DEF 14A of Royalty Pharma plc, Apr 10, 2026

DEF 14A of Royalty Pharma plc

Filed Apr 10, 2026 · FY20250001140361-26-014239

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The following table provides summary information about each director nominee, and the expected composition of each Board committee following the Annual Meeting, assuming each director nominee is elected. All of the director nominees are currently members of the Board and have been directors of Royalty Pharma plc since 2020, with the exception of Mr. Hodgson, who was first elected as a director at the 2022 Annual Meeting, and Dr. Coric, who was first elected as a director at the 2025 Annual Meeting. Dr. Ho. and Ms. Weatherman were appointed to the Board in 2025 and are seeking election to the Board for the first time.

  2. Our Director Nominees

    | Name | Age(1) | Primary Occupation | Independent | A | MDCC | NCG | Other Public Boards | | Pablo Legorreta Chairman and CEO | 62 | Chairman and CEO, Royalty Pharma plc | | | | | 1 | | Ted Love, M.D. Lead Independent Director | 67 | Former Chair, Biotechnology Innovation Organization (BIO) | | | | C | 3 | | Bonnie Bassler, Ph.D. | 63 | Chair, Department of Molecular Biology at Princeton University | | | M | | 1 | | Vlad Coric, M.D. | 55 | Chairman and CEO, Biohaven Limited | | | M | | 2 | | Catherine Engelbert | 61 | Commissioner, Women’s National Basketball Association | | M | | | 1 | | Carole Ho, M.D. | 53 | EVP and President, Lilly Neuroscience | | | | M | 1 | | David Hodgson | 69 | Vice Chairman, General Atlantic | | M | C | | 2 | | Gregory Norden | 68 | Former CFO, Wyeth | | C | | M | 2 | | Elizabeth Weatherman | 66 | Special Limited Partner of Warburg Pincus LLC | | | M | | 1 |

  3. Our Director Nominees

    | (1) Age as of the Record Date of the 2026 Annual Meeting. |

  4. Our Director Nominees

    | A - Audit Committee MDCC - Management Development and Compensation Committee NCG - Nominating and Corporate Governance Committee | | C - Chairperson M - Member |

  5. Our Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 8 |

  6. Our Director Nominees

    Our Director Nominees

  7. Our Director Nominees

    | Directors | Pablo Legorreta | Ted Love | Bonnie Bassler | Vlad Coric | Catherine Engelbert | Carole Ho | David Hodgson | Gregory Norden | Elizabeth Weatherman | | Age(1) | 62 | 67 | 63 | 55 | 61 | 53 | 69 | 68 | 66 | | Gender | M | M | F | M | F | F | M | M | F | | Skills and Experience | | | | | | | | | | | Leadership | • | • | • | • | • | • | • | • | • | | Finance / Accounting | | | | | • | | • | • | • | | Science / Biotech | • | • | • | • | | • | | • | | | Business Strategy | • | • | | • | • | • | • | • | • | | Research / Academic | | • | • | • | | | | | | | Technology/Cybersecurity | | • | • | • | • | | • | • | | | Risk Management | • | • | | • | • | | • | • | | | Corporate Responsibility | | • | • | • | • | | • | • | | | Public Company CEO | • | • | | • | | | | | |

  8. Our Director Nominees

    | (1) Age as of the Record Date of the 2026 Annual Meeting. |

  9. Our Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 16 |

  10. Director Nominees

    Director Nominees The Board recommends that shareholders vote “FOR” the election of each of the director nominees.

  11. Director Nominees

    | Pablo Legorreta Chairman and CEO Age: 62 Director Since February 2020 Birthplace: Mexico Committees: None | Pablo Legorreta | | | | Experience: Pablo Legorreta has been our Chief Executive Officer and Chairman of the Board since inception. Previously, Mr. Legorreta was an investment banker at Lazard Frères in Paris and New York. Mr. Legorreta is also a co-founder of Pharmakon Advisors, a leading provider of debt capital to the biopharmaceutical industry. Mr. Legorreta received a degree in industrial engineering from Universidad Iberoamericana in Mexico City. Other Public Company Directorships: ProKidney Corp. (2022-present) Former Other Public Company Directorships: Epizyme, Inc. (2019-2022) Qualifications: Mr. Legorreta brings over 25 years of leadership experience and a demonstrated track record for delivering strong business results. Mr. Legorreta has deep knowledge of investing in biopharma as he has built and managed Royalty Pharma, the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, which contributes an important perspective to our Board’s discussion of opportunities and challenges in a rapidly evolving business environment. We also benefit from his extensive experience in the biopharmaceutical industry which enables him to bring a broad perspective of the issues facing our industry. | |

  12. Director Nominees

    | Ted Love, M.D. Independent Director Age: 67 Director since July 2020 Birthplace: United States Committees: • Nominating and Corporate Governance Committee (Chair) | Ted Love, M.D. | | | | Experience: Dr. Love served as BIO’s Chair of its Board of Directors for a two-year term (2023-2025). Previously, Dr. Love served as president and chief executive officer of Global Blood Therapeutics, Inc. from June 2014 to October 2022. From February 2010 to August 2012, he served as executive vice president, research and development and technical operations, at Onyx Pharmaceuticals, Inc. Prior to Onyx, from 2001 to January 2009, Dr. Love served as president, chief executive officer and chairman of Nuvelo, Inc. Prior to that, he served as senior vice president, development, at Theravance, Inc. from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital. Other Public Company Directorships: Structure Therapeutics Inc. (2023-present) Gilead Sciences, Inc. (2024-present) Jazz Pharmaceuticals plc (2025-present) Former Other Public Company Directorships: Seagen Inc. (2020-2023) Global Blood Therapeutics, Inc. (2014-2022) Qualifications: Dr. Love was selected to serve on our Board because of his more than 20 years of leadership and management experience in the biopharmaceutical industry, including BIO, Global Blood Therapeutics, Inc. and Onyx Pharmaceuticals, Inc., in addition to his prior experience as a practicing physician. Dr. Love also has notable experience on the boards of other public healthcare companies. He brings both strong business expertise, experience as a CEO of a global healthcare company, and knowledge of patient perspectives to our Board. | |

  13. Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 17 |

  14. Director Nominees

    | Bonnie Bassler, Ph.D. Independent Director Age: 63 Director since June 2020 Birthplace: United States Committees: • Management Development and Compensation Committee (Member) | Bonnie Bassler, Ph.D. | | | | Experience: Dr. Bassler currently serves in several roles at Princeton University, including Professor in the Department of Molecular Biology since 1994, associated faculty member of the Department of Chemistry since 2010, Investigator at the Howard Hughes Medical Institute since 2005, and associate faculty member of the Princeton Environmental Institute since 1996. Previously, Dr. Bassler served as the Director of the Council on Science and Technology at Princeton University from July 2008 to June 2013. Dr. Bassler has served as a Trustee of the Alfred P. Sloan Foundation since 2014. Dr. Bassler served as a board member of the American Association for the Advancement of Science from January 2012 to December 2016. She was a member of the National Science Board from January 2010 until May 2016. Dr. Bassler has been elected to the National Academy of Sciences, the National Academy of Medicine, and the Royal Society, among other honorific organizations. She received a B.S. in biochemistry from the University of California-Davis and a Ph.D. in biochemistry from the John Hopkins University. Other Public Company Directorships: Regeneron Pharmaceuticals, Inc. (2016-present) Former Other Public Company Directorships: Cidara Therapeutics, Inc. (2021-2026) Kaleido Biosciences, Inc. (2018-2022) Qualifications: Dr. Bassler was selected to serve on our Board because of her extensive scientific knowledge and her scientific and academic career and accomplishments. Dr. Bassler’s experience serving on boards across academia and the biopharmaceutical industry provides her with important qualifications and skills to serve on our Board. | |

