Sheila Denton
INCYTEAbout Sheila Denton
Sheila A. Denton is Executive Vice President, General Counsel and Corporate Secretary of Incyte, appointed in 2023, with 30+ years of legal, policy and compliance leadership across biopharma and animal health; she previously served nearly two decades at Boehringer Ingelheim culminating as Senior Vice President, General Counsel and Corporate Secretary, and earlier was a law partner at Pullman & Comley; she holds a J.D. from Western New England School of Law and a B.S. in Business Administration from Sacred Heart University . She signs company proxies and 8-Ks as Secretary/EVP & General Counsel, evidencing her governance role (e.g., Proxy Notices and 8-K signatures) . Company performance under the executive team in 2024 included total revenues of $4.2B (+15% YoY), Jakafi net sales of $2.8B (+8%), and Opzelura revenues of $508M (+50%), with TSR context shown in Pay vs. Performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boehringer Ingelheim | SVP, General Counsel & Corporate Secretary | 2018–2023 | Led legal, compliance, governmental affairs and policy across pharma and animal health, providing solution-oriented support to business units . |
| Boehringer Ingelheim | VP, Head of Corporate Legal Human Pharma; VP, Head of Corporate Legal Strategy & Innovation; Chief Legal Operating Officer, U.S. Ops & Strategic Transactions; Executive Division Counsel & Head of Legal, Assistant Corporate Secretary; Executive Director – Litigation & Government Investigations | 2004–2018 | Built and led multiple corporate legal departments, advised executive leadership and Board, oversaw litigation and investigations . |
| Pullman & Comley, LLC | Law Partner | 1992–2004 | Led litigation practice, foundational experience prior to industry leadership roles . |
External Roles
No public-company board or committee roles are disclosed; Denton’s remit is executive legal leadership at Incyte .
Fixed Compensation
- Incyte’s proxy discloses base salary setting methodology for executive officers (scope, performance, market benchmarks, annual review), but individual base salary/bonus details for Ms. Denton are not disclosed in the Summary Compensation Table (she is not an NEO in 2024) .
Performance Compensation
- Equity mix: For 2025, other U.S.-based executive officers (category including EVP roles) receive target equity value allocated 50% performance shares (PS), 30% stock options, and 20% RSUs; PS are based wholly on TSR and have a 3-year performance period with cliff vesting after 3 years .
- Annual Incentive Plan objectives: 2025 corporate performance objectives span Discovery, Clinical Development, ESG, and Global Commercial; thresholds/targets/outperform define payouts from 0%–150% for each objective, with additional potential bonus points for extraordinary achievements (Clinical Development +15%, Global Commercial +10%, Business Development +5%) .
| Incentive Element | Metric | Weighting | Target | Actual | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| Performance Shares (PSUs) | TSR (relative) | 50% of target equity for other execs | Plan specific (not disclosed) | Not disclosed | Award payout per TSR program design | Cliff after 3 years . |
| Stock Options | Continued service | 30% of target equity for other execs | N/A | N/A | N/A | 4-year vest (min 12 months) . |
| RSUs | Continued service | 20% of target equity for other execs | N/A | N/A | N/A | 4-year vest (min 12 months) . |
| Annual Cash Bonus | Discovery; Clinical Development; ESG; Global Commercial | Not disclosed | Defined by Board-approved objectives | Not disclosed | 0%–150% per objective; +15% CD, +10% GC, +5% BD extras | Cash bonus (no vesting) . |
Equity Ownership & Alignment
| Item | Value | Date/Source |
|---|---|---|
| Shares beneficially owned (#) | 33,200 | 2025-09-02 . |
| Shares outstanding (#) | 193,569,840 | As of 2025-04-15 . |
| Ownership (% of outstanding) | 0.017% | Derived from 33,200/193,569,840 . |
| Insider sale | 598 shares sold at $101.36; 598 options exercised at $58.06 (same day) | 2025-11-04 . |
| Hedging/pledging | Prohibited for employees and directors under insider trading policy | Policy applies to executive officers . |
| Ownership guidelines | 3x annual base salary for “All Other Executive Officers” | Robust guidelines; 5-year compliance window . |
| Compliance status | All other directors and executive officers have met targets or are within the five-year compliance period | Company statement (category includes EVPs) . |
Employment Terms
| Term | Key Provision |
|---|---|
| Coverage | Executive Severance Plan adopted Oct 27, 2025; participants include all Executive Vice Presidents and President, R&D (Denton is EVP) . |
| Severance (non-CIC) | If terminated without Cause or for Good Reason: (i) unpaid base salary and accrued vacation; (ii) lump-sum equal to base salary + target bonus; (iii) COBRA premiums or cash equivalent up to 12 months for employee/family; (iv) basic life insurance up to 12 months; (v) outplacement up to 12 months . |
| Restrictive covenants | 12-month non-compete, non-solicitation, non-disparagement; confidentiality; litigation/regulatory cooperation, with injunctive relief available . |
| Clawback | Separation benefits subject to clawback per company policies for erroneous awards; legacy clawback and Nasdaq/SEC-compliant policy in place . |
| Change-in-Control (CIC) | Executive Severance Plan defers to Employment Agreements during 24 months post-CIC if applicable; double-trigger equity vesting applies (company policy) . |
| Notices/Administration | Compensation Committee administers; notices to General Counsel; unfunded obligations . |
| 10b5-1 trading plans | Company requires executives to plan stock trading in advance via 10b5-1 plans; recent adoptions disclosed for several officers (not listing Denton) . |
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return – Value of $100 ($) | 99.61 | 84.06 | 91.98 | 71.91 | 79.10 |
| Peer Group TSR – Value of $100 ($) | 126.42 | 126.45 | 113.65 | 115.42 | 113.84 |
| Net Income ($M) | (295.7) | 948.6 | 340.7 | 597.6 | 32.6 |
| Total Product Revenues, Net ($M) | 2,068.7 | 2,322.0 | 2,746.9 | 3,165.2 | 3,618.9 |
Additional 2024 commercial specifics: total revenues $4.2B (+15% YoY), Jakafi net sales $2.8B (+8% YoY), Opzelura revenues $508M (+50% YoY) .
