Document


SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]
Check the appropriate box:
[   ] Preliminary Proxy Statement        
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement            
[   ] Definitive Additional Materials
[   ] Soliciting Material under §240.14a-12
ALEXION PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[  ] Fee paid previously with preliminary materials.
[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-alexionlogocolora11.jpg
121 Seaport Boulevard
Boston, Massachusetts 02210
March 26, 2020
Dear Fellow Shareholder:
At Alexion our mission is clear: to transform the lives of people affected by rare and devastating diseases through continuous innovation. The resilience of patients and families is our inspiration, and together with our 3,000 dedicated and talented colleagues, we are committed to serving the patients who rely on us and the communities in which we live and work.

Our Board of Directors recognizes that the current and future success of Alexion, and the creation of value for our shareholders and other stakeholders, will depend upon how well we are able to innovate to generate solutions and medicines for our patients. Alexion’s innovation is driven by a sense of urgency and a relentless quest for answers, because lives are at stake. Every patient matters, and we desire to serve patients, and their families, every step of the way. Our commitment to continued innovation was apparent in 2019 as Alexion secured six regulatory approvals for our therapies in three key geographies.

In 2019, by fostering the type of purpose-driven performance employee culture that attracts and retains the best talent we made significant progress advancing our mission and, as a result, had a year of unprecedented growth and expansion. This culture requires that we invest in and value our employees who believe in the importance of our purpose and understand what it takes to deliver on it. Our culture is rooted in integrity, a sense of belonging, and our dedication to joining and supporting the communities in which we live and work.

Dedication to our mission motivates our actions every day and we are focused on three key components of our business strategy:
Leading with ULTOMIRIS by raising the standard of care for rare disease patients in the indications we treat and continuing to innovate with new ULTOMIRIS formulations
Expanding our C5-targeted franchise, which includes SOLIRIS and ULTOMIRIS, beyond our legacy indications of PNH and aHUS into new rare diseases and expanded disease areas, including neurology
Diversifying our current portfolio by pursuing new rare disease opportunities in strategic adjacencies and in doing so, providing hope for patients that are currently underserved

In 2019, we made significant progress advancing our mission. Looking ahead, we will continue to work with urgency and focus to deliver sustainable long-term shareholder value.

We believe that Corporate Social Responsibility, CSR, serves as an important and significant component of our overall efforts to create shareholder value. We have made great strides to advance our commitment to CSR by establishing benchmark CSR ambitions and corresponding metrics with




which to measure our performance and developing the company’s first CSR report, informed by key reporting standards, which is scheduled for release at about the same time as this proxy and our 2019 Annual Report.

We are operating at a unique time, as we face a serious public safety crisis as a result of the COVID-19 virus. At Alexion, we commit ourselves every day to delivering on our mission of serving patients. This is especially important during a global health crisis like the current COVID-19 pandemic. We remain focused on continuing to serve the patients who rely on us, as well as protecting the health and safety of our employees and the communities in which we live and work. We have established the following priorities that guide our response to COVID-19:

Protecting patient and customer safety and medicine supply continuity;
Ensuring safety and a sense of security for people who work at Alexion;
Safeguarding our manufacturing, distribution and research facilities;
Maintaining the integrity of our clinical trials and commitment to data quality;
Responsibly supporting our community and local healthcare systems; and
Remaining nimble and responsive to the everchanging situation while always remaining true to our core values.

We look to the future with confidence and optimism. On a regular basis, the Board reviews and, when appropriate, adjusts our strategic plans and operational measures to deliver value for our shareholders and sustainable results for our organization and our other stakeholders. Our four standing Board committees - Audit and Finance, Leadership and Compensation, Nominating and Corporate Governance and Science and Innovation- support the work of the Board by leveraging the experience and expertise of its members to provide robust oversight over strategic, business and governance matters. I am confident that our operational and commercial execution, broad portfolio of rare disease programs and talented global employee base will secure Alexion’s progression into its next phase of growth.

Finally, on behalf of the Board of Directors, I would like to invite you to attend our 2020 Annual Meeting of Shareholders, which will be held at the Seaport Hotel, 1