Pharming Group Nv · EURONEXT:PHARM
Pharming Group Nv — Shareholder Meeting (May 2024)
80 slides from Pharming Group Nv's shareholder meeting presentation, May 21, 2024
Slide 1: 2024 Annual General Meeting of Shareholders
Pharming Group N.V. 2024 Annual General Meeting of Shareholders May 21, 2024 NASDAQ: PHAR | EURONEXT Amsterdam: PHARM
Slide 2: 1. Opening and announcements
DISCUSSION ITEM AGENDA ITEMS: 1/8 1. Opening and announcements (discussion item)
Slide 3: Leadership: Board of Directors
Leadership: Board of Directors Sijmen de Vries, MD, MBA Richard Peters, MD, PhD Chairman of the Board of Directors, Member Executive Director of the Corporate Governance Committee & the & Chief Executive Officer Transaction Committee Deborah Jorn, MBA Barbara Yanni Vice-Chair of the Board of Directo
Slide 4: Leadership: Executive Committee
Leadership: Executive Committee Sijmen de Vries, MD MBA Jeroen Wakkerman Executive Director & CEO Chief Finance Officer CFO Chief Executive Officer Anurag Relan MD Mireille Sanders MSc Chief Medical Officer CMO Chief Operations Officer COO Ruud van Outersterp Stephen Toor Chief Ethics & Chief Commer
Slide 5: Agenda
Agenda 1. Opening and announcements 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (discussion
Slide 6: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 7: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 8: Introduction
CEO Sijmen de Vries, MD Chief Executive Officer Introduction
Slide 9: Forward-looking statements
Forward-looking statements This presentation may contain forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual resu
Slide 10: Building a leading global rare disease biopharma company
Building a leading global rare disease biopharma company Market RUCONEST® Global approvals and Ongoing pipeline development for acute HAE attacks in key commercialization of and management of rare markets – U.S. focus Joenja® (leniolisib) for APDS disease assets Positive cash flow from RUCONEST® Suc
Slide 11: Pipeline – multiple commercial stage rare disease products
Pipeline – multiple commercial stage rare disease products 11
Slide 12: Pharming’s material ESG topics
Pharming’s material ESG topics ESG Theme Material Topics Environmental Climate change Diversity and Inclusion Employee Engagement Employee training and skills development Social Employee Wellbeing Human rights Access to products and services Patient Safety and Product Quality Animal Welfare Governan
Slide 13: RUCONEST® (rhC1INH): trusted treatment cornerstone for HAE
RUCONEST® (rhC1INH): trusted treatment cornerstone for HAE The only recombinant treatment that targets the root cause of HAE Second most prescribed product by replacing missing or for acute attacks dysfunctional C1-INH Well-tolerated and effective 97%: needed just 1 dose of treatment option for acut
Slide 14: Joenja® U.S. launch: strong commercial execution
Joenja® U.S. launch: strong commercial execution Strong commercial execution 12 months into U.S. launch Continue to enroll and add patients 83 patients on paid therapy at end 1Q24, with 5 additional enrollments pending authorization >50 diagnosed patients (12+) not yet enrolled and >50 pediatric FY2
Slide 15: Joenja® (leniolisib) franchise – multi-year growth potential
Joenja® (leniolisib) franchise – multi-year growth potential Leniolisib for Primary Leniolisib (APDS) Immunodeficiencies Joenja® U.S. (APDS) (PIDs) • Marketed (12+) • Global expansion / • Phase II POC trial in regulatory reviews PIDs with immune Joenja® U.S. and Europe / RoW • Found >220 of dysregul
Slide 16: Joenja® (leniolisib)
CMO Anurag Relan, MD Chief Medical Officer Joenja® (leniolisib)
Slide 17: U.S. launch of Joenja®: a much-needed treatment for APDS patients
U.S. launch of Joenja®: a much-needed treatment for APDS patients and another achievement for Pharming Joenja® (leniolisib) is a prescription There were no drug-related serious adverse medicine that is used to treat events or study withdrawals in Joenja® trials activated phosphoinositide 3-kinase de