  15. Director Nominees

    | Vlad Coric, M.D. Independent Director Age: 55 Director since April 2025 Birthplace: United States Committees: • Management Development and Compensation Committee (Member) | Vlad Coric, M.D. | | | | Experience: Vlad Coric, M.D. has been nominated to serve as a member of our Board and is standing for election at the 2025 Annual Meeting. Dr. Coric has served as chief executive officer and as a director of Biohaven (NYSE: BHVN) since 2015. From January 2007 to September 2015, he served as a group director of global clinical research at Bristol-Myers Squibb Company focusing both in oncology global clinical research and neuroscience global clinical research. Since 2006, Dr. Coric has also served as an associate clinical professor of psychiatry at Yale School of Medicine. Dr. Coric completed his postdoctoral internship, residency and fellowship at Yale School of Medicine, received his M.D. from Wake Forest University School of Medicine and was an honors scholar in neurobiology and physiology at the University of Connecticut where he received a B.S. degree. Other Public Company Directorships: Biohaven Limited (2022-present) Veradermics, Incorporated (2021-present) Former Other Public Company Directorships: Biohaven Pharmaceutical Holding Company Ltd. (2015-2022) Revance Therapeutics, Inc. (2023-2024) Social Capital Suvretta Holdings Corp. I (2021-2022) Qualifications: Dr. Coric was selected to serve on our Board because of his more than 20 years of leadership and management experience in the biopharmaceutical industry, including Biohaven, in addition to his prior experience as a practicing physician. He brings both strong business expertise and experience in discovering, developing and commercializing therapies that address unmet medical needs. | |

  16. Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 18 |

  17. Director Nominees

    | Catherine Engelbert Independent Director Age: 61 Director since June 2020 Birthplace: United States Committees: • Audit Committee (Member) | Catherine Engelbert | | | | Experience: Ms. Engelbert serves as the first Commissioner of the Women’s National Basketball Association since July 2019. Previously, Ms. Engelbert was with Deloitte from 1986 through 2019, and held various senior positions, including as a partner serving the pharmaceutical and life sciences practice for over two decades, and then as CEO from 2014 to 2019. Ms. Engelbert previously served on the board of Deloitte and as the first woman chair of the Center for Audit Quality Governing Board. Ms. Engelbert also served as the first woman chair of the Catalyst Board, a global non-profit organization that promotes inclusive workplaces for women. She was a founding member of the CEO Action for Diversity and Inclusion, is a vice chair of the Partnership for New York City, serves on The Business Council, the USGA Executive Committee and previously served as a member of the Business Roundtable, where she sat on the Education & Workforce and Immigration committees. Other Public Company Directorships: McDonald’s Corporation (2019-present) Qualifications: Ms. Engelbert was selected to serve on our Board because her experience as Commissioner of a professional sports league and as former chief executive officer of Deloitte LLP provides knowledge of global business operations, finance, leadership, strategy and risk management matters. Having led a firm of 100,000 professionals at Deloitte LLP, she also brings significant experience in talent management. She is a Certified Public Accountant. Ms. Engelbert’s qualification as an “audit committee financial expert” is an important attribute as a member of our Audit Committee. | |

  18. Director Nominees

    | Carole Ho, M.D. Independent Director Age: 53 Director since July 2025 Birthplace: United States Committees: • Nominating and Corporate Governance Committee (Member) | Carole Ho, M.D. | | | | Experience: Dr. Ho has served as executive vice president and president, Lilly Neuroscience, since December 2025. Previously, Dr. Ho served as the Chief Medical Officer and Head of Development of Denali Therapeutics from June 2015 to November 2025. Dr. Ho joined Denali from Genentech, where she held various roles of increasing responsibility between 2007 and 2015; from October 2014 to June 2015, Dr. Ho served as Vice President, Non-Oncology Early Clinical Development; from November 2013 to October 2014, Dr. Ho served as Senior Group Medical Director, Early Clinical Development; from April 2011 to November 2013, Dr. Ho served as Group Medical Director, Early Clinical Development; from June 2009 to April 2011, Dr. Ho served as Group Medical Director Global Product Development (Inflammation); and from October 2007 to June 2009, Dr. Ho served as Medical Director, Early Clinical Development. From November 2006 to October 2007, Dr. Ho served as Associate Medical Director at Johnson & Johnson, a health care products company. From June 2002 to November 2006, she was an instructor in the Department of Neurology and Neurological Sciences at Stanford University. Dr. Ho completed a residency in neurology at Partners Neurology Residency of the Massachusetts General and Brigham and Women’s Hospital and was board certified in neurology and psychiatry between 2004 and 2014. Dr. Ho received her M.D. from Cornell University and her B.S. in Biochemical Sciences from Harvard College. Former Other Public Company Directorships: Beam Therapeutics Inc. (2018-2026) NGM Biopharmaceuticals, Inc. (2020-2025) Qualifications: Dr. Ho was selected to serve on our Board because of her more than 20 years of leadership and therapeutic development experience in the biopharmaceutical industry. She brings both strong business expertise and experience in discovering, developing and commercializing therapies from early-stage planning to late-stage development in neurology, immunology, ophthalmology, infectious disease and rare disease. | |

  19. Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 19 |

  20. Director Nominees

    | David Hodgson Independent Director Age: 69 Director since June 2022 Birthplace: United States Committees: • Management Development and Compensation Committee (Chair) • Audit Committee (Member) | David Hodgson | | | | Experience: Mr. Hodgson is a Managing Director and Vice Chairman of General Atlantic, a global growth private equity firm, which he joined in 1982. Mr. Hodgson serves on the board of directors of Johns Hopkins HealthCare and Johns Hopkins Medicine International. Mr. Hodgson holds an A.B. in Mathematics and Social Sciences from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business. Other Public Company Directorships: TriNet Group, Inc. (2005-present) Alignment Healthcare, Inc. (2014-present) Qualifications: Mr. Hodgson was selected to serve on our Board because of his extensive management and board experience acquired over his 40 years at General Atlantic, one of the world’s leading growth equity investment firms, and his extensive knowledge of business, finance and strategic transactions, which provide valuable insight for our long-term corporate and business strategy. He also brings valuable experience on other healthcare companies’ boards. | |

  21. Director Nominees

    | Gregory Norden Independent Director Age: 68 Director since June 2020 Birthplace: United States Committees: • Audit Committee (Chair) • Nominating and Corporate Governance Committee (Member) | Gregory Norden | | | | Experience: Mr. Norden is the Managing Director of G9 Capital Group LLC, which invests in early-stage ventures and provides corporate finance advisory services, since January 2010. Gregory Norden was a member of the Investment Committee of Royalty Pharma from 2014 to June 2020. From 1989 to 2010, Mr. Norden held various senior positions at Wyeth, including Chief Financial Officer. Mr. Norden started his career with Arthur Andersen & Company. Other Public Company Directorships: Zoetis Inc. (2013-present) Praxis Precision Medicines, Inc. (2019-present) Former Other Public Company Directorships: NanoString Technologies, Inc. (2012-2024) Qualifications: Mr. Norden was selected to serve on our Board because of his vast financial and accounting expertise along with his extensive public company board experience. As former Chief Financial Officer of Wyeth, Mr. Norden has broad knowledge of global business operations, finance, leadership, strategy and risk management matters. Mr. Norden’s qualification as an “audit committee financial expert” is critical as Chair of our Audit Committee. | |

  22. Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 20 |

  23. Director Nominees

    | Elizabeth Weatherman Independent Director Age: 66 Director since July 2025 Birthplace: United States Committees: • Management Development and Compensation Committee (Member) | Elizabeth Weatherman | | | | Experience: Ms. Weatherman is a Special Limited Partner of Warburg Pincus LLC, a leading global private equity firm focused on growth investing. She joined Warburg Pincus in 1988, became a partner in 1996, and served as a member of the Executive Management Group from 2001 to 2016. She led the firm’s Healthcare Group from 2008 to 2015. Other Public Company Directorships: Insulet Corp. (2022-present) Former Other Public Company Directorships: Nevro Corp. (2019-2025) Silk Road Medical, Inc. (2011-2024) Vapotherm, Inc. (2017-2024) Qualifications: Ms. Weatherman was selected to serve on our Board because of her extensive management and board experience acquired over her more than 30 years at Warburg Pincus, a leading global private equity firm, and her extensive knowledge of business, finance and strategic transactions, which provide valuable insight for our long-term corporate and business strategy. She also brings valuable experience from other healthcare companies’ boards. | |

  24. Director Nominees

    For a director nominee to be elected, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the director nominee’s election. Separate resolutions for the election of each nominee will be submitted for shareholder vote at the Annual Meeting. Our Board believes that the election of each director nominee is advisable and in the best interests of Royalty Pharma and our shareholders.

