate, environmental and social responsibility | | ✓ Limits on outside board and audit committee service | ✓ Extensive ongoing stockholder outreach, often involving Lead Independent Director | | ✓ Proxy access bylaw (3% ownership, 3 years, nominees up to 20% of the Board) | ✓ Audit and Finance Committee is updated by our cybersecurity team at least twice per year |

  48. 2023 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” |

  49. Compensation Discussion and Analysis

    | What We Do | | | ✓ We pay for performance, including having a total stockholder return (TSR) component for 2023 performance shares and will have 2024 performance shares based wholly on TSR | ✓ We have a compensation clawback policy | | ✓ For 2023, 50% of executives’ target equity award value was in the form of performance shares and for 2024, 60% of our CEO’s and 50% of our other executives’ target equity award value will be in the form of performance shares | ✓ Our Compensation Committee uses an independent compensation consultant, Compensia, 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 is comprised of all independent directors | | ✓ Double-trigger equity vesting in the event of a change-in-control | ✓ We conduct an annual say-on-pay vote | | ✓ 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 stockholders throughout the year | | ✓ Performance share awards cliff vest after 3 years | ✓ We require our executives to plan any stock trading in advance through the use of 10b5-1 plans |

  50. Compensation Discussion and Analysis

    | 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 |

  51. Compensation Program Strategy and Objectives

    Compensation Program Strategy and Objectives The performance-based and time-based components of our equity compensation program are designed to encourage an appropriate level of risk-taking and a focus on sound long-term decision-making, thus aligning executive interests with the long-term best interests of our Company and our stockholders. The Compensation Committee of our Board believes that the compensation of our executive officers should: • Pay for performance; • Encourage both creation of stockholder value and achievement of strategic corporate objectives; • Integrate compensation with our annual and long-term corporate objectives and strategy, and focus executive behavior on the fulfillment of both of those objectives; • Provide a competitive total compensation package that enables us to attract and retain, on a long-term basis, qualified personnel; and • Provide fair compensation consistent with internal compensation programs. Our executive officers’ compensation currently includes three primary components: base salary, cash bonus, and equity-based incentive awards. • Salary is a fixed amount and does not vary with our performance. • Cash bonus under our annual incentive compensation plan varies with our performance • Equity-based incentive awards can be made up of restricted stock units, performance shares or stock options. All components of our executives’ compensation, other than base salary, are closely tied to our Company’s performance—either through the amounts (if any) of each component actually received or the value of each component over time, or both—and each such component of executive compensation contributes toward our goal of delivering long-term stockholder value. Each of the equity-based components—including the performance shares that only become earned upon achievement of pre-determined goals—are also subject to time-based vesting, which the Compensation Committee believes incentivizes executive retention. On the next page is our 2023 Compensation Matrix:

  52. Compensation Program Strategy and Objectives

    (1) Restricted Stock Units comprised 20% of target equity value for 2023. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 53. (2) Performance shares comprised 50% of target equity value for 2023. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 53. (3) Stock options comprised 30% of target equity value for 2023. For a further description of the evolution of the equity compensation program for our executive officers, see “—Our Equity Grant Practices”, starting on page 53. As the design of our executive compensation program shows, the Compensation Committee believes that executive compensation should be designed to pay for performance. Our Company has made great progress in recent years, and executive compensation has reflected that performance.

  53. CEO Compensation versus Peers

    in-line with our peer group’s compensation as disclosed in their 2023 proxy statements, with Mr. Hoppenot’s at-risk compensation percentage being consistent with the peer group median mix.

  54. 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 2022 compensation from the 2023 proxy statements of the peer group.

  55. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Under its charter, the Compensation Committee has the sole authority to retain any independent compensation consultant or other advisor as the Committee may deem appropriate. Pursuant to this authority, the Compensation Committee has engaged Compensia, a national compensation consulting firm, for support on matters related to the compensation of our executive officers. Compensia does not provide any other services to our Company. Compensia was retained by the Compensation Committee to prepare compensation analyses for our executive officers and the non-employee members of our Board of Directors. Specifically, for our executive officers, Compensia was directed to provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive equity compensation of our executive officers compared against our compensation peer groups and to review other market practices and trends. This market analysis was reviewed with the Compensation Committee in connection with its early 2023 compensation decisions, and was used to guide decisions regarding base salary adjustments and target annual cash and equity incentive award opportunities.

  56. Role of the Independent Compensation Consultant

    | | Proxy Statement 2024 | 51 |

  57. Market Reference Data

    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 2023 compensation decisions, the Compensation Committee reviewed information prepared by Compensia comparing the compensation for our executive officers with data from SEC filings and the Radford Global Life Sciences Survey for a peer group comprised of 15 publicly traded biopharmaceutical companies (referred to as the 2023 peer group), which was also the same peer group as was used for 2022 compensation decisions. We collectively refer to these data as the competitive compensation data. We included information on the 2023 peer group in our proxy statement for our 2023 Annual Meeting. In September 2023, following discussion by the Compensation Committee, the peer group for 2024 compensation decisions was changed to omit Amarin, Gilead, Regeneron, Sage, and Vertex and to add BeiGene and United Therapeutics, resulting in a peer group (referred to as the 2024 peer group) of 12 publicly traded biopharmaceutical companies. While SeaGen was in the process of being acquired, the Committee noted that data for SeaGen would still be available for 2024 compensation decisions. The 2024 peer group was chosen based on the following characteristics: 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 2024 peer group on 2023 total revenue, total employees, and market capitalization (market cap). All data is as of December 31, 2023. SeaGen was acquired in December 2023 and, accordingly, its year-end data was unavailable.