Slide 18: Hiding in plain sight: Patient finding strategy
Hiding in plain sight: Patient finding strategy Medical education to raise awareness of APDS Genetic testing VUS resolution and share leniolisib data Conferences and congresses Sponsored, no-cost Validation studies with various Abstracts testing program laboratories to confirm which Assistance from
Slide 19: Recent medical conference presentations (selected)
Recent medical conference presentations (selected) AMCP Nexus - Academy of Managed Care Pharmacy (October 2023) • A Real-world Comparison of Health Care Resource Utilization and Health Care Costs Among Patients With Activated PI3K-Delta Syndrome Versus a Control Cohort of Patients Without Activated
Slide 20: Joenja® ‒ looking beyond FDA approval
Joenja® ‒ looking beyond FDA approval Europe – awaiting CHMP Israel marketing authorization opinion on MAA received April 30, 2024 Japan clinical study: Patient U.K., CAN, AUS submissions enrollment is now complete under regulatory review PMDA filing following completion of Approvals in 2024-25* **
Slide 21: Primary Immunodeficiencies (PIDs) with immune dysregulation
Primary Immunodeficiencies (PIDs) with immune dysregulation PIDs are a broad group of disorders1 with key features: PIDs Genetic basis, i.e., not secondarily caused by another disease ‘Inborn Errors of Immunity’ (IEI) is used interchangeably with PID An increased risk of infection may be the predomi
Slide 22: PI3Kδ signaling and immune dysregulation in PIDs
Given importance of PI3Kδ in B & T cells, immune dysregulation in PIDs can occur via alterations in PI3Kδ signaling Altered PI3Kδ signaling can occur in multiple Clinical manifestations, disease onset PID genetic disorders beyond APDS and severity similar to APDS 5-8 (ex: ALPS-FAS, CTLA4, PTEN) 1-4
Slide 23: PIDs linked to PI3Kδ signaling – Phase II study design
PIDs linked to PI3Kδ signaling – Phase II study design Phase II proof of concept clinical trial – single arm, open- label, dose range-finding study (N=12) 10mg 30mg 70mg • Patients with PIDs linked to PI3Kδ signaling, e.g. Lead Investigator: Gulbu Uzel, M.D., Senior ALPS-FAS1, CTLA4 haploinsufficien
Slide 24: PIDs linked to PI3Kδ signaling – patient prevalence
PIDs linked to PI3Kδ signaling – patient prevalence Epidemiology of PIDs linked to PI3K signaling suggests treatable population of ~5/million1 Patients identified to date included in table below Genetic PID Type Publication/cohort/registry Cohort Size NIH protocol cohort ~500 ALPS-FAS ESID registry2
Slide 25: Financials
CFO Jeroen Wakkerman Chief Financial Officer Financials
Slide 26: Financial highlights: FY 2023 vs FY 2022
Financial highlights: FY 2023 vs FY 2022 * 2022 2023 2022 2023 *2Q23 marketing and sales expenses includes US$10M milestone payments paid 26
Slide 27: RUCONEST® and Joenja® driving revenue growth
RUCONEST® and Joenja® driving revenue growth 245.3 • • From FY 2016 – FY 2020 Pharming Group reported earnings in EUR. Revenues during this time frame have been converted to USD. In 2021, Pharming Group began reporting earnings in USD. 4Q 2020 and 1Q 2021 quarterly fluctuations and volatility from C
Slide 28: FY 2023: Cashflow including marketable securities
FY 2023: Cashflow including marketable securities January 1, 2023 – December 31, 2023 (US$ Million) Overall cash and Net cash flows Net cash flows Net cash flows Exchange rate Overall cash and marketable used in operating generated from used in financing effects marketable securities on activities i
Slide 29: 2024 Revenue guidance
2024 Revenue guidance FY 2024 Revenue Guidance % Growth vs. FY 2023 Total Revenues US$280 - 295 million 14-20% Assumptions Quarterly fluctuations expected Joenja® significant driver of revenue growth, continued RUCONEST® growth Joenja® assumptions: • Continued growth in patients on paid therapy • U.