  25. Director Nominees

    | Royalty Pharma | 2026 Proxy Statement | 21 |

  26. Role of Lead Independent Director

    Role of Lead Independent Director The independent directors of our Board have appointed Ted Love as our Lead Independent Director. In this role, Dr. Love:

  27. Role of Lead Independent Director

    | Ted Love Lead Independent Director | • | Promotes a strong Board culture, including encouraging and facilitating active participation of all directors | | | • | Presides over all meetings of the Board at which the Chairman of the Board is not present; | | | • | Leads executive sessions and facilitates discussion of Royalty Pharma’s strategy, key governance issues (including succession planning) and the performance of senior executives; | | | • | Focuses on Board effectiveness, performance and composition; | | | • | Acts as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board, and as a contact person to facilitate communications by Royalty Pharma’s employees, shareholders, and other stakeholders with the independent directors; | | | • | Advises the committee chairs in fulfilling their designated responsibilities; and | | | • | Performs such other functions and responsibilities as requested by our Board from time to time. |

  28. Role of Lead Independent Director

    Dr. Love has substantial experience with corporate governance and public company management, as well as deep knowledge of Royalty Pharma and its governance practices. The Board believes Dr. Love’s experience enables him to provide a valuable perspective on Royalty Pharma’s growing business and risk management and enhances his ability to challenge members of senior management. The Board commended Dr. Love’s strength as Lead Independent Director, highlighting his leadership and the effectiveness with which he acts as a liaison between the Board and management.

  29. Diversity of Board Nominees

    Diversity of Board Nominees The Nominating and Corporate Governance Committee has set forth in its charter its commitment to include, for the purposes of filling any vacancies on the Board, qualified candidates who reflect diverse backgrounds, including diversity of gender and ethnicity, in each search for new directors. 67% of our directors are gender or ethnically diverse.

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Management Development and Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our non-employee directors. We pay our independent directors according to our Independent Director Compensation Policy, described further below. All members of the Board are reimbursed for reasonable costs and expenses incurred in their service on our Board. Highlights of Our Program:

  31. DIRECTOR COMPENSATION

    | • | Periodic market assessments and analyses by the Management Development and Compensation Committee; | | • | Equity makes up a meaningful portion of the non-employee directors’ overall compensation mix to align interests with shareholders; | | • | No cash retainers for leadership roles or committee membership to encourage shared responsibilities among all directors; | | • | Director Share Ownership Guidelines of five times the annual Board membership cash retainer; | | • | No short sales of share ownership positions and transactions involving derivatives of our ordinary shares; and | | • | No additional fees are paid for Board or committee meeting attendance. |

  32. Independent Director Compensation Policy

    Independent Director Compensation Policy Each independent director is generally entitled to receive the following compensation for his or her service on our Board:

  33. Independent Director Compensation Policy

    | • | Annual cash retainer of $150,000; |

  34. Independent Director Compensation Policy

    | • | Annual equity award with a grant date value of $250,000; and |

  35. Independent Director Compensation Policy

    | • | Initial equity award of $100,000 at the commencement of his or her service on our Board. |

  36. Independent Director Compensation Policy

    The following table sets forth the total compensation for our directors who were compensated for the year ended December 31, 2025. Mr. Legorreta did not receive any compensation for his service on our Board in 2025.

  37. Director Compensation for 2025

    Director Compensation for 2025

  38. Director Compensation for 2025

    | Director | Fees Earned or paid in Cash ($)(1) | Share Awards ($)(2) | Total ($) | | Bonnie Bassler, Ph.D. | 150,000 | 249,891 | 399,981 | | Vlad Coric, M.D.(3) | 109,615 | 352,384 | 462,000 | | Errol De Souza, Ph.D.(4) | 150,000 | 249,891 | 399,981 | | Catherine Engelbert | 150,000 | 249,891 | 399,981 | | Henry Fernandez(3) | 92,935 | 249,891 | 342,826 | | Carole Ho, M.D.(3) | 68,071 | 314,934 | 383,005 | | David Hodgson | 150,000 | 249,891 | 399,981 | | Ted Love, M.D. | 150,000 | 249,891 | 399,981 | | Gregory Norden | 150,000 | 249,891 | 399,981 | | Elizabeth Weatherman(3) | 68,071 | 314,934 | 383,005 |

  39. Director Compensation for 2025

    | (1) Amounts reported in this column for 2025 include the value of Class A ordinary shares received in lieu of (i) first quarter cash fee payments on March 28, 2025 based on a Class A ordinary share price of $32.8658 for Dr. Bassler and Mr. Fernandez (1,141 Class A ordinary shares, respectively); (ii) second quarter cash fee payments on June 28, 2025 based on a Class A ordinary share price of $35.2395 for Dr. Bassler and Mr. Fernandez (1,064 Class A ordinary shares, respectively ); (iii) third quarter cash fee payments on September 30, 2025 based on a Class A ordinary share price of $35.7872 for Dr. Bassler and Mr. Fernandez (1,047 Class A ordinary shares and 501 Class A ordinary shares, respectively); and (iv) fourth quarter cash fee payments on December 31, 2025 based on a Class A ordinary share price of $38.7418 for Dr. Bassler (967 Class A ordinary shares). |

  40. Director Compensation for 2025

    | (2) The amounts reported in this column represent the aggregate grant date fair value of restricted share units (“RSUs”) granted to directors in 2025 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). These amounts do not reflect the actual economic value that may ultimately be realized by a director, which will vary depending on the future performance of our Class A ordinary shares. |

  41. Director Compensation for 2025

    | Royalty Pharma | 2026 Proxy Statement | 38 |

  42. Director Compensation for 2025

    | Each of Dr. Bassler, Dr. Coric, Dr. De Souza, Ms. Engelbert, Mr. Fernandez, Mr. Hodgson, Dr. Love and Mr. Norden received an annual equity award of 7,614 RSUs (determined by dividing $250,000 by the volume-weighted average price (“VWAP”) of our Class A ordinary shares for the ten trading days immediately prior to such grant date of May 13, 2025). Each of Dr. Ho and Ms. Weatherman received a prorated annual equity award of 5,806 RSUs (determined by dividing by the VWAP for the ten trading days immediately prior to such grant date of July 31, 2025). |

  43. Director Compensation for 2025

    | Dr. Coric received an initial equity award of 3,184 RSUs (determined by dividing $100,000 by the VWAP for the ten trading days immediately prior to such grant date of April 21, 2025). Each of Dr. Ho and Ms. Weatherman received an initial equity award of 2,752 RSUs (determined by dividing by the VWAP for the ten trading days immediately prior to such grant date of July 31, 2025). |

  44. Director Compensation for 2025

    | As of December 31, 2025, Dr. Bassler, Dr. De Souza, Ms. Engelbert, Mr. Fernandez, Mr. Hodgson, Dr. Love and Mr. Norden each held 7,614 unvested RSUs; Dr. Ho and Ms. Weatherman each held 8,558 unvested RSUs; and Dr. Coric held 10,798 unvested RSUs. |

  45. Director Compensation for 2025

    | (3) Mr. Fernandez’s service ended on August 13, 2025. Dr. Coric, Dr. Ho and Ms. Weatherman were each determined by our Board to be independent and began to receive remuneration for their services on April 8, 2025, July 17, 2025 and July 17, 2025, respectively. |

  46. Director Compensation for 2025

    | (4) Dr. De Souza will end his Board service on the date of the Annual Meeting. |

  47. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We have agreed to indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts on an after tax basis: any director or officer, any person who is or was serving at our request as a director, officer, employee, member, partner, tax matters partner, agent, fiduciary or trustee of another person, and any person the Board in its sole discretion designates as an indemnitee. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct, subject to the limitations set forth in the following paragraph. We have also agreed to provide this indemnification for criminal proceedings, subject to the limitations set forth in the following paragraph. Any indemnification under these provisions will only be out of our assets. The U.K. Companies Act renders void an indemnity for a director against any liability that would otherwise attach to that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director. Furthermore, any provision that purports to oblige a company to indemnify (directly or indirectly) a director of that company or an associated company from any liability that would otherwise attach to that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void other than with respect to certain permitted indemnity obligations in connection with the provision of insurances, qualifying third party indemnities and qualifying pension scheme indemnities. We may also purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against such liabilities.