  58. Market Reference Data

    | Company | Total Revenue ($M) | Company | Total Employees | Company | Market Cap ($M) | | BeiGene | 17,412 | BeiGene | 10,600 | Biogen | 37,495 | | Biogen | 9,836 | Biogen | 7,570 | Alnylam | 24,021 | | Jazz | 3,834 | BioMarin | 3,401 | BeiGene | 19,726 | | Incyte | 3,696 | Jazz | 2,800 | BioMarin | 18,163 | | BioMarin | 2,419 | Incyte | 2,524 | Incyte | 14,072 | | United Therapeutics | 2,328 | Alkermes | 2,100 | Neurocrine | 12,946 | | Exelixis | 1,830 | Alnylam | 2,100 | United Therapeutics | 10,333 | | Neurocrine | 1,887 | Exelixis | 1,310 | Sarepta | 9,021 | | Alkermes | 1,663 | Neurocrine | 1,400 | Jazz | 7,744 | | Alnylam | 1,828 | Sarepta | 1,314 | Exelixis | 7,460 | | Sarepta | 1,243 | United Therapeutics | 1,168 | Ionis | 7,258 | | Ionis | 788 | Ionis | 927 | Alkermes | 4,629 |

  59. Market Reference Data

    | 52 | Proxy Statement 2024 | |

  60. Our Equity Grant Practices

    Our Equity Grant Practices Over the past five years, based on stockholder feedback and review of peer executive equity compensation practices, the Compensation Committee has increased the percentage of performance-based equity awards for our executives. In 2021, the Compensation Committee determined that our executives would receive 40% of their total grant date target value in the form of stock options, 30% in the form of performance shares, and 30% in the form of RSUs, and those percentages changed for 2022 to 1/3 each of their total grant date target value in the form of stock options, performance shares, and RSUs. In 2023, the Compensation Committee determined that our U.S.-based executives 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. For 2024, the Compensation Committee determined that our CEO will 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, with our other U.S.-based executives retaining the same percentage mix as for 2023. While the equity awards are actually granted in July of each year, the Compensation Committee determines the overall equity grant 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 annual 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 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, and are described further below. The 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 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 as the awards are intended to award prior year performance and to incentivize and retain the recipients. Our CEO championed the creation of the outstanding merit grant program to recognize important contributions—both within a function and the Company as a whole—by leaders throughout our organization. Previously, our CEO received these grants too, but, starting in 2019, in response to stockholder feedback, the Compensation Committee eliminated awards of outstanding merit grants to our CEO. For 2022 and 2023, the Compensation Committee only made outstanding merit awards to certain key employees and did not make outstanding merit awards to any of our executives. The exercise price of each stock option awarded under our 2010 Stock Incentive Plan is the closing price of our common stock on the date of grant, which for our annual stock option grants are the dates of the regularly scheduled Compensation Committee meetings or actions without meetings, which are taken following decisions at meetings, in the middle of the year at which equity awards for senior executives are formally determined and at the beginning of the year at which salary adjustments and cash bonuses under our incentive compensation plan are determined. These meetings are scheduled in advance, and we do not coordinate the timing of equity award grants with the release of financial results or other material announcements by our Company. Under our 2010 Stock Incentive Plan, we may not reprice or replace options at lower exercise prices without stockholder approval.

  61. Compensation Practices and Policies

    Our CEO has met this requirement. All other directors and executive officers have either met their respective equity ownership targets or are within the five-year period for achieving compliance. Covered individuals as of January 1, 2016 must have satisfied these guidelines by December 31, 2020, and 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. Prior to the 2021 guideline amendments, shares underlying vested stock options were included in determining equity ownership. 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 also 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. We also have a legacy clawback policy that provides that if we are required to prepare an accounting restatement on account of fraud or other intentional misconduct, 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, look-back period. The incentive compensation to which it applies is cash bonuses or other cash awards and equity awards to the extent those bonuses or awards are earned based on the attainment of a financial reporting measure presented in our financial statements or derived from our accounting records. 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 CEO and CFO 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 stock, 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.

  62. Tax Deductibility of Compensation

    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 CEO and each of the next three most highly compensated executive officers (excluding the chief financial officer for taxable years prior to 2018). 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.

  63. Key Elements of Executive Compensation

    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. 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 a variety of benefits that are available generally to all salaried employees. Each of these components is described in more detail below. 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 2023, the Compensation Committee set the 2023 base salaries for our executive officers. The Committee considered our Company’s performance in 2022, including our commercial operations, clinical trial progress of our other drug candidates, job performance, internal pay alignment and equity, marketplace competitiveness and the 2023 peer group data in determining the base salaries for 2023. In January 2024, the Compensation Committee set the 2024 base salaries for our executive officers. The Committee considered our Company’s performance in 2023, including our commercial operations, clinical trial progress of our other drug candidates, job performance, internal pay alignment and equity, marketplace competitiveness and the 2024 peer group data in determining the base salaries for 2024. The following table sets forth the salary increases that became effective on January 28, 2024 for our named executive officers listed in the Summary Compensation Table.

  64. Key Elements of Executive Compensation

    Annual Incentive Compensation Plan Each year, we have established 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. These corporate objectives are approved by the independent members of our Board based on the recommendations of the Compensation Committee, as well as, in the case of individuals other than our CEO, the achievement of individual business objectives for a particular 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 to be used for awards. The Compensation Committee, with input from our CEO with respect to our other executive officers, may use discretion in determining for each executive officer his or her bonus amount. Incentive awards for our executive officers were approved by the Compensation Committee and paid in 2024 pursuant to our 2023 incentive compensation plan. Each of our executive officers, other than our CEO, had a funding target under the plan ranging from 50% to 75% of his or her annual base salary for 2023, with the potential for actual awards under the plan to either exceed or be less than the funding target depending upon corporate

  65. Key Elements of Executive Compensation

    performance, as well as the executive officer’s achievement of certain individual goals that are predetermined by our CEO. Our CEO had a funding target under the plan of 110% of his annual base salary for 2023, with the potential for actual awards under the plan to either exceed or be less than such funding target depending upon corporate performance. 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. Individual performance goals were also established for eligible employees other than our CEO, and evaluations were based upon whether the employee met, exceeded or did not meet each established goal. The Committee believes that it is appropriate to align a higher percentage of our executive officers’ total cash compensation with the achievement of our Board-approved corporate objectives because those objectives are determined with a view toward progressing our Company’s business and maximizing stockholder value. Linking a significant percentage of executive officer cash incentive awards to achievement of Committee-approved corporate objectives puts a substantial portion of our CEO’s and executive officers’ cash compensation at risk, and is another way the Committee has designed executive compensation to pay for performance. While executive officers other than our CEO have individual performance objectives that are evaluated by our CEO, the outcome of those objectives did not affect awards under our 2023 incentive compensation plan to those officers, and the award amounts were based solely on achievement of the corporate performance objectives. Annual Incentive Compensation Plan 2023 Corporate Performance Objectives Corporate performance objectives for 2023 were based on achievement of the objectives in the following categories: discovery, clinical development and global commercial, with business development objectives providing additional bonus opportunities. Threshold, target and outperform achievement levels were defined for each corporate objective and, depending on the achievement of those performance levels, a payout ranging from 0% to 150% may have been made for each core objective. Bonus objectives included an extra 10% for Discovery, an extra 30% for Clinical Development, an extra 5% for Global Commercial and an extra 5% for Business Development. Collectively, the bonus opportunities enabled the payout of up to an additional 50 percentage points for extraordinary achievements beyond core objectives. At the time the corporate performance objectives for 2023 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 2024, the Compensation Committee evaluated the achievement of the 2023 corporate performance objectives and determined that incentive awards under our 2023 incentive compensation plan should be based upon an achievement score of 109.0% of the target level of corporate performance objectives. The various objective categories, target payouts and actual payouts, are listed in the table below.

