Incyte (INCY) Proxy filing summary

Executive compensation and say-on-pay

• CEO William J. Meury received a one-time sign-on performance share award with a target of 125,000 shares, potentially up to 500,000 shares based on stock price performance over six years.

• Shares vest in four tranches, each requiring significant sustained stock price appreciation, with hurdles set 25% to 41% higher than the previous, and the final hurdle over 2.5 times the grant date price.

• As of May 27, 2026, only the first stock price hurdle had been achieved.

• Performance shares are subject to service vesting, with settlement occurring between the third and sixth anniversaries of the CEO's hiring date.

• The board recommends voting FOR the advisory vote to approve executive compensation, emphasizing the award's alignment with extraordinary performance.

Voting matters and shareholder proposals

• Shareholders are asked to vote on Proposal 2, the Advisory Vote to Approve Executive Compensation, with the board recommending approval.

Board of directors and corporate governance

• The board considers the CEO's compensation structure critical for retention and the execution of the company's next phase of growth.