  48. Indemnification of Directors and Officers

    | Royalty Pharma | 2026 Proxy Statement | 46 |

  49. Indemnification of Directors and Officers

    | Proposal 2 VOTE ON A NON-BINDING ADVISORY BASIS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |

  50. Indemnification of Directors and Officers

    | The Board recommends that shareholders vote “FOR” the approval of named executive officer compensation. |

  51. Indemnification of Directors and Officers

    In accordance with Section 14A of the Exchange Act, we are asking shareholders to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. We encourage shareholders to read carefully the “Compensation Discussion and Analysis” section of this Proxy Statement (below), which explains in more detail our executive compensation philosophy, policies and practices as well as the Summary Compensation Table for the year ended December 31, 2025, and other related compensation tables and accompanying narrative discussions, which together provide detailed information about the compensation of our named executive officers. While this advisory vote is non-binding, our Board and Management Development and Compensation Committee value the opinions of our shareholders and will carefully consider the outcome of this vote. Our Management Development and Compensation Committee believes that the policies and procedures articulated in the “Compensation Discussion and Analysis” section of this Proxy Statement are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement help position us for long-term success. We currently hold advisory votes on the compensation of our named executive officers on an annual basis. For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. This non-binding vote is not meant to address any particular element of our executives’ compensation arrangements. Our Board believes that approving named executive officer compensation is advisable and in the best interests of Royalty Pharma and our shareholders.

  52. Indemnification of Directors and Officers

    | Royalty Pharma | 2026 Proxy Statement | 47 |

  53. Compensation Philosophy and Objectives

    | • | to align the interests of our named executive officers with the long-term interests of our shareholders and the creation of sustainable value; and |

  54. Compensation Philosophy and Objectives

    | • | to attract, motivate and retain exceptional talent critical to Royalty Pharma’s long-term success. |

  55. Compensation Philosophy and Objectives

    We seek to achieve a strong relationship between performance and compensation by emphasizing long-term, variable and at-risk compensation that rewards the achievement of our strategic objectives and sustained shareholder value creation. Our executive incentive structure is delivered through Equity Performance Awards, which are tied to investment performance. In addition, through the Internalization Shares, which vest over five to nine years from the closing of the Internalization, the interests of our named executive officers are directly linked to long-term share price appreciation and the interests of our shareholders. Our compensation philosophy emphasizes alignment with shareholders through meaningful equity ownership, multi-year vesting requirements that promote long-term decision-making and equity-based incentives that link executive wealth to long-term share price performance. We believe this alignment has been an important contributor to our growth and long-term performance. We provide competitive total compensation opportunities that emphasize long-term incentives and are designed to enable us to compete effectively for talent across global biopharmaceutical companies and capital allocators, retain highly qualified executives and reward sustained performance. Additional details regarding the components of executive compensation are described below under “Elements of Compensation.”

  56. Equity Performance Awards

    | • | Meaningful Component of Pay: Equity Performance Awards, which are long-term, variable and performance-based, constitute the largest portion of our named executive officers’ incentives. |

  57. Equity Performance Awards

    | • | Delivered in Shares: Equity Performance Awards are paid in our Class A ordinary shares, which further aligns executive equity awards with long-term shareholder returns. |

  58. Annual Bonus

    Annual Bonus In 2025 and 2024, none of our named executive officers received an annual cash bonus because they were entitled to profits of our former external manager. Prior to 2024, each of our named executive officers other than Mr. Legorreta participated in our former external manager’s annual cash bonus program, pursuant to which annual cash bonus amounts were determined by our former external manager.

  59. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, the Management Development and Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant. The Management Development and Compensation Committee considers the advice and analysis provided by Semler Brossy in connection with its deliberations regarding executive compensation matters and retains sole authority to retain or terminate its compensation consultant and to approve the terms of engagement, including fees. Services provided by Semler Brossy to the Management Development and Compensation Committee during 2025 included: advising on executive compensation arrangements in connection with the Internalization, as well as providing market insights and perspectives on other executive compensation matters. Semler Brossy did not provide any other services to Royalty Pharma during 2025. The Management Development and Compensation Committee has determined Semler Brossy is independent from management and that its engagement did not present any conflicts of interest. From time to time, the Management Development and Compensation Committee may engage additional independent consultants or advisors in connection with its compensation oversight responsibilities.

  60. Biopharmaceutical and Capital Allocator Peer Groups

    Biopharmaceutical and Capital Allocator Peer Groups Our business is at the intersection of the biopharmaceutical and capital allocation sectors. While our investments in biopharmaceutical royalties share characteristics with alternative investment strategies employed by capital allocators, our unique model also requires deep biopharmaceutical industry expertise. The Management Development and Compensation Committee identified a peer group designed to reflect the combined influence of these two industries on our approach to talent management. Given the high-margin nature of our business, the peer group was established using profitability as the core sizing metric.

  61. Biopharmaceutical and Capital Allocator Peer Groups

    | Biopharmaceutical Peer Group (13) | | | | | • Eli Lilly (LLY) • Johnson&Johnson (JNJ) • Merck & Co. (MRK) • Pfizer (PFE) | • AbbVie (ABBV) • Bristol-Myers Squibb (BMY) • Amgen (AMGN) • Gilead (GILD) | • Biogen (BIIB) • Vertex Pharmaceuticals (VRTX) • Incyte (INCY) • Regeneron (REGN) | • BioMarin (BMRN) |

  62. Biopharmaceutical and Capital Allocator Peer Groups

    | Capital Allocator Peer Group (7) | | | | | • Blackstone (BX) • TPG (TPG) | • Carlyle (CG) • KKR (KKR) | • Apollo (APO) • Blue Owl (OWL) | • Ares (ARES) |

  63. Biopharmaceutical and Capital Allocator Peer Groups

    In 2025, as part of its annual review of the compensation peer group, the Management Development and Compensation Committee added TPG Inc., KKR & Co. Inc. and Blue Owl Capital Inc. to its Capital Allocator Peer Group, each of which is a publicly traded capital allocator that the Management Development and Compensation Committee believes are more closely aligned with our business model. The Management Development and Compensation Committee also removed from the Capital Allocator Peer Group, Lazard Ltd. and Jefferies Financial Group Inc., which are primarily focused on investment banking and capital markets activities, Invesco Ltd. and T. Rowe Price Group, Inc., which are traditional public markets asset managers, and Affiliated Managers Group, Inc., whose business model differs meaningfully from ours. The Management Development and Compensation Committee will continue to review the composition of the peer group periodically to ensure that it remains aligned with our size, complexity, strategy and competitive positioning.

  64. Biopharmaceutical and Capital Allocator Peer Groups

    | Royalty Pharma | 2026 Proxy Statement | 54 |

  65. 2025 Equity Incentive Plan

    2025 Equity Incentive Plan In connection with the Internalization and to facilitate the implementation of an equity-based incentive compensation program for eligible employees and other service providers, including our named executive officers, we adopted the 2025 EIP, which was approved by our shareholders at our 2025 Annual General Meeting. None of the individuals serving as our named executive officers for the fiscal year ended December 31, 2025 received any equity-based awards under the 2025 EIP during 2025; however, they are eligible to participate in the 2025 EIP. The 2025 EIP provides for grants of options, share appreciation rights, restricted shares, restricted share units, performance awards and other share-based and cash-based awards equity awards to eligible employees, consultants and other individual service providers (other than our non-employee directors who are eligible to receive grants under the Director Plan). The basis of participation in the 2025 EIP is the Management Development and Compensation Committee’s decision, in its sole discretion. The number of Class A ordinary shares under the 2025 EIP authorized for future issuance is equal to a maximum of 2,000,000 Class A ordinary shares (subject to adjustment in the event of certain corporate events as described in the 2025 EIP). If any award granted under the 2025 EIP is cancelled, expires, terminates, or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Class A ordinary shares, then such Class A ordinary shares covered by the award will again be available for issuance under the 2025 EIP, including Class A ordinary shares withheld in payment of taxes related to any award granted under the 2025 Plan and Class A ordinary shares tendered or withheld in payment of an exercise or purchase price with respect to options granted under the 2025 Plan. Unless earlier terminated or the maximum number of shares available for issuance under the 2025 EIP have been issued, the 2025 EIP shall terminate on the tenth anniversary of May 12, 2025 in accordance with its terms.

  66. Equity Grant Timing Practices

    Equity Grant Timing Practices It is our practice to grant substantially all annual equity awards on pre-established dates, which are scheduled by the Management Development and Compensation Committee well in advance, typically more than one year prior to the applicable grant date. The Management Development and Compensation Committee approves the issuance of all equity awards for our named executive officers. We do not grant equity awards in anticipation of, or in connection with, the release of material, non-public information, nor do we time the release of material, non-public information to affect the value of equity awards. The Management Development and Compensation Committee also does not take material, non-public information into account when determining the timing, terms or size of equity awards. These practices are intended to reinforce our integrity and align executive compensation with long-term shareholder value creation.