  66. Key Elements of Executive Compensation

    | Objectives | Target % | Payout % | | Discovery ✓ Achieve the requisite number of pre-specified goals, including 4 IND filings | 20 | 30 | | Clinical Development ✗ Achieve enrollment thresholds in LIMBER clinical trials by specified times ✗ Receive FDA approval for ruxolitinib XR by a specified time ✓ Achieve a subset of predevelopment goals ✓ Achieve various enrollment thresholds for various assets by a specified time ✓ Submit U.S. BLA for Axatilimab in 3L+ cGVHD | 35 | 26.25 | | Development Bonus Opportunities ✓ Obtain MAA for Opzelura in vitiligo by end of Q2 ✓ Achieve specified percentage of site initiation visits for povorcitinib Phase 3 trial | | 10 | | Global Commercial ✓ Met various subsets of US and ex-US net product sales targets | 42 | 38.25 | | ESG ✓ Develop global emission reduction and mitigation plan to achieve corporate operational neutrality goal by 2025 ✓ At least 75% of open positions in U.S. have at least 1 diverse applicant ✓ At least 15% of global employees participate in community volunteer activities | 3 | 4.5 | | Total | 100 | 109 |

  67. Key Elements of Executive Compensation

    Detailed Discussion on Performance Objectives and Achievements Discovery In 2023, we achieved most of our pre-specified discovery goals, including all of our higher priority discovery goals, which spanned our small molecule and biologics programs. These efforts resulted in four Investigational New Drug (IND) applications, as well as the selection of numerous nomination and back-up compounds. Clinical Development We achieved our clinical development goals, which related to advancing our clinical pipeline across hematology and oncology and inflammation and autoimmunity (IAI), at a threshold achievement level of 26.25 points, and also achieved two development bonus opportunities, resulting in 10 additional points. The highlights are listed below:

  68. Inflammation and AutoImmunity (IAI)

    | Name | Year-End Salary (A) x | Target Bonus (B) x | Overall Multiplier (C) = | Bonus Award (D) | | Hervé Hoppenot | $1,296,666 | 110.0% | 109.0% | $1,554,703 | | Christiana Stamoulis | $686,797 | 60.0% | 109.0% | $449,166 | | Pablo J. Cagnoni | $900,000 | 75.0% | 109.0% | $735,750 | | Steven H. Stein | $777,597 | 60.0% | 109.0% | $508,549 | | Barry P. Flannelly | $602,021 | 55.0% | 109.0% | $360,912 |

  69. Inflammation and AutoImmunity (IAI)

    Incentive Compensation Plan Achievement—2021-2023 Annual Incentive Compensation Plan 2024 Corporate Performance Objectives In February 2024, the independent members of our Board, based on the recommendations of the Compensation Committee, approved corporate objectives for our 2024 incentive compensation plan. Under this plan, the funding targets for executive officers remain the same as for 2023. Corporate performance objectives for 2024 are based on achievement of Discovery, Clinical Development, ESG and Global Commercial objectives. Threshold, target and outperform achievement levels are defined for each corporate objective and, depending on the achievement of those performance levels, a payout ranging from 0% to 150% may be made for each objective. Bonus objectives include an extra 10% for Discovery, an extra 15% for Clinical Development, an extra 10% for Global Commercial and an extra 5% for Business Development. Collectively, the bonus opportunities enable the payout of up to an additional 40 percentage points for extraordinary achievements beyond core objectives. 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.

  70. Inflammation and AutoImmunity (IAI)

    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 those persons who have substantial responsibility for our management and growth with an opportunity to increase their ownership of our stock, the best interests of our stockholders and executive officers will be closely aligned. Therefore, executive officers are eligible to receive equity-based incentive awards when the Compensation Committee performs its annual review, although these awards may be granted at other times in recognition of exceptional achievements. As is the case when the amounts of base salary and initial equity awards are determined, the Compensation Committee conducts a review of all components of an executive officer’s compensation when determining annual equity awards to ensure that the executive’s total compensation conforms to our overall philosophy and objectives. Under our 2010 Stock Incentive Plan, we may grant stock options, restricted shares, performance shares, RSUs or stock appreciation rights. In 2023, our U.S.-based executive officers received stock options, performance shares and RSUs and our non-U.S.-based executives officers received RSUs for their annual equity awards. The award vehicles will remain the same in 2024. Our CEO received annual equity awards in 2023 with a total grant date target value of $13,400,000 and will be receiving annual equity awards in 2024 with a total target grant value of $12,400,000. For other executive officers, the total grant date target values of their annual equity awards in 2023 ranged between $500,000 to $4,200,000. For 2024, these will range between $500,000 to $6,000,000. All of these awards are inherently performance-based: • Stock options are performance based because they pay nothing to our executive officers unless stockholders benefit by stock price appreciation. In addition, with a ten-year life and a four-year vesting period, stock options are in sync with the time required for discovery, development and commercialization of new medicines. Our Compensation Committee believes that stock options help align executives’ interests with the long-term interests of our Company and our stockholders. Stock options reinforce our belief that future potential growth of Incyte will be generated by innovation, our discovery and development pipeline, demand for our products and our commercial execution. • 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 stockholders. In addition to the performance-based aspects of stock options, performance shares and RSUs, the time-based vesting of these awards also serves a critical retention function. Time-based vesting helps ensure the long-term retention of highly valuable executive officers, in whom we have invested considerable time and money, and the intellectual capital they create as well as continuity of their respective teams. The performance-based components and time-based components of our equity compensation program are designed to encourage both an appropriate level of risk-taking and a focus on sound long-term decision-making, thus aligning executive interests with the long-term best interests of our Company and our stockholders. For our U.S.-based executive officers, performance shares represented 50%, stock options represented 30% and RSUs represented 20% of the total grant date target value of an executive officer’s 2023 annual equity awards. For 2024, the Compensation Committee has determined that our CEO will 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 executive officers’ annual equity award mix will remain the same as that for 2023. Forty percent of performance shares granted in July 2023 are associated with certain clinical development objectives, including certain NDA, sNDA or MAA approvals and the initiation of certain first-in-human clinical trials. Forty percent of the performance shares have a product revenue trigger for 12 consecutive months before the end of the three-year performance period that was determined by the Compensation Committee in February 2023. The remaining twenty percent is tied to our relative total shareholder return (TSR) compared to the TSR of the companies in the Nasdaq Biotechnology Index (NBI) over a performance period from January 1, 2023 to December 31, 2025, 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

