ROYALTY PHARMA PLC CLASS A (RPRX)
Sector: Health Care
2025 Annual Meeting Analysis
ROYALTY PHARMA PLC CLASS A · Meeting: May 15, 2025
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Three Class II Directors to Serve Until the 2028 Annual Meeting of Stockholders
Sabater has served since 2017 and has relevant private equity and investment banking experience; the company's 3-year stock return of +52.6% outperforms the peer median by +7.4pp, well below the 50pp threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns are present.
Sender brings extensive biopharmaceutical finance experience and serves as Audit Committee Chair and financial expert; the TSR trigger does not apply, attendance was at least 78%, and he serves on two other public boards which does not reach the four-board overboarding threshold.
Szyper has relevant pharmaceutical marketing and commercial operations experience and has served since 2021; the TSR trigger does not apply, no attendance, independence, or overboarding concerns are identified.
All three Class II nominees pass the policy screens — the company's 3-year total return of +52.6% outperforms the disclosed peer group median by +7.4pp, far short of the 50pp underperformance threshold required to trigger a vote against any director, and no individual flags on overboarding, attendance, independence, or qualifications are present.
Say on Pay
✓ FORCEO
Jeffrey Dayno
Total Comp
N/A
Prior Support
97.6%%
CEO Jeffrey Dayno received total compensation of $7,145,170 in 2024, which is within a reasonable range for a CEO at a mid-cap specialty pharmaceutical company given the company's strong revenue growth of 23% and solid stock performance. The compensation program is weighted toward variable pay — base salary of $715,000 represents roughly 10% of total compensation, with the remainder in performance bonuses, stock awards, and option awards, well above the 50-60% variable pay threshold. The prior Say on Pay vote received 97.6% support, and the compensation structure includes a meaningful clawback policy and clear annual performance metrics tied to revenue, clinical, and strategic goals.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$1,470,000
Non-Audit Fees
$1,021,000
Deloitte's non-audit fees in 2024 (audit-related fees of $215,000 plus tax fees of $806,000 plus other fees of $0, totaling $1,021,000) represent approximately 69% of core audit fees ($1,470,000), which exceeds the 50% threshold in our policy. When fees paid for work beyond the core audit grow this large relative to the audit itself, it raises concerns about whether the auditor can remain fully independent from management. Auditor tenure of approximately 8 years and no material restatements are both clean, but the non-audit fee ratio alone triggers a vote against.
Overall Assessment
The 2025 Harmony Biosciences annual meeting presents two of three standard proposals as clear votes — director elections pass all policy screens given strong peer-relative stock performance, and Say on Pay is supported given a performance-driven pay structure with overwhelming prior shareholder approval. However, the auditor ratification vote is against because non-audit fees paid to Deloitte in 2024 totaled approximately 69% of core audit fees, exceeding the policy's 50% independence threshold.
Compensation Peer Group
13 companies disclosed in 2025 proxy filing