  67. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation awarded to, earned by or paid to each of our named executive officers for the fiscal year ended December 31, 2025, as well as for the prior two fiscal years during which such individuals served as named executive officers. As described above, on May 16, 2025, we completed the Internalization and evolved from an externally managed structure into an integrated company with our named executive officers becoming our employees. Prior to the Internalization, our former external manager managed our business, sourced and evaluated royalty acquisitions and employed our named executive officers. Our named executive officers were compensated by our former external manager through cash base salary, cash bonus or profits of our former external manager and we did not reimburse our former external manager for this compensation or participate in compensation decisions. Additionally, our named executive officers received Equity Performance Awards allocated by Mr. Legorreta. Prior to 2024, Mr. Legorreta was the sole owner of our former external manager and entitled to all of its profits, which consisted of the management fee from Royalty Pharma less our former external manager’s expenses, including employee compensation and other operating costs. In early 2024, to institutionalize management and establish a framework for long-term succession and management continuity, certain members of management, including our named executive officers (other than Mr. Legorreta), were granted equity interests in our former external manager and became entitled to participate in its profits. The profits of our former external manager are reflected in the table below entitled “Profits of Our Former External Manager.” Following the Internalization, our named executive officers became our employees, and their cash base salary is determined by the Management Development and Compensation Committee, while the allocation of Equity Performance Awards is determined by Mr. Legorreta following consultation with the Management Development and Compensation Committee.

  68. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Pablo Legorreta Chief Executive Officer | 2025 | 937,500 | — | — | — | 937,500 | | | 2024 | See below under “Profits of our Former External Manager” | | | | | | | 2023 | | | | | | | Terrance Coyne Executive Vice President & Chief Financial Officer | 2025 | 1,323,000 | — | — | — | 1,323,000 | | | 2024 | 1,260,000 | — | — | — | 1,260,000 | | | 2023 | 1,200,000 | 3,360,000 | — | — | 4,560,000 | | Christopher Hite Executive Vice President & Vice Chairman | 2025 | 1,323,000 | — | — | — | 1,323,000 | | | 2024 | 1,260,000 | — | — | — | 1,260,000 | | | 2023 | 1,200,000 | 3,360,000 | — | — | 4,560,000 | | George Lloyd(5) Senior Advisor; former Executive Vice President, Chief Legal Officer & Investments | 2025 | 1,323,000 | — | — | — | 1,323,000 | | | 2024 | 1,260,000 | — | — | — | 1,260,000 | | | 2023 | 1,200,000 | 3,360,000 | — | — | 4,560,000 | | Marshall Urist, M.D., Ph.D. Executive Vice President, Research & Investments | 2025 | 1,323,000 | — | — | — | 1,323,000 | | | 2024 | 1,260,000 | — | — | — | 1,260,000 | | | 2023 | 1,200,000 | 3,360,000 | — | — | 4,560,000 |

  69. Summary Compensation Table

    | (1) For 2025, reflects cash base salary paid by us to each named executive officer for services performed following the consummation of the Internalization and cash base salary paid by our former external manager to each named executive officer for services performed prior to the Internalization, other than Mr. Legorreta, who did not receive employee compensation prior to the Internalization. For 2024 and 2023, reflects cash base salary paid by our former external manager to each named executive officer for services performed, other than Mr. Legorreta, who did not receive employee compensation. As result of their ownership interests in our former external manager, each named executive officer received a share of the profits of our former external manager prior to the Internalization as described in more detail under “Profits of Our Former External Manager” below. |

  70. Summary Compensation Table

    | (2) For 2023, reflects discretionary annual cash bonuses paid by our former external manager. |

  71. Summary Compensation Table

    | (3) Neither the Company nor our former external manager granted any share awards to any of our named executive officers in 2025, 2024 or 2023. In 2024, each of our named executive officers received Equity Performance Awards. Each Equity Performance Award amounts to an allocation in the Net Economic Profits to be realized on royalties acquired by RPH as described in “Compensation Discussion and Analysis” above. We consider these awards to have a fair |

  72. Summary Compensation Table

    | Royalty Pharma | 2026 Proxy Statement | 59 |

  73. Summary Compensation Table

    value on the grant date of zero and consequently we have not included any amount of compensation for awards granted in this Summary Compensation Table disclosure. The actual amount realized by our named executive officers in respect of the Equity Performance Awards upon settlement is reported in the Options Exercised and Stock Vested Table for the year of settlement of such awards below. For additional details regarding Equity Performance Awards, see “Equity Performance Awards” above.

  74. Summary Compensation Table

    | (4) In 2024, each of our named executive officers other than Mr. Legorreta were granted equity interests in our former external manager, which entitled the holder to certain profits of our former external manager. We considered these equity interest to have a fair value on the grant date of zero and consequently we have not included any amount of compensation for these equity interests in this Summary Compensation Table disclosure. See “Profits of Our Former External Manager” below. |

  75. Summary Compensation Table

    | (5) Effective December 31, 2025, Mr. Lloyd transitioned from his role as Executive Vice President, Investments & Chief Legal Officer to Senior Advisor and Mr. Lloyd ceased serving as a named executive officer. |

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards We did not make any grants of cash incentive plan awards in 2025, 2024 or 2023. No share awards were granted to our named executive officers in 2025, 2024 or 2023, except for the grant of Equity Performance Awards in 2024, 2022 and 2020 and the grant of Class B Units of our former external manager to our named executive officers other than Mr. Legorreta in 2024. These awards are considered to have a fair value of zero as of the date of grant.

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on outstanding equity awards held by each of our named executive officers as of December 31, 2025. In order to fully reflect the outstanding “at-risk” equity held by our named executive officers, the below also reflects the Internalization Shares held by each of our named executive officers as of December 31, 2025.

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Internalization Shares | | Equity Performance Awards | | Name | Number of Internalization Shares that have not vested (#)(1) | Market Value of Securities Underlying Outstanding Internalization Shares(2) ($) | Market Value of Securities Underlying Outstanding Equity Performance Awards(3) ($) | | Pablo Legorreta | 11,798,458 | 455,892,417 | 454,022,128 | | Terrance Coyne | 1,610,300 | 62,221,992 | 88,285,700 | | Christopher Hite | 1,108,137 | 42,818,414 | 88,285,700 | | George Lloyd(4) | 1,731,485 | 66,904,580 | 88,285,700 | | Marshall Urist, M.D., Ph.D. | 1,212,135 | 46,836,896 | 77,062,485 |

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Represents unvested Internalization Shares as of December 31, 2025. Internalization Shares vest in installments over a 5-year or 9-year period from the date of the Internalization according to their vesting schedule. |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Calculated by multiplying the number of unvested Internalization Shares held by the named executive officer by the closing price of our Class A ordinary shares on December 31, 2025, which was $38.64 per share. |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Represents an estimate of the aggregate net present value as of December 31, 2025 of each named executive officer’s Equity Performance Awards as described under “Equity Performance Awards.” |

  82. Outstanding Equity Awards at 2025 Fiscal Year-End

    | For illustrative purposes, if Equity Performance Awards had become payable and were settled as of December 31, 2025, the aggregate number of Class A ordinary shares that would have been delivered to each named executive officers would have been as follows: for Mr. Legorreta, 11,750,055 shares; for Mr. Coyne, 2,284,827 shares; for Mr. Hite, 2,284,827 shares; for Mr. Lloyd, 2,284,827 shares; and for Dr. Urist, 1,994,371 shares. |

  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    | The actual number of shares acquired on vesting by our named executive officers upon settlement of the Equity Performance Awards will be reported in the Options Exercised and Shares Vested Table for the year of settlement of such awards. For additional details regarding Equity Performance Awards, see “Equity Performance Awards” above. |

  84. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Effective December 31, 2025, Mr. Lloyd transitioned from his role as Executive Vice President, Investments & Chief Legal Officer to Senior Advisor and Mr. Lloyd ceased serving as a named executive officer. |

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Royalty Pharma | 2026 Proxy Statement | 61 |

  86. Option Exercises and Shares Vested in 2025

    Option Exercises and Shares Vested in 2025 The table below reflects the Internalization Shares and Equity Performance Awards that vested during the year ended December 31, 2025.