  71. Named Executive Officers

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Hervé Hoppenot President and Chief Executive Officer | 2023 | 1,291,929 | — | 9,334,654 | 4,425,053 | 1,554,703 | 53,187 | 16,659,526 | | | 2022 | 1,227,151 | — | 9,387,662 | 4,395,487 | 1,602,926 | 56,142 | 16,669,368 | | | 2021 | 1,139,709 | — | 7,399,170 | 4,689,466 | 1,160,596 | 55,324 | 14,444,265 | | Christiana Stamoulis Executive Vice President and Chief Financial Officer | 2023 | 684,288 | — | 2,647,095 | 1,254,863 | 449,166 | 49,073 | 5,084,485 | | | 2022 | 649,977 | — | 3,731,890 | 1,020,621 | 463,098 | 48,175 | 5,913,761 | | | 2021 | 604,142 | — | 3,338,400 | 816,686 | 307,363 | 55,970 | 5,122,561 | | Pablo J. Cagnoni(4) President, Research and Development | 2023 | 517,808 | 737,362(5) | 14,089,823 | 450,377 | 735,750 | 39,183 | 16,570,303 | | Steven H. Stein Executive Vice President and Chief Medical Officer | 2023 | 775,580 | — | 2,925,757 | 1,386,951 | 508,549 | 31,256 | 5,628,093 | | | 2022 | 741,567 | — | 5,081,951 | 1,088,314 | 450,781 | 30,136 | 7,392,749 | | | 2021 | 631,779 | — | 5,364,157 | 816,686 | 323,123 | 28,940 | 7,164,685 | | Barry P. Flannelly Executive Vice President and General Manager—NA | 2023 | 599,822 | — | 2,089,835 | 990,680 | 360,912 | 50,689 | 4,091,938 | | | 2022 | 569,746 | — | 2,743,507 | 885,206 | 372,107 | 54,430 | 4,624,996 | | | 2021 | 526,783 | — | 2,945,522 | 816,686 | 269,423 | 46,644 | 4,605,058 |

  72. Potential Payments Upon Termination Without a Change in Control

    Potential Payments Upon Termination Without a Change in Control The following table describes the potential payments and benefits triggered by a termination of employment of a named executive officer for the reasons specified in the table, in each case prior to a change in control and assuming the employment of the named executive officer was terminated on December 31, 2023.

  73. Potential Payments Upon Termination Without a Change in Control

    | Termination | Cash Payment ($) | Medical/ Insurance Benefits ($) | Acceleration of Equity Awards ($)(1) | Other ($)(2) | Total ($) | | Hervé Hoppenot Termination without cause or constructive termination Death or Disability | | | | | | | | 5,707,800 | 20,479 | 6,498,862 | 561,186 | 12,788,327 | | | — | — | 8,229,367 | 511,186 | 8,740,553 | | Christiana Stamoulis Termination without cause or constructive termination Death or Disability | | | | | | | | 1,098,875 | 13,581 | 1,967,960 | 58,114 | 3,138,530 | | | — | — | 1,967,960 | 58,114 | 2,026,074 | | Pablo J. Cagnoni Termination without cause or constructive termination Death or Disability | | | | | | | | — | — | 3,310,987 | 51,923 | 3,362,910 | | | — | — | 3,310,987 | 51,923 | 3,362,910 | | Steven H. Stein Termination without cause or constructive termination Death or Disability | | | | | | | | — | — | 2,110,802 | 74,769 | 2,185,571 | | | — | — | 2,110,802 | 74,769 | 2,185,571 | | Barry Flannelly Termination without cause or constructive termination Death or Disability | | | | | | | | — | — | 1,682,296 | 57,887 | 1,740,183 | | | — | — | 1,682,296 | 57,887 | 1,740,183 |

  74. Potential Payments Upon Termination Without a Change in Control

    (1) Represents the amount by which the $62.79 closing price of our common stock on December 29, 2023 exceeded the exercise price for stock options for which vesting would have accelerated as a result of termination of employment and $62.79 multiplied by the number of RSUs and performance shares for which vesting would have accelerated as a result of termination of employment. Includes accrued amounts under other of the Company’s benefits arrangements, including accrued vacation and other vested benefits the named executive officer is entitled to receive that are generally available to all salaried employees.

  75. Potential Payments Upon Termination Without a Change in Control

    | | Proxy Statement 2024 | 69 |

  76. Potential Payments Upon Termination in Connection with a Change in Control

    Potential Payments Upon Termination in Connection with a Change in Control The following table describes the potential payments and benefits triggered by a termination of employment of a named executive officer in connection with a change in control, by the Company without cause or by the executive for good reason, in each case assuming the employment of the named executive officer was terminated on December 31, 2023.

  77. Potential Payments Upon Termination in Connection with a Change in Control

    | Termination | Cash Payment ($) | Medical/ Insurance Benefits ($) | Acceleration of Equity Awards ($)(1) | Other ($)(2) | Total ($) | | Hervé Hoppenot Termination without cause or for good reason(3) | | | | | | | | 10,057,188 | 73,658 | 21,671,377 | 561,186 | 32,363,409 | | Christiana Stamoulis Termination without cause or for good reason(3) | | | | | | | | 2,711,868 | 13,581 | 8,211,066 | 58,114 | 10,994,629 | | Pablo J. Cagnoni Termination without cause or for good reason(3) | | | | | | | | 3,825,000 | 40,183 | 14,226,367 | 51,923 | 18,143,473 | | Steven H. Stein Termination without cause or for good reason(3) | | | | | | | | 2,954,868 | 41,043 | 11,209,498 | 74,769 | 14,280,178 | | Barry P. Flannelly Termination without cause or for good reason(3) | | | | | | | | 2,279,368 | 38,025 | 7,153,451 | 57,887 | 9,528,731 |

  78. Potential Payments Upon Termination in Connection with a Change in Control

    (1) Represents the amount by which the $62.79 closing price of our common stock on December 29, 2023 exceeded the exercise price for stock options for which vesting would have accelerated as a result of termination of employment and $62.79 multiplied by the number of RSUs and performance shares for which vesting would have accelerated as a result of termination of employment. (2) Includes accrued amounts under other of the Company’s benefits arrangements, including accrued vacation and other vested benefits the named executive officer is entitled to receive that are generally available to all salaried employees. Includes constructive termination following a change in control. See the section entitled “Employment Contracts, Termination of Employment and Change-in-Control Arrangements—Agreements with Other Named Executive Officers” above.

