Sector: Health Care
ROYALTY PHARMA PLC CLASS A · Meeting: June 4, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
As founder, Chairman, and CEO, Legorreta has deep industry expertise and the TSR underperformance trigger does not fire — RPRX's 3-year return of +43.2% trails the peer group median by only 9.6 percentage points, well below the 50-point threshold required to trigger a vote against at this level of absolute positive return.
Dr. Love has served as Lead Independent Director since July 2020 with extensive biopharma leadership experience; the TSR trigger does not apply as the 3-year peer underperformance gap of 9.6 percentage points is far below the 50-point threshold, and no overboarding, attendance, or independence flags are present — he holds 3 outside public board seats, within the permitted limit.
Dr. Bassler brings deep scientific expertise from Princeton and multiple biopharma boards; the TSR trigger does not fire, no attendance issues were disclosed, and she holds 1 outside public board seat well within limits.
Dr. Coric joined the board in April 2025, which is fewer than 24 months before this meeting, so he is fully exempt from the TSR underperformance trigger; he has relevant biopharma CEO experience and holds 2 outside public board seats within the permitted limit.
Ms. Engelbert is a Certified Public Accountant and former Deloitte CEO who serves as an audit committee financial expert; the TSR trigger does not fire, she holds 1 outside public board seat within limits, and no attendance or independence concerns are disclosed.
Dr. Ho was appointed to the board in July 2025, fewer than 24 months before this meeting, making her fully exempt from the TSR trigger; she brings over 20 years of biopharma clinical development experience and holds 1 outside public board seat.
Mr. Hodgson has served since June 2022 with extensive private equity and healthcare board experience; the TSR trigger does not fire given the 9.6 percentage point peer underperformance is far below the 50-point threshold, and he holds 2 outside public board seats within limits.
Mr. Norden is a former CFO of Wyeth who chairs the Audit Committee and qualifies as an audit committee financial expert; the TSR trigger does not fire, no attendance concerns are disclosed, and he holds 2 outside public board seats within the permitted limit.
Ms. Weatherman was appointed in July 2025, fewer than 24 months before this meeting, making her fully exempt from the TSR trigger; she brings over 30 years of healthcare private equity experience and holds 1 outside public board seat.
All nine director nominees receive a FOR vote. RPRX's 3-year absolute total return of +43.2% is solidly positive, and the 3-year underperformance gap versus the company-disclosed compensation peer group median of 9.6 percentage points falls well below the 50-point threshold required to trigger a vote against directors at this level of positive absolute return. Three newer directors (Coric, Ho, Weatherman) are within the 24-month new-director exemption period. No overboarding, attendance, independence, or qualifications concerns are identified for any nominee.
CEO
Pablo Legorreta
Total Comp
$937,500
Prior Support
92%%
Prior year say-on-pay support was approximately 92%, well above the 70% threshold that would require a response, and the company did respond constructively by internalizing management and establishing formal compensation structures. CEO total compensation as reported in the proxy is $937,500 in base salary (prorated from the May 2025 Internalization closing), which is conservative for a company of this size and complexity, and the compensation structure is heavily weighted toward long-term, performance-linked Equity Performance Awards that vest only when rigorous multi-year investment profitability tests are met — a genuinely performance-conditional structure rather than time-based vesting disguised as performance pay. The company discloses a clawback policy, an independent compensation committee, and robust shareholder engagement, and no individual executive pay levels raise threshold concerns under the policy.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,878,365
Non-Audit Fees
$1,260,645
Non-audit fees (tax fees of $1,254,983 plus other fees of $5,662, totaling approximately $1,260,645) represent roughly 21% of audit fees of $5,878,365, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under policy. Ernst & Young is a Big 4 firm fully appropriate for a company of RPRX's $27.7 billion market cap and complexity.
The 2026 Royalty Pharma annual meeting ballot is straightforward with no significant governance concerns — all nine director nominees receive FOR votes as the TSR underperformance trigger does not fire (3-year peer underperformance of only 9.6 percentage points against a 50-point threshold), the auditor ratification passes cleanly with non-audit fees at only 21% of audit fees, and say-on-pay receives a FOR vote supported by strong prior-year shareholder backing of 92%, a genuinely performance-conditional equity compensation structure, and a conservative base salary level for the CEO. The remaining proposals are routine UK statutory requirements that present no governance concerns.
16 companies disclosed in 2026 proxy filing