  87. Option Exercises and Shares Vested in 2025

    | | Internalization Shares | | Equity Performance Awards | | | Name and Principal Position | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Pablo Legorreta | 1,558,284 | 56,975,315(3) | 346,812 | 11,835,131 | | Terrance Coyne | 196,977 | 7,093,559 | 58,510 | 1,996,689 | | Christopher Hite | 130,652 | 4,668,527 | 58,510 | 1,996,689 | | George Lloyd(4) | 212,986 | 7,678,893 | 58,510 | 1,996,689 | | Marshall Urist, M.D., Ph.D. | 144,393 | 5,170,937 | 43,882 | 1,497,500 |

  88. Option Exercises and Shares Vested in 2025

    | (1) Calculated by multiplying the number of Internalization Shares that vested on each vesting date in 2025 by the closing price of our Class A ordinary shares on that date. The value realized amounts are calculated in accordance with the rules and regulations of the SEC and may not reflect the amounts ultimately realized by the named executive officer. In 2025, each of our named executive officers also received an allocable portion of the cash consideration delivered in connection with the Internalization based on their ownership interest in our former external manager, as described under “Certain Relationships and Related Party Transactions—Internalization.” |

  89. Option Exercises and Shares Vested in 2025

    | (2) Equity Performance Awards are earned only upon the achievement of rigorous, multi-year performance thresholds. The amounts reflected in the table above represent the realization of Equity Performance Awards attributable to investments made multiple years in advance of 2025. The Equity Performance Awards were settled in the form of Class A ordinary shares (as set forth in the table above) and in cash in order to cover applicable income tax obligations incurred by the named executive officers in connection therewith. The value of the shares delivered upon settlement of the Equity Performance Awards during 2025 is reflected in the table above and was calculated by multiplying the number of Class A ordinary shares acquired on each settlement date in 2025 by the closing price of our Class A ordinary shares on that date. The value of the portion of the Equity Performance Awards that was settled in cash to cover income tax obligations incurred by the named executive officers (which is not reflected in the table above) is as follows: $20,191,366 for Mr. Legorreta; $3,406,287 for Mr. Coyne, $3,406,288 for Mr. Hite and Mr. Lloyd; and $2,554,792 for Dr. Urist. The value realized amounts are calculated in accordance with the rules and regulations of the SEC and may not reflect the amounts ultimately realized by the named executive officer. For additional details regarding Equity Performance Awards, see “Equity Performance Awards” above. |

  90. Option Exercises and Shares Vested in 2025

    | (3) Mr. Legorreta is shown as having realized $56,976,315 in value as a result of the vesting of a portion of the Internalization Shares. As described under “Certain Relationships and Related Party Transactions—Internalization,” the Internalization Shares issued to Mr. Legorreta were in exchange for fully vested equity he previously owned as the founder of our former external manager. Mr. Legorreta agreed that his Internalization Shares would be subject to vesting over five years to show his commitment to Royalty Pharma, to enhance the partnership culture at Royalty Pharma and to further align with long-term shareholder returns. The vesting of Mr. Legorreta’s Internalization Shares are shown in the table above even though they were received in exchange for fully vested equity in our former external manager. |

  91. Option Exercises and Shares Vested in 2025

    | (4) Effective December 31, 2025, Mr. Lloyd transitioned from his role as Executive Vice President, Investments & Chief Legal Officer to Senior Advisor and Mr. Lloyd ceased serving as a named executive officer. |

  92. Pension Benefits

    Pension Benefits We do not provide pension benefits to our named executive officers.

  93. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified defined contribution or deferred compensation plans for our named executive officers.

  94. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our named executive officers are not entitled to any additional payments or benefits upon termination of employment, change in control, retirement, death or disability, except as described below with respect to Equity Performance Awards and the severance provisions in their employment offer letters entered into in connection with the Internalization.

  95. Tax and Accounting Considerations

    | CEO PAY RATIO |

  96. CEO PAY RATIO

    CEO PAY RATIO We are providing the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all our employees (excluding the CEO) as required by Item 402(u) of Regulation S-K. We selected December 31, 2025 as the determination date for identifying our median employee. Our methodology for identifying the median employee included the following steps:

  97. CEO PAY RATIO

    | • | We included all employees (excluding our CEO) who were employed on December 31, 2025, regardless of location. |

  98. CEO PAY RATIO

    | • | We used total compensation from our 2025 payroll records as the consistently applied compensation measure. Total compensation generally included an employee’s base salary, bonus and other cash compensation. Consistent with our Summary Compensation Table presentation, we excluded allocations of profits of our former external manager and Equity Performance Awards from this calculation. |

  99. CEO PAY RATIO

    | • | We annualized compensation for our new hires and for those employees on unpaid leave for any period of time during any portion of the year. |

  100. CEO PAY RATIO

    | • | We then sorted the total compensation for each employee (excluding our CEO) from lowest to highest and identified the employee who was paid the median 2025 annual total compensation amount. |

  101. CEO PAY RATIO

    Using this methodology, we identified our median employee, whose 2025 total compensation was $349,893. As disclosed above, our CEO’s 2025 total annualized compensation was $1,500,000. Based on this information, we estimate that our CEO to median employee pay ratio for 2025 was approximately 4 to 1. As SEC rules permit companies to adopt various methodologies, apply certain exclusions and make reasonable estimates and assumptions in calculating their CEO pay ratio, our pay ratio may not be comparable to pay ratios reported by other companies due to differences in industries, business models, employee populations and calculation methodologies. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  102. CEO PAY RATIO

    | Royalty Pharma | 2026 Proxy Statement | 64 |

  103. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table reports the compensation of our CEO who is our principal executive officer and the average compensation of the other named executive officers (“Non-CEO NEOs”) as reported in the “Summary Compensation Table” as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain financial performance measures required by such rules.

  104. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ Millions) | Portfolio Receipts Change (%) | Supplemental Metrics | | | | | | | | TSR ($) | Peer Group TSR ($) | | | SG&A as % of Portfolio Receipts (%) | Adjusted EBITDA Margin (%) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | 937,500 See above under “Profits of our Former External Manager” | 82,508,112 | 1,323,000 | 18,609,896 | 85.11 | 206.25 | 1,324 | 16 | 8.9 | 91.1 | | 2024 | | 191,320,173 | 1,260,000 | 37,989,694 | 57.12 | 169.75 | 1,331 | (8) | 8.4 | 91.6 | | 2023 | | 26,793,427 | 4,560,000 | 11,235,243 | 60.60 | 152.01 | 1,700 | 9 | 8.0 | 92.0 | | 2022 | | 45,763,879 | 4,350,000 | 11,908,830 | 81.84 | 141.19 | 230 | 31 | 8.0 | 92.0 | | 2021 | | 57,044,154 | 3,839,063 | 12,269,171 | 80.98 | 127.61 | 1,241 | 18 | 8.7 | 91.3 |

  105. PAY VERSUS PERFORMANCE

    On May 16, 2025, we completed the Internalization and evolved from an externally managed structure into an integrated company. Our CEO, Mr. Legorreta, and the other named executive officers became our employees. Column (b). Prior to the Internalization, Mr. Legorreta was the sole owner of our former external manager and entitled to all of its profits. See “Profits of our Former External Manager” above for a discussion of the compensation of our CEO, Mr. Legorreta, for the respective years shown and for profits of our former external manager to which Mr. Legorreta was entitled. Amounts shown in column (b) do not include the following profits of our former external manager received by Mr. Legorreta: $43,081,842, $31,190,909, $84,837,077, $93,478,402 and $49,513,461 for 2025, 2024, 2023, 2022 and 2021, respectively. Column (c). “Compensation actually paid” to our CEO reflects the amounts in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. Further, the increase in the dollar amounts between columns (b) and (c) in the table above represents the year-over-year changes in the aggregate net present value (“NPV”) of outstanding Equity Performance Awards. For additional information regarding Equity Performance Awards, see “Equity Performance Awards” above.

  106. PAY VERSUS PERFORMANCE

    | Year | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | SCT Total Compensation | See above under “Profits of our Former External Manager” | | | | 937,500 | | Plus: Year-End NPV of Outstanding Equity Performance Awards Granted in the Covered Year | — | 9,966,920 | — | 24,604,313 | — | | Plus: Change in NPV of Outstanding Equity Performance Awards Granted in Prior Years | | | 30,769,666 | 68,967,377 | 53,611,418 | | Plus: Change in NPV of Equity Performance Awards Granted in Prior Years which Became Payable in the Covered Year | 57,044,154 | 35,796,959 | (3,976,239) | 97,748,483 | 27,959,194 | | Less: Prior Year NPV of Equity Performance Awards Forfeited in the Covered Year | — | — | — | — | — | | Compensation Actually Paid | 57,044,154 | 45,763,879 | 26,793,427 | 191,320,173 | 82,508,112 |

  107. PAY VERSUS PERFORMANCE

    As we consider Equity Performance Awards to have a fair value of zero as of the date of grant, no adjustments were necessary to deduct the grant date fair value of Equity Performance Awards from the Total Compensation reported in the Summary Compensation Table for any applicable year. There were no Equity Performance Awards which were granted and became payable in the same year and no dividends or other earnings paid on Equity Performance Awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. In addition, as our CEO does not receive pension benefits, no adjustments were required with respect thereto.