  79. Potential Payments Upon Termination in Connection with a Change in Control

    | 70 | Proxy Statement 2024 | |

  80. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  81. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Un-Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Hervé Hoppenot | 1/7/2016 | 20,195 | — | 95.76 | 01/06/2023 | | | | | | | *7/15/2016 | 74,245 | — | 83.83 | 07/14/2026 | | | | | | | ***1/17/2017 | 74,245 | — | 113.64 | 01/16/2027 | | | | | | | **1/17/2017 | 94,325 | — | 113.64 | 01/16/2027 | | | | | | | *7/5/2017 | 47,168 | — | 128.34 | 07/04/2027 | | | | | | | ***1/23/2018 | 47,168 | — | 94.63 | 01/22/2028 | | | | | | | **1/24/2018 | 25,401 | — | 95.34 | 01/23/2028 | | | | | | | *7/2/2018 | 88,557 | — | 68.62 | 07/01/2028 | | | | | | | ***1/4/2019 | 88,558 | — | 72.27 | 01/03/2029 | | | | | | | *7/2/2019 | 96,327 | — | 85.01 | 07/01/2029 | | | | | | | ***1/17/2020 | 96,328 | — | 80.50 | 01/16/2030 | | | | | | | 7/2/2020 | | | | | 9,765(3) | 613,144 | | | | | *7/2/2020 | 63,823 | 10,897 | 106.47 | 07/01/2030 | | | | | | | ***1/15/2021 | 63,823 | 10,897 | 90.56 | 01/14/2031 | | | | | | | 7/2/2021 | | | | | 22,132(3) | 1,389,668 | | | | | 7/2/2021 | | | | | 54,856(5) | 3,444,408 | | | | | *7/2/2021 | 51,623 | 33,588 | 83.58 | 07/01/2031 | | | | | | | 1/19/2022 | 51,264 | 33,588 | 74.78 | 01/18/2032 | | | | | | | 7/2/2022 | | | | | 45,325(3) | 2,845,957 | | | | | 7/2/2022 | 29,000 | 52,885 | 77.67 | 07/01/2032 | | | | | | | 7/2/2022 | | | | | | | 60,433(11) | 3,794,588(7) | | | 1/20/2023 | 30,617 | 55,832 | 83.20 | 01/19/2033 | | | | | | | 7/14/2023 | | | | | 43,184(3) | 2,711,523 | | | | | 7/14/2023 | — | 90,563 | 61.76 | 07/13/2033 | | | | | | | 7/14/2023 | | | | | | | 107,960(6) | 6,778,808(7) | | | | 1,042,667 | 288,250 | | | 175,262 | 11,004,700 | 168,393 | 10,573,396 | | Christiana Stamoulis | *2/11/2019 | 72,809 | — | 80.21 | 02/11/2029 | | | | | | | 2/11/2020 | | | | | 1,067(3) | 66,997 | | | | | *2/11/2020 | 32,813 | 1,427 | 76.14 | 02/11/2030 | | | | | | | 7/2/2020 | | — | | | 1,666(3) | 104,608 | | | | | *7/2/2020 | 10,884 | 1,859 | 106.47 | 07/01/2030 | | | | | | | ***1/15/2021 | 10,884 | 1,859 | 90.56 | 01/14/2031 | | | | | | | 1/15/2021 | | | | | 11,522(8) | 723,466 | | | | | 7/2/2021 | | | | | 9,732(5) | 611,072 | | | | | 7/2/2021 | | | | | 3,927(3) | 246,576 | | | | | *7/2/2021 | 9,094 | 5,960 | 83.58 | 07/01/2031 | | | | | | | 12/1/2021 | | | | | | | 15,121(9) | 949,448 (7) | | | 1/1/2022 | | | | | 14,463(10) | 908,132 | | | | | 1/19/2022 | 9,094 | 5,960 | 74.78 | 01/18/2032 | | | | | | | 7/2/2022 | | | | | 12,853(3) | 807,040 | | | | | 7/2/2022 | 8,223 | 14,998 | 77.67 | 07/01/2032 | | | | | | | 7/2/2022 | | | | | | | 17,137(11) | 1,076,032(7) | | | 1/20/2023 | 8,681 | 15,834 | 83.20 | 01/19/2023 | | | | | | | 7/14/2023 | | | | | 12,246(3) | 768,926 | | | | | 7/14/2023 | — | 25,682 | 61.76 | 07/13/2033 | | | | | | | 7/14/2023 | | | | | | | 30,615(6) | 1,922,316(7) | | | | 162,482 | 73,579 | | | 67,476 | 4,236,817 | 62,873 | 3,947,796 |

  82. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Proxy Statement 2024 | 71 |

  83. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Un-Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Pablo J. Cagnoni | 6/5/2023 | | | — | | 192,400(4) | 12,080,796 | | | | | 7/14/2023 | | | — | | 9,668(3) | 607,054 | | | | | 7/14/2023 | — | 20,275 | 61.76 | 07/13/2033 | | | | | | | 7/14/2023 | | | | | | | 24,170(6) | 1,517,634(7) | | | | — | 20,275 | | | 202,068 | 12,687,850 | 24,170 | 1,517,634 | | Steven H. Stein | **1/7/2016 | 4,039 | — | 95.76 | 01/06/2026 | | | | | | | *7/15/2016 | 1,194 | — | 83.83 | 07/14/2026 | | | | | | | ***1/17/2017 | 19,091 | — | 113.64 | 01/16/2027 | | | | | | | **1/17/2017 | 18,865 | — | 113.64 | 01/16/2027 | | | | | | | *7/5/2017 | 12,128 | — | 128.34 | 07/04/2027 | | | | | | | ***1/23/2018 | 12,128 | — | 94.63 | 01/22/2028 | | | | | | | **1/24/2018 | 21,167 | — | 95.34 | 01/23/2028 | | | | | | | *7/2/2018 | 8,540 | — | 68.62 | 07/01/2028 | | | | | | | ***1/4/2019 | 12,335 | — | 72.27 | 01/03/2029 | | | | | | | *7/2/2019 | 16,428 | — | 85.01 | 07/01/2029 | | | | | | | ***1/17/2020 | 16,428 | — | 80.50 | 01/16/2030 | | | | | | | 7/2/2020 | | | | | 1,666(3) | 104,608 | | | | | *7/2/2020 | 10,884 | 1,859 | 106.47 | 07/01/2030 | | | | | | | ***1/15/2021 | 10,884 | 1,859 | 90.56 | 01/14/2031 | | | | | | | 1/15/2021 | | | | | 23,044(8) | 1,446,933 | | | | | 7/2/2021 | | | | | 9,732(5) | 611,072 | | | | | 7/2/2021 | | | | | 3,927(3) | 246,576 | | | | | *7/2/2021 | 9,094 | 5,960 | 83.58 | 07/01/2031 | | | | | | | 12/1/2021 | | | | | | | 30,243(9) | 1,898,958(7) | | | 1/1/2022 | | | | | 28,926(10) | 1,816,264 | | | | | 1/19/2022 | 9,094 | 5,960 | 74.78 | 01/18/2032 | | | | | | | 7/2/2022 | | | | | 14,206(3) | 891,995 | | | | | 7/2/2022 | 9,089 | 16,576 | 77.67 | 07/01/2032 | | | | | | | 7/2/2022 | | | | | | | 18,941(11) | 1,189,305(7) | | | 1/20/2023 | 9,596 | 17,500 | 83.20 | 01/19/2033 | | | | | | | 7/14/2023 | | | | | 13,535(3) | 849,863 | | | | | 7/14/2023 | — | 28,385 | 61.76 | 07/13/2033 | | | | | | | 7/14/2023 | | | | | | | 33,838(6) | 2,124,688(7) | | | | 200,984 | 78,099 | | | 95,036 | 5,967,311 | 83,022 | 5,212,951 |