Slide 30: Outlook 2024
CEO Sijmen de Vries, MD Chief Executive Officer Outlook 2024
Slide 31: Pharming 2024 Outlook
Pharming 2024 Outlook Total revenues between US$280 and US$295 million (14% to 20% growth), with quarterly fluctuations expected. Joenja® (leniolisib) U.S.: Continued progress finding additional APDS patients, supported by family testing and VUS validation efforts, and subsequently converting patien
Slide 32: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 33: 2. b) Remuneration report for 2023 (advisory voting item)
2. b) Remuneration report for 2023 (advisory voting item) Material developments in 2023 ❖ Remuneration Committee analysed investor feedback on 2022 Remuneration Report and best practices ➢ All changes incorporated in 2022 report maintained ➢ New changes included in 2023 Remuneration Report: ▪ Add ex
Slide 34: 2. b) Remuneration report for 2023 (advisory voting item)
2. b) Remuneration report for 2023 (advisory voting item) Material developments in 2023 (continued) ❖ Remuneration Committee engaged AON Radford, as international compensation expert, for a new market review of the compensation of the members of the Board of Directors, including the fees of the chai
Slide 35: 2. b) Remuneration report for 2023 (advisory voting item)
2. b) Remuneration report for 2023 (advisory voting item) Performance by CEO on targets 2023 Short-term incentive (annual bonus in cash/70% on target): 130,5% score on all financial and non-financial targets results in payout 91,35% of annual salary (gross) Financial Performance Measure Target Weigh
Slide 36: 2. b) Remuneration report for 2023 (advisory voting item)
2. b) Remuneration report for 2023 (advisory voting item) ❖ Long-term incentive plan 2021 - 2023: ➢ 1,337,888 restricted shares granted in 2021 ➢ 59,7% vesting results in 798,719 shares (gross), to be retained for 5 years from grant Metric Achievement Weighting Vesting level TSR 0% 40% 0% Strategic
Slide 37: 2. b) Remuneration report for 2023 (advisory voting item)
2. b) Remuneration report for 2023 (advisory voting item) CEO annual base salary ❖ Annual base salary 2023: EUR 624,000 ❖ Total remuneration package CEO decreased from €2,604,000 (US$2,809,000) gross in 2022 to €2,273,000 (US$2,396,000) gross in 2023 ❖ For 2023, the pay ratio between the compensatio
Slide 38: 2. b) Remuneration report for 2023 (advisory voting item)
ADVISORY VOTING ITEM 2. b) Remuneration report for 2023 (advisory voting item)
Slide 39: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 40: 2. c) Corporate Governance (discussion item)
2. c) Corporate Governance (discussion item) Pharming’s ordinary shares are traded on Euronext Amsterdam. American Depository Shares have been listed on the Nasdaq Stock Market in the US since 23 December 2020 Pharming continues to take all steps required to ensure compliance with the applicable US
Slide 41: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 42: 2. d) Explanation of the dividend policy (discussion item)
2. d) Explanation of the dividend policy (discussion item) Pharming continues to follow its existing policy not to pay dividends. The Board of Directors does not envisage the payment of dividends in the coming years. Payment of future dividends, if any, would be at the discretion of the Board, takin
Slide 43: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 44: Presentation of the independent auditor
Pharming Group N.V. Presentation of the independent auditor May 21, 2024
Slide 45: Summary of the 2023 audit
Summary of title Click to add the 2023 audit Financial statements and management report • Unqualified auditor’s report signed on April 3, 2024 • Management report (incl. remuneration report) and other information: comply with the requirements of Part 9 Book 2 of Dutch Civil Code and Dutch Standard 7
Slide 46: Materiality and Scoping
Materiality Click to add&title Scoping • Materiality at USD 2.6M (2022: • Full Scope entities: Pharming USD 2.4M) Group N.V., Pharming Americas B.V., Pharming Technologies • Component level: lower B.V., Broekman Instituut B.V., materiality (max. USD 1.5M) Pharming Research & • Misstatements reported
Slide 47: Key Audit Matter