  108. PAY VERSUS PERFORMANCE

    | Royalty Pharma | 2026 Proxy Statement | 65 |

  109. PAY VERSUS PERFORMANCE

    Column (d). The following Non-CEO named executive officers are included in the average figures shown: 2021, 2022, 2023, 2024 and 2025: Terrance Coyne, Christopher Hite, George Lloyd and Marshall Urist, M.D., Ph.D. Effective December 31, 2025, Mr. Lloyd transitioned from his role as Executive Vice President, Investments & Chief Legal Officer to Senior Advisor. See “Profits of our Former External Manager” above for profits of our former external manager received by our Non-CEO NEOs in each year. The amounts shown in column (d) do not include profits of our former external manager of $1,782,183, $1,260,000, $1,200,000, $1,150,000 and $1,050,000 for 2025, 2024, 2023, 2022 and 2021, respectively. Column (e). Average “compensation actually paid” for our Non-CEO NEOs reflects the amounts in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. See “Profits of our Former External Manager” above for profits of former external manager received by each of our Non-CEO NEOs. Amounts shown in column (e) do not include profits of our former external manager of $1,782,183, $1,260,000, $1,200,000, $1,150,000 and $1,050,000 for 2025, 2024, 2023, 2022 and 2021, respectively. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our Non-CEO NEOs during the applicable year. Further, the increase in the dollar amounts between columns (d) and (e) in the table above represents the year over year changes in the average salaries, bonuses, aggregate net present value (“NPV”) of Equity Performance Awards. For additional information regarding Equity Performance Awards, see “Equity Performance Awards” above.

  110. PAY VERSUS PERFORMANCE

    | Year | 2021 Average ($) | 2022 Average ($) | 2023 Average ($) | 2024 Average ($) | 2025 Average ($) | | SCT Total Compensation | 3,839,063 | 4,350,000 | 4,560,000 | 1,260,000 | 1,323,000 | | Plus: Year-End NPV of Outstanding Equity Performance Awards Granted in the Covered Year | — | 1,878,336 | — | 5,976,000 | — | | Plus: Change in NPV of Outstanding Equity Performance Awards Granted in Prior Years | | — | 7,379,979 | 15,293,685 | 12,864,839 | | Plus: Change in NPV of Equity Performance Awards Granted in Prior Years which Became Payable in the Covered Year | 8,430,108 | 5,680,494 | (704,736) | 15,460,009 | 4,422,057 | | Less: Prior Year NPV of Equity Performance Awards Forfeited in the Covered Year | — | — | — | — | — | | Compensation Actually Paid | 12,269,171 | 11,908,830 | 11,235,243 | 37,989,694 | 18,609,896 |

  111. PAY VERSUS PERFORMANCE

    The same adjustment methodology and assumptions described above for the CEO apply to Non-CEO NEOs. Column (f). Represents our cumulative total shareholder return (“TSR”) for the measurement periods beginning on the first trading day of 2021 and ending on December 31 of each respective year. Column (g). Represents the cumulative TSR of our Biopharmaceutical and Capital Allocator Peer Groups as described above in “Compensation Discussion and Analysis” for the measurement periods beginning on the first trading day of 2021 and ending on December 31 of each respective year. The peer group used in the prior year included our Biopharmaceutical Peer Group as well as Blackstone (BX), Apollo (APO), Jefferies (JEF), T. Rowe Price (TROW), Ares (ARES), Affiliated Managers Group (AMG), Carlyle (CG), Invesco (IVZ) and Lazard (LAZ) (which comprised our prior year Capital Allocator Peer Group) and the total TSR for 2021, 2022, 2023, 2024 and 2025, based on the value of an initial fixed investment of $100 was $127.22, $140.50, $149.97, $166.01 and $202.81, respectively. The peer group change was made for the disclosure in this year’s proxy statement because we believe that the compensation peer group provides a more accurate benchmark for performance compared to the previously used peer group. Column (h). Reflects “Consolidated Net Income” in our Consolidated Statements of Operations included in our Annual Report on Form 10-K. As the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, our revenue is comprised mostly of income from royalty assets. Consequently, we did not use net income as a performance measure because we classify most royalty assets that we acquire as financial assets that are measured at amortized cost using the prospective effective interest method which can be volatile and unpredictable. We do not believe the relationship between our net income and compensation actually paid to our NEOs during the periods presented is a key metric for our investors. Column (i). Our Company-selected Measure is Portfolio Receipts Change which is described below. Columns (j) and (k). We have also presented two additional financial measures—SG&A as % of Portfolio Receipts and Adjusted EBITDA Margin because they illustrate how compensation actually paid to our NEOs results in much lower SG&A versus our peers. Refer to the section “Appendix A— Reconciliations of Non-GAAP Measures” of this Proxy Statement for reconciliations of non-GAAP measures to their corresponding GAAP measure.

  112. PAY VERSUS PERFORMANCE

    | Royalty Pharma | 2026 Proxy Statement | 66 |

  113. PAY VERSUS PERFORMANCE

    Portfolio Receipts Change was chosen from the following four most important financial measures used by our Management Development and Compensation Committee to compare compensation actually paid to the CEO and Non-CEO NEOs to our performance. The other measures in this table are not ranked. Portfolio Receipts Change and the other financial measures listed in the chart below reflect the financial measures utilized by, and reflect the decision of our Management Development and Compensation Committee.

  114. PAY VERSUS PERFORMANCE

    | Measure | Explanation | | Portfolio Receipts Change | Portfolio Receipts is defined as the sum of royalty receipts and milestones and other contractual receipts. Royalty receipts include variable payments based on sales of products, net of contractual payments to the legacy non-controlling interests, that are attributed to us (“Royalty Receipts”). Milestones and other contractual receipts include sales-based or regulatory milestone payments and other fixed contractual receipts, net of contractual payments to legacy non-controlling interests, that are attributed to us. Portfolio Receipts does not include proceeds from equity securities or proceeds from purchases and sales of marketable securities, both of which are not central to our fundamental business strategy. | | Portfolio Receipts | Portfolio Receipts is calculated as the sum of the following line items from our GAAP consolidated statements of cash flows: Cash collections from financial royalty assets, Cash collections from intangible royalty assets, Other royalty cash collections, Proceeds from available for sale debt securities and Distributions from equity method investees less Distributions to legacy non-controlling interests—Portfolio Receipts, which represent contractual distributions of Royalty Receipts and milestones and other contractual receipts to the legacy investors. | | Adjusted EBITDA | A non-GAAP liquidity measure comprised of Portfolio Receipts less payments for operating and professional costs. | | Portfolio Cash Flow | A non-GAAP liquidity measure comprised of Adjusted EBITDA less net interest paid/received. | | SG&A as % of Portfolio Receipts | Payments for operating and professional costs as a percentage of Portfolio Receipts. | | Adjusted EBITDA Margin | Adjusted EBITDA as a percentage of Portfolio Receipts. |

  115. PAY VERSUS PERFORMANCE

    See our Annual Report on Form 10-K for additional discussion on Portfolio Receipts, Adjusted EBITDA and Portfolio Cash Flow. In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on our elements of compensation and the compensation philosophy.