Compensation Structure Analysis
- Strong pay-for-performance architecture: higher PS weight (100% TSR metric for PS in 2024–2025), three-year PS period, double-trigger equity vesting, clawback compliance, anti-hedging/pledging—reduces misalignment and option repricing risk .
- Stock ownership guidelines (3x base for other execs) and company disclosure that all executive officers have met or are progressing within the compliance window support alignment/retention .
- Annual bonus design emphasizes discovery/clinical/commercial/ESG, with structured payouts and measured upside for extraordinary achievements—driving execution intensity .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay with continued approval; compensation program designed to reward achievement of annual and long-term corporate objectives; proactive stockholder outreach since 2018 with enhancements (proxy access, ownership guidelines, higher PS usage, ESG goals) .
Risk Indicators & Red Flags
- No excise tax gross-ups; no option repricing; single-trigger vesting not provided; robust clawback; hedging/pledging prohibited—mitigates governance risk .
- Insider trading discipline via 10b5-1 plans highlighted; recent individual adoptions disclosed (not listing Denton) .
- Modest insider selling by Denton (598 shares sold Nov 4, 2025 concurrent with 598 option exercise) suggests limited selling pressure relative to holdings .
Expertise & Qualifications
- Education: J.D., Western New England School of Law; B.S., Business Administration, Sacred Heart University .
- Legal/Compliance leadership: extensive experience across regulatory affairs, corporate governance, litigation, FDA/FCPA, intellectual property; industry specialization in pharma/animal health .
- Age context: 59 as of Aug 30, 2025 (Marketscreener profile) .
Work History & Career Trajectory
- Progression from law firm partner to senior corporate legal leadership, culminating in General Counsel/Corporate Secretary roles; breadth spans litigation, investigations, strategy/innovation, human pharma corporate legal, and enterprise policy .
Equity Ownership & Alignment (Detail)
| Component | Vested vs. Unvested | Options – Exercisable vs. Unexercisable | In-the-money Value | Pledged/Hedged |
|---|---|---|---|---|
| Detail | Not disclosed in proxy for Denton (non-NEO) | One disclosed exercise of 598 shares at $58.06 on 2025-11-04 | Not disclosed | Prohibited by policy |
Employment Terms (Detail)
| Clause | Provision |
|---|---|
| Good Reason | Material diminution in responsibilities/authority or >10% base salary cut (except broad reductions) . |
| Cause | Defined misconduct/violations/fraud, etc. . |
| Non-compete scope | Global, competitively-sensitive capacity restriction for 12 months post-termination . |
| Non-solicit | 12 months post-termination; employees of company/affiliates . |
| Non-disparagement | 12 months; mutual constraints (company also not to disparage) . |
| Cooperation | Litigation/regulatory cooperation; expense reimbursement . |
| Injunctive relief | Available to enforce covenants . |
Investment Implications
- Alignment: High equity mix in performance shares (TSR-based), robust ownership guidelines, clawback, anti-pledging—supports investor alignment and lowers governance risk .
- Retention risk: EVP-level coverage under the 2025 Executive Severance Plan (cash + benefits + restrictive covenants) balances protection with post-termination restrictions; lack of disclosed individual CIC agreement for Denton suggests standard governance posture with double-trigger equity vesting at company level .
- Trading signals: Limited disclosed insider selling (small lot with concurrent option exercise) and company-wide emphasis on 10b5-1 plans indicate disciplined trading behavior—no evident sustained selling pressure from Denton at present .
- Execution context: Company revenue growth (+15% in 2024) and pipeline catalysts underpin compensation design; TSR lag vs. peer group highlights the importance of TSR-based PSUs in incentivizing equity value creation .