  84. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 72 | Proxy Statement 2024 | |

  85. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Un-Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Barry P. Flannelly | **1/7/2016 | 4,039 | — | 95.76 | 01/06/2026 | | | | | | | *7/15/2016 | 19,091 | — | 83.83 | 07/14/2026 | | | | | | | ***1/17/2017 | 19,091 | — | 113.64 | 01/16/2027 | | | | | | | *7/5/2017 | 12,128 | — | 128.34 | 07/04/2027 | | | | | | | ***1/23/2018 | 12,128 | — | 94.63 | 01/22/2028 | | | | | | | *7/2/2018 | 2,256 | — | 68.62 | 07/01/2028 | | | | | | | ***1/4/2019 | 1,424 | — | 72.27 | 01/03/2029 | | | | | | | **1/4/2019 | 63,105 | — | 72.27 | 01/03/2029 | | | | | | | *7/2/2019 | 16,428 | — | 85.01 | 07/01/2029 | | | | | | | 1/17/2020 | | | | | 11,482(8) | 720,955 | | | | | ***1/17/2020 | 16,428 | — | 80.50 | 01/16/2030 | | | | | | | 7/2/2020 | | | | | 1,666(3) | 104,608 | | | | | *7/2/2020 | 10,884 | 1,859 | 106.47 | 07/01/2030 | | | | | | | ***1/15/2021 | 10,884 | 1,859 | 90.56 | 01/14/2031 | | | | | | | 1/15/2021 | | | | | 11,522(8) | 723,466 | | | | | 7/2/2021 | | | | | 9,732(5) | 611,072 | | | | | 7/2/2021 | | | | | 3,927(3) | 246,576 | | | | | *7/2/2021 | 9,094 | 5,960 | 83.58 | 07/01/2031 | | | | | | | 12/1/2021 | | | | | | | 9,073(9) | 569,694(7) | | | 1/1/2022 | | | | | 8,678(10) | 544,892 | | | | | 1/19/2022 | 9,094 | 5,960 | 74.78 | 01/18/2032 | | | | | | | 7/2/2022 | | | | | 10,147(3) | 637,130 | | | | | 7/2/2022 | 6,492 | 11,840 | 77.67 | 07/01/2032 | | | | | | | 7/2/2022 | | | | | | | 13,529(11) | 849,486(7) | | | 1/20/2023 | 6,854 | 12,500 | 83.20 | 01/19/2033 | | | | | | | 7/14/2023 | | | | | 9,668(3) | 607,054 | | | | | 7/14/2023 | — | 20,275 | 61.76 | 07/13/2033 | | | | | | | 7/14/2023 | | | | | | | 24,170(6) | 1,517,634(7) | | | | 219,420 | 60,253 | | | 66,822 | 4,195,753 | 46,772 | 2,936,814 |

  86. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1) All options listed in this table, other than those marked with an asterisk (*), a double asterisk (**) or a triple asterisk (***), become exercisable as to one-third of the shares on the first anniversary of the date of grant, with the remaining shares vesting ratably on a monthly basis thereafter over the following two years, and have a term of seven years, subject to earlier termination in certain events relating to termination of employment. Options marked with an asterisk become exercisable as to one-fourth of the shares on the first anniversary of the date of grant, with the remaining shares vesting ratably on a monthly basis thereafter over the following three years, and have a term of ten years, subject to earlier termination in certain events relating to termination of employment. Options marked with a double asterisk become exercisable as to all of the shares on the fourth anniversary of the date of grant, and have a term of ten years, subject to earlier termination in certain events relating to termination of employment. Options marked with a triple asterisk become exercisable as to one-fourth of the shares on the first anniversary of the grant date in July of the preceding year with the remaining shares vesting ratably on a monthly basis thereafter over the following three years, and have a term of ten years, subject to earlier termination in certain events relating to termination of employment. Vesting of all options listed in this table is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (2) The market value of unvested RSUs and earned performance shares is calculated by multiplying the number of unvested shares held by the applicable named executive officer by $62.79, the closing price of our common stock on December 29, 2023. (3) Represents RSUs that vest in equal installments on each of the first four anniversaries of the grant date, subject to the holder’s continued service through such dates. Vesting of the RSUs is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (4) Represents RSUs that vest in equal annual installments over four years beginning on June 1, 2026 , subject to the holder’s continued service through such dates. Vesting of the RSUs is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” Represents shares of common stock underlying performance shares that have been earned based upon the achievement of specified

  87. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Proxy Statement 2024 | 73 |