  116. PAY VERSUS PERFORMANCE

    | Royalty Pharma | 2026 Proxy Statement | 67 |

  117. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The relationships described below must be understood in the context of our Internalization, which changed our compensation oversight and structure. Prior to the Internalization, our named executive officers were employed and compensated by our former external manager, rather than by Royalty Pharma. Our named executive officers were also entitled to a share of the profits of our former external manager that are described above. The Management Development and Compensation Committee did not set executive compensation prior to the Internalization. Following the Internalization, our named executive officers became employees and the Management Development and Compensation Committee has oversight over executive compensation. Additionally, our compensation philosophy emphasizes long-term performance and value creation. Accordingly, we do not seek to align “compensation actually paid” as calculated under SEC rules for a specific year with single-year performance metrics. The year-over-year changes in “compensation actually paid” primarily reflect fluctuations in the net present value of Equity Performance Awards, rather than annual compensation decisions. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  118. Relationship Between Compensation Actually Paid and Performance Measures

    | Period | Compensation Actually Paid to CEO(1) (%) | Average Compensation Actually Paid to Non-CEO NEOs(1) (%) | TSR (%) | Peer Group TSR (%) | Change in Net Income (%) | Change in Portfolio Receipts (%) | | 2024 to 2025 | (56.9) | (51.0) | 49.0 | 21.5 | (0.5) | 16 | | 2023 to 2024 | 614.1 | 238.1 | (5.7) | 11.7 | (21.7) | (8) | | 2022 to 2023 | (41.5) | (5.7) | (26.0) | 7.7 | 639 | 9 | | 2021 to 2022 | (19.8) | (2.9) | 1.1 | 10.6 | (81.5) | 31 | | 2020 to 2021 | 10.7 | 0.1 | (19.0) | 27.6 | (27.1) | 18 |

  119. Relationship Between Compensation Actually Paid and Performance Measures

    | (1) Amounts shown do not reflect year-over-year changes in the amount of profits of our former external manager to which Mr. Legorreta or our Non-CEO NEOs were entitled prior to the Internalization. |

  120. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to Our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and Our TSR. From 2024 to 2025, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 56.9% and 51.0%, respectively, compared to a 49.0% increase in our TSR over the same time period. From 2023 to 2024, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 614.1% and 238.1%, respectively, compared to a 5.7% decrease in our TSR over the same time period. From 2022 to 2023, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 41.5% and 5.7%, respectively, compared to a 26.0% decrease in our TSR over the same time period. From 2021 to 2022, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 19.8% and 2.9%, respectively, compared to a 1.1% increase in our TSR over the same time period. From 2020 to 2021, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 10.7% and 0.1%, respectively, compared to a 19.0% decrease in our TSR over the same time period. |

  121. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to Our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and Our Consolidated Net Income. From 2024 to 2025, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 56.9% and 51.0%, respectively, compared to a 0.5% decrease in our Consolidated Net Income over the same time period. From 2023 to 2024, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 614.1% and 238.1%, respectively, compared to a 21.7% decrease in our Consolidated Net Income over the same time period. From 2022 to 2023, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 41.5% and 5.7%, respectively, compared to a 639% increase in our Consolidated Net Income over the same time period. From 2021 to 2022, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 19.8% and 2.9%, respectively, compared to a 81.5% decrease in our Consolidated Net Income over the same time period. From 2020 to 2021, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 10.7% and 0.1%, respectively, compared to a 27.1% decrease in our Consolidated Net Income over the same time period. In addition to analyzing our results on a GAAP basis, management also reviews our key performance metric, Portfolio Receipts, which represents our ability to generate cash from our portfolio investments, the primary source of capital that we can deploy to make new portfolio investments. See “—Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and our Portfolio Receipts Change.” |

  122. Relationship Between Compensation Actually Paid and Performance Measures

    | Royalty Pharma | 2026 Proxy Statement | 68 |

  123. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and our Portfolio Receipts Change. From 2024 to 2025, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 56.9% and 51.0%, respectively, compared to a 16% increase in our Portfolio Receipts over the same time period. From 2023 to 2024, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 614.1% and 238.1%, respectively, compared to an 8% decrease in our Portfolio Receipts over the same time period. From 2022 to 2023, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 41.5% and 5.7%, respectively, compared to a 9% increase in our Portfolio Receipts over the same time period. From 2021 to 2022, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 19.8% and 2.9%, respectively, compared to a 31% increase in our Portfolio Receipts over the same time period. From 2020 to 2021, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 10.7% and 0.1%, respectively, compared to a 18% increase in our Portfolio Receipts over the same time period. |

  124. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between our TSR and our Biopharmaceutical Peer and Capital Allocator Comparator Peer Group TSR. The TSR and our Biopharmaceutical Peer and Capital Allocator Comparator Peer Group (described above in “Compensation Discussion and Analysis”) increased by 21.5% from 2024 to 2025 as compared to our TSR, which increased by 49.0% over the same time period. The TSR and our Biopharmaceutical Peer and Capital Allocator Comparator Peer Group (described above in “Compensation Discussion and Analysis”) increased by 11.7% from 2023 to 2024 as compared to our TSR, which decreased by 5.7% over the same time period. The TSR and our Biopharmaceutical Peer and Comparator Peer Group increased by 7.7% from 2022 to 2023 as compared to our TSR, which decreased by 26.0% over the same time period. The TSR and our Biopharmaceutical Peer and Capital Allocator Comparator Peer Group increased by 10.6% from 2021 to 2022 as compared to our TSR, which increased by 1.1% over the same time period. The TSR and our Biopharmaceutical Peer and Capital Allocator Comparator Peer Group increased by 27.6% from 2020 to 2021 as compared to our TSR, which decreased by 19.0% over the same time period. |

  125. Relationship Between Compensation Actually Paid and Performance Measures

    | Royalty Pharma | 2026 Proxy Statement | 69 |

  126. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    Relationship Between Compensation Actually Paid and Supplemental Performance Measures Consistent with our long-term performance focus, we are providing the following supplemental performance measures that reflect our operational efficiency and our performance-driven compensation philosophy.

  127. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | Period | Compensation Actually Paid to CEO(1) (%) | Average Compensation Actually Paid to Non-CEO NEOs(1) (%) | Change in SG&A as % of Portfolio Receipts (%) | Change in Adjusted EBITDA Margin (%) | | 2024 to 2025 | (56.9) | (51.0) | 0.4 | (0.4) | | 2023 to 2024 | 614.1 | 238.1 | 0.5 | (0.5) | | 2022 to 2023 | (41.5) | (5.7) | — | — | | 2021 to 2022 | (19.8) | (2.9) | (0.7) | 0.7 | | 2020 to 2021 | 10.7 | 0.1 | (1.3) | 1.3 |

  128. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | (1) Amounts shown do not reflect year-over-year changes in the amount of profits of our former external manager to which Mr. Legorreta or our Non-CEO NEOs were entitled prior to the Internalization. |

  129. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | • | Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and our SG&A as a % of Portfolio Receipts. From 2024 to 2025, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 56.9% and 51.0%, respectively, compared to 0.4% increase in our SG&A as a % of Portfolio Receipts over the same time period. From 2023 to 2024, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 614.1% and 238.1%, respectively, compared to 0.5% increase in our SG&A as a % of Portfolio Receipts over the same time period. From 2022 to 2023, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 41.5% and 5.7%, respectively, compared to no change in our SG&A as a % of Portfolio Receipts over the same time period. From 2021 to 2022, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 19.8% and 2.9%, respectively, compared to a 0.7% decrease in our SG&A as a % of Portfolio Receipts over the same time period. From 2020 to 2021, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 10.7% and 0.1%, respectively, compared to a 1.3% decrease in our SG&A as a % of Portfolio Receipts over the same time period. |

  130. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | • | Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to the Non-CEO NEOs and our Adjusted EBITDA Margin. From 2024 to 2025, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 56.9% and 51.0%, respectively, compared to a 0.4% decrease in our Adjusted EBITDA Margin over the same time period. From 2023 to 2024, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 614.1% and 238.1%, respectively, compared to a 0.5% decrease in our Adjusted EBITDA Margin over the same time period. From 2022 to 2023, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 41.5% and 5.7%, respectively, compared to no change in our Adjusted EBITDA Margin over the same time period. From 2021 to 2022, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs decreased by 19.8% and 2.9%, respectively, compared to a 0.7% increase in our Adjusted EBITDA Margin over the same time period. From 2020 to 2021, the compensation actually paid to our CEO and the average of the compensation actually paid to the Non-CEO NEOs increased by 10.7% and 0.1%, respectively, compared to a 1.3% increase in our Adjusted EBITDA Margin over the same time period. |

  131. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | Royalty Pharma | 2026 Proxy Statement | 70 |

  132. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | Proposal 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  133. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    | The Board recommends that shareholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |

  134. Relationship Between Compensation Actually Paid and Supplemental Performance Measures

    Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to appoint Ernst & Young LLP, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young LLP, and the quality and candor of Ernst & Young LLP’s communications with the Audit Committee and management. Ernst & Young LLP has served as Royalty Pharma’s independent registered public accounting firm since 2022. Ernst & Young Global Limited’s Irish member firm, Ernst & Young previously served as the independent registered public accounting firm since our IPO and continues to serve as our statutory auditor in the United Kingdom. At the Annual Meeting, our shareholders are being asked to ratify the appointment of Ernst & Young LLP as Royalty Pharma’s independent registered public accounting firm. Although the appointment of Ernst & Young LLP does not require ratification, the Board has directed that the appointment of Ernst & Young LLP be submitted to shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.