Key ClickAudit Matter to add title Trade and other payables – U.S. Revenue Rebate Accruals Our audit procedures related to the assumptions and judgments made by management in estimating the U.S. revenue rebate accruals included the following, amongst others: • We evaluated the appropriateness and co
Slide 48: Communication with the Board of Directors and Audit Committee
Communication Click to add titlewith the Board of Directors and Audit Committee Communication • Meetings with the Audit Committee, in which, among others, the following reports are discussed: o July 2023 – Audit Plan 2023; o December 2023 – Management letter; o April 2024 – Report to the Audit Commi
Slide 49: Use of specialists
Use Clickoftospecialists add title Specialists have been involved on topics, such as: Topic Key Audit Matter? Share based compensation No Valuation of preference shares No Fraud risks No 49
Slide 50: Internal controls and IT
Internal controls Click to add title and IT Quality of internal control and administrative organization: • In the context of our audit, we assessed the internal controls that are relevant to our audit. • On page 43 of the 2023 annual report, the main observations as reported in the management letter
Slide 51: Fraud risk
Fraud risk Click to add title General legal framework • Laws and regulations require the auditor to pay specific attention to fraud risks during performing the audit. What procedures did we perform at Pharming about the fraud risk of management override of controls? • Evaluated the design and implem
Slide 52: Compliance with laws and regulations & going concern
Compliance Click to add with title laws and regulations & going concern Compliance with laws and regulations • Obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that directly affect the financial statements; • Attentive to indications of (suspected) non-comp
Slide 53: Audit fiscal year 2024
Audit fiscal Click to addyear title2024 Audit fiscal year 2024 The audit approach for 2024 is expected to be largely consistent with 2023. 53
Slide 54: 2. e) Proposal to adopt the financial statements for 2023
VOTING ITEM 2. e) Proposal to adopt the financial statements for 2023 (voting item)
Slide 55: Agenda item 2.e) voting result
Agenda item 2.e) % Pharming Proposal to adopt the financial statements for 2023 For 74,133,543 Against 512,087 Abstain 742,549 Against | 0.69%
Slide 56: 2. Annual Report 2023
VOTING & DISCUSSION ITEMS AGENDA ITEMS: 2/8 2. Annual Report 2023 (voting and discussion items) a) Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item) b) Remuneration report for 2023 (advisory voting item) c) Corporate Governance (di
Slide 57: 2. f) Proposal to discharge the members of the Board of Directors
VOTING ITEM 2. f) Proposal to discharge the members of the Board of Directors (voting item)
Slide 58: Agenda item 2.f) voting result
Agenda item 2.f) % Pharming Proposal to discharge the members of the Board of Directors For 73,201,810 Against 1,441,152 Abstain 746,617 Against ] 1.93%
Slide 59: 3. Adoption Updated Remuneration Policy for the Board of Directors
VOTING ITEM AGENDA ITEMS: 3/8 3. Adoption Updated Remuneration Policy for the Board of Directors (voting item)
Slide 60: 3. Adoption Updated Remuneration Policy for the Board of Directors
3. Adoption Updated Remuneration Policy for the Board of Directors The current Remuneration Policy for the Board of Directors was approved by our shareholders on December 11, 2020 A new draft Remuneration Policy for the Board of Directors has been submitted for adoption by today's AGM , in accordanc
Slide 61: 3. Proposed changes: Executive Director remuneration
3. Proposed changes: Executive Director remuneration The following new provisions are proposed to be included in the Remuneration Policy, with retrospective effect from January 1, 2024: • Derogations of the policy: shall only be permitted in case of exceptional circumstances if necessary to serve th
Slide 62: 3. Proposed changes: Executive Director remuneration (continued)
3. Proposed changes: Executive Director remuneration (continued) ❖ Short-Term and Long-Term Incentive plans: ➢ extended outline governance process for target setting included (including link to strategy and measuring), confirmation of retrospective disclosure of all targets, weighting financial targ
Slide 63: 3. Proposed changes: Non-Executive Directors remuneration