  88. 2023 Outstanding Equity Awards at Fiscal Year-End

    development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals. As described above under “Executive Compensation—Compensation Discussion and Analysis—Key Elements of Executive Compensation—Equity Based Incentive Awards.” In early 2024, the Compensation Committee evaluated the final achievement of the objectives relative to the performance shares granted in July 2021 to our U.S.-based executive officers, and determined that an aggregate of 123.93% of the shares were earned. The earned shares will vest on the third anniversary of the July 2, 2021 grant date, subject to the holder’s continued service through such date. Vesting of the performance shares is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (6) Represents the target number of shares of common stock underlying performance shares that can be earned based upon the achievement of specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals. The actual number of shares of common stock into which each performance share award may convert will be calculated by multiplying the target number of performance shares allocated to that award by performance percentage multipliers ranging from 0% to 150% based on the actual level at which the applicable performance goals are achieved, as certified by the Compensation Committee. The shares, if earned, will vest on the third anniversary of the July 14, 2023 grant date, subject to the holder’s continued service through such date. Vesting of the performance shares is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (7) The market value of unearned and unvested performance shares assumes achievement of the performance goals at the target level of 100% and is calculated by multiplying the number of unearned and unvested target shares held by the applicable named executive officer by $62.79, the closing price of our common stock on December 29, 2023. (8) Represents RSUs that vest on the fourth anniversary of the grant date, subject to the holder’s continued service through such date. Vesting of the RSUs is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (9) Represents the number of shares of common stock underlying performance shares that can be earned based upon the achievement of specified Opzelura performance goals. The actual number of shares of common stock into which each performance share award may convert will be calculated by multiplying the target number of performance shares allocated to that award by performance percentage multipliers ranging from 0% to 150% based on the actual level at which the applicable performance goals are achieved, as certified by the Compensation Committee. The shares, if earned, will vest on November 30, 2025, subject to the holder’s continued service through such date. Vesting of the performance shares is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” (10) Represents RSUs that will vest in a single installment on December 31, 2025, subject to the holder’s continued service through such date. Vesting of the RSUs are subject to acceleration under the circumstances described under”Employment Contracts, Termination of Employment and Change-in-Control Arrangements.” Represents the target number of shares of common stock underlying performance shares that can be earned based upon the achievement of specified development, revenue and market-based (relative total shareholder returns compared to the Nasdaq Biotechnology Index) performance goals. The actual number of shares of common stock into which each performance share award may convert will be calculated by multiplying the target number of performance shares allocated to that award by performance percentage multipliers ranging from 0% to 150% based on the actual level at which the applicable performance goals are achieved, as certified by the Compensation Committee. The shares, if earned, will vest on the third anniversary of the July 2, 2022 grant date, subject to the holder’s continued service through such date. Vesting of the performance shares is subject to acceleration under the circumstances described under “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.”

  89. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 74 | Proxy Statement 2024 | |

  90. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  91. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Hervé Hoppenot | — | — | 94,589(3) | 5,872,085 | | Christiana Stamoulis | — | — | 18,142(4) | 1,191,757 | | Pablo J. Cagnoni | — | — | — | — | | Steven H. Stein | — | — | 18,366(5) | 1,140,161 | | Barry P. Flannelly | — | — | 17,013(6) | 1,056,167 |

  92. 2023 Option Exercises and Stock Vested Table

    (1) Value realized is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the individual. (2) Value realized is based on the fair market value of our common stock on the vesting date and does not necessarily reflect proceeds actually received by the individual. (3) Represents 94,589 shares received upon vesting of RSUs and performance shares, of which 43,467 shares were automatically withheld to cover tax withholding obligations. (4) Represents 18,142 shares received upon vesting of RSUs and performance shares, of which 7,252 shares were automatically withheld to cover tax withholding obligations. (5) Represents 18,366 shares received upon vesting of RSUs and performance shares, of which 8,442 shares were automatically withheld to cover tax withholding obligations. Represents 17,013 shares received upon vesting of RSUs and performance shares, of which 6,304 shares were automatically withheld to cover tax withholding obligations.

  93. 2023 Option Exercises and Stock Vested Table

    | | Proxy Statement 2024 | 75 |

  94. 2023 Option Exercises and Stock Vested Table

    CEO Pay Ratio In accordance with the rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Hoppenot, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: • the median of the annualized total compensation of all employees of our Company (other than our CEO), was $267,066; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $16,659,526. Based on this information, for 2023 the ratio of the annual total compensation of Mr. Hoppenot, our CEO, to the median of the annual total compensation of all employees was 62 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: • We determined that, as of December 31, 2023, we have 639 employees based in Europe and 66 based in Asia. • We selected December 31, 2023, which is within the last three months of 2023, as the date upon which we would identify the “median employee.” • For all employees, we examined total compensation, which included: base salary, incentive compensation plan payments for non-sales employees, sales incentive compensation plan payments for sales employees, equity awards consisting of stock options and restricted stock units, and other compensation such as 401(k) matching contributions and Company-paid life insurance premiums. • We included all employees, whether employed on a full-time or part-time basis, and we annualized the compensation of all permanent employees who were not employed by us for all of 2023. • We did not make any cost-of-living adjustments in identifying the “median employee.” For employees outside the United States, we converted their compensation to U.S. dollars using the relevant average exchange rate for 2023.

  95. 2023 Option Exercises and Stock Vested Table

    | 76 | Proxy Statement 2024 | |

  96. Pay Versus Performance

    Pay Versus Performance

  97. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with the rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the relationship between the “Compensation Actually Paid” to our CEO (also referred to as our “PEO”) and our other named executive officers (together, our “NEOs”) and certain financial performance measures for the Company. This information includes compensation information for our PEO and our NEOs, as well as information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, our net income and our product revenues, net for the fiscal years listed below. For purposes of this section, “peer group” is defined as the Nasdaq Biotechnology Index, as further detailed in footnote 7 below.

  98. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2)(5) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ M) | Total Product Revenues ($ M)(8) | | | | | | | Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | | | | 2023 | 16,659,526 | 7,842,731 | 7,843,705 | 6,405,428 | 71.91 | 115.42 | 597.6 | 3,165.2 | | 2022 | 16,669,368 | 15,972,264 | 5,750,911 | 5,496,116 | 91.98 | 113.65 | 340.7 | 2,746.9 | | 2021 | 14,444,265 | 6,228,229 | 5,217,889 | 1,847,797 | 84.06 | 126.45 | 948.6 | 2,322.0 | | 2020 | 16,378,192 | 13,448,394 | 3,725,684 | 3,748,945 | 99.61 | 126.42 | (295.7) | 2,068.7 |

  99. Pay Versus Performance Table

    (1) The dollar amounts reported are the amounts reported in the “Total” column of the Summary Compensation Table for Hervé Hoppenot, our CEO. (2) The amounts shown for “Compensation Actually Paid “ (CAP) have been calculated in accordance with SEC rules and represent amounts reported in the Summary Compensation Table with certain adjustments as described in footnotes 3 and 5 below. (3) The following table sets forth the adjustments made to the information provided in the Summary Compensation Table to arrive at the “Compensation Actually Paid” for our PEO for each of the years presented:

  100. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | CAP of Equity Vesting during FY ($) | CAP of Unvested Equity at FYE granted prior to the current FY ($) | CAP of Unvested Equity at FYE granted during the current FY ($) | Compensation Actually Paid to PEO ($)* | | 2023 | 16,659,526 | (13,759,707) | (2,202,340) | (1,080,176) | 8,225,428 | 7,842,731 | | 2022 | 16,669,368 | (13,783,149) | 1,005,994 | 2,981,288 | 9,098,763 | 15,972,264 | | 2021 | 14,444,265 | (12,088,636) | (606,066) | (1,960,844) | 6,439,510 | 6,228,229 | | 2020 | 16,378,192 | (13,832,247) | 2,043,085 | 127,113 | 8,732,251 | 13,448,394 |

  101. Pay Versus Performance Table

    * Due to calculation errors, the Compensation Actually Paid to our PEO for each of 2022, 2021 and 2020 as reported in our 2023 Proxy Statement (stated therein as $16,903,544, $6,852,226 and $14,694,652, respectively) was overstated. The Compensation Actually Paid to our PEO for each of these years has been corrected in the table set forth above. (4) Our non-PEO Named Executive Officers for 2023 are comprised of Ms. Stamoulis, Dr. Cagnoni, Dr. Stein, and Dr. Flannelly. Our non-PEO Named Executive Officers for 2021 and 2022 were comprised of Ms. Stamoulis, Dr. Stein, Ms. Maria E. Pasquale and Dr. Flannelly. Our non-PEO Named Executive Officers for 2020 were comprised of Ms. Stamoulis, Dr. Stein, Dr. Flannelly and Dr. Vijay Iyengar. The following table sets forth the adjustments made to the information provided in the Summary Compensation Table to arrive at the Average Compensation Actually Paid for our non-PEO Named Executive Officers for each of the years presented:

  102. Pay Versus Performance Table

    | | Proxy Statement 2024 | 77 |

  103. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards ($) | CAP of Equity Vesting during FY ($) | CAP of Unvested Equity at FYE granted prior to the current FY ($) | CAP of Unvested Equity at FYE granted during the current FY ($) | Compensation Actually Paid to Non-PEO NEOs ($)* | | 2023 | 7,843,705 | (6,458,845) | (291,967) | 203,007 | 5,109,528 | 6,405,428 | | 2022 | 5,750,911 | (4,652,030) | 182,351 | 644,655 | 3,570,229 | 5,496,116 | | 2021 | 5,217,889 | (4,302,448) | (213,819) | (837,071) | 1,983,246 | 1,847,797 | | 2020 | 3,725,684 | (2,791,502) | 218,828 | 534,106 | 2,061,829 | 3,748,945 |

  104. Pay Versus Performance Table

    * Due to calculation errors, the Average Compensation Actually Paid to our non-PEO Named Executive Officers for each of 2022, 2021 and 2020 as reported in our 2023 Proxy Statement (stated therein as $5,661,324, $1,954,190 and $3,908,344, respectively) was overstated. The Average Compensation Actually Paid to our non-PEO Named Executive Officers for each of these years has been corrected in the table set forth above. (6) Total Shareholder Return is calculated as the sum of the difference between our share price at the end of each year shown and the beginning of the measurement period plus the cumulative amount of dividends for the investment period, assuming dividend reinvestment, divided by our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (7) The peer group used for calculating Peer Group Total Shareholder Return is the Nasdaq Biotechnology Index, which is used for determining performance of the relative total shareholder return component for the performance shares awards to the NEOs. (8) Represents total product revenues, net, as disclosed in the Consolidated Statements of Operations in our Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021 and 2020.

  105. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table The graphs provided below reflect the relationships between Compensation Actually Paid, or CAP, for our PEO and our non-PEO NEOs and selected measures in accordance with SEC rules. The CAP amounts, as calculated per SEC rules, do not fully represent the actual final amount of compensation earned or actually paid to our PEO or other NEOs during the applicable fiscal years. The Pay versus Performance table above also does not capture all of the performance measures used to align executive compensation with company performance. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid Versus Total Shareholder Return 2020-2023

  106. Analysis of the Information Presented in the Pay versus Performance Table

    | 78 | Proxy Statement 2024 | |

  107. Analysis of the Information Presented in the Pay versus Performance Table

    TSR is based on the Nasdaq Biotechnology Index, which is the peer group used for the relative TSR component of our Performance Shares awarded to our CEO and other NEOs. It is also the peer group used in the Stock Price Performance Graph furnished with our Annual Report that is delivered to our stockholders together with this Proxy Statement in connection with our Annual Meeting of Stockholders. Compensation Actually Paid is highly correlated with TSR, given that the values of the components of our executive equity compensation (stock options, restricted stock units and a portion of our performance share goals), depend on our stock price performance. The graph above provides additional context on Incyte’s stock performance relative to the Nasdaq Biotechnology Index (NBI) constituent companies for fiscal years 2021-2023. As described under “Executive Compensation—Equity-Based Incentive Awards,” ten percent of the performance shares granted to our U.S. based executive officers in July 2021 were tied to the relative performance of Incyte’s stock to the NBI between January 1, 2021 and December 31, 2023 measured as a percentile compared to the aggregate performance over the same period of companies that made up the NBI as of January 1, 2021.

  108. Analysis of the Information Presented in the Pay versus Performance Table

    | | Proxy Statement 2024 | 79 |

  109. Analysis of the Information Presented in the Pay versus Performance Table

    Compensation Actually Paid Versus Net Income (Loss) 2020-2023 Incyte does not currently utilize GAAP net income (loss) as a metric in its incentive programs, given that it may include certain one-time/non-recurring items that could make it not reflective of the underlying performance of our business. Compensation Actually Paid Versus Total Products Revenues, 2020-2023 As previously discussed, our CEO and other NEOs’ Compensation Actually Paid is highly dependent on the absolute and relative stock price performance due to the significant portion of our compensation program linked to equity incentives. In addition, other metrics such as total product revenues, (which account for a significant portion (40%) of the performance goals for our performance share (PSU) component of our executive officers’ equity compensation in 2021, 2022 and 2023), pipeline progression and regulatory approvals, are also important performance measures that we use to link our performance to compensation actually paid to our executive officers.

  110. Analysis of the Information Presented in the Pay versus Performance Table

    | 80 | Proxy Statement 2024 | |