3. Proposed changes: Non-Executive Directors remuneration ❖ Change fees committees effective January 1, 2024, subject to AGM approval ➢ Audit Committee ▪ chair: EUR 15,000 (was EUR 9,000) ▪ members EUR 7,500 (was EUR 3,000) ➢ Other committees ▪ chair: EUR 12,500 (was EUR 6,000) ▪ members EUR 6,250 (
Slide 64: Agenda item 3. voting result
Agenda item 3. % Pharming Adoption Updated Remuneration Policy for the Board of Directors For 70,073,020 Against 4,335,193 Abstain 949,666 Against i 5.83%
Slide 65: 4. Reappointment Non-Executive Directors
VOTING ITEM AGENDA ITEMS: 4/8 4. Reappointment Non- Executive Directors (2 separate voting items)
Slide 66: 4. Reappointment Non-Executive Directors
VOTING ITEM AGENDA ITEMS: 4/8 4. Reappointment Non- Executive Directors (2 separate voting items) a) Proposal to reappoint Ms. Barbara Yanni, upon binding recommendation of the Board of Directors, as Non-Executive Director, for a period of four years. b) Proposal to reappoint Mr. Mark Pykett, upon b
Slide 67: Barbara Yanni
Barbara Yanni Non-Executive Director, Chairperson of the Transaction Committee and Member of the Audit Committee & Corporate Governance Committee
Slide 68: Agenda item 4.a) voting result
Agenda item 4.a) % Pharming Proposal to reappoint Ms. Barbara Yanni, upon binding recommendation of the Board of Directors, as Non- Executive Director, for a period of four years For 67,297,323 Against 7,286,863 Abstain 785,293 Against || 9.77%
Slide 69: 4. Reappointment Non-Executive Directors
VOTING ITEM AGENDA ITEMS: 4/8 4. Reappointment Non- Executive Directors (2 separate voting items) a) Proposal to reappoint Ms. Barbara Yanni, upon binding recommendation of the Board of Directors, as Non-Executive Director, for a period of four years. b) Proposal to reappoint Mr. Mark Pykett, upon b
Slide 70: Mark Pykett
Mark Pykett Non-Executive Director, Member of the Remuneration Committee & Transaction Committee
Slide 71: Agenda item 4.b) voting result
Agenda item 4.b) % Pharming Proposal to reappoint Mr. Mark Pykett, upon binding recommendation of the Board of Directors, as Non- Executive Director for a period of four years For 73,855,988 Against 839,450 Abstain 674,041 Against | 1.12%
Slide 72: 5. Designation of the Board of Directors to issue shares
VOTING ITEM AGENDA ITEMS: 5/8 5. Designation of the Board of Directors as the Company’s body, authorized to: (i) issue shares, (ii) grant option rights and (iii) restrict or exclude pre-emptive rights (voting item)
Slide 73: 5. Designation of the Board of Directors to issue shares
VOTING ITEM AGENDA ITEMS: 5/8 5. Designation of the Board of Directors as the Company’s body, authorized to: (i) issue shares, (ii) grant option rights and (iii) restrict or exclude pre-emptive rights (voting item) General authorization for general corporate purposes, including the issuances of shar
Slide 74: Agenda item 5. voting result
Agenda item 5. % Pharming Designation of the Board of Directors as the Company’s body, authorized to: (i) issue shares, (ii) grant option rights and (iii) restrict or exclude pre-emptive rights For 69,755,857 Against 4,854,686 Abstain 777,936 Against | 6.51%
Slide 75: 6. Authorization of the Board of Directors to repurchase shares
VOTING ITEM AGENDA ITEMS: 6/8 6. Authorization of the Board of Directors to repurchase shares in the Company (voting item)
Slide 76: 6. Authorization of the Board of Directors to repurchase shares
6. Authorization of the Board of Directors to repurchase shares in the Company (voting item) Proposal: to authorize the Board of Directors for a period of eighteen months, starting on May 21, 2024, as the body which is authorized: • to repurchase not more than 10% of the issued capital • through the
Slide 77: Agenda item 6. voting result
Agenda item 6. % Pharming Authorization of the Board of Directors to repurchase shares in the Company For 71,821,038 Against 2,737,274 Abstain 811,167 Against | 3.67%
Slide 78: 7. Any other business (discussion item)
DISCUSSION ITEM AGENDA ITEMS: 7/8 7. Any other business (discussion item)
Slide 79: 8. Closing
8. Closing www.pharming.com | investor@pharming.com NASDAQ: PHAR | EURONEXT Amsterdam: PHARM Bloomberg: PHAR.AS
Slide 80: www.pharming.com
www.pharming.com NASDAQ: PHAR | EURONEXT Amsterdam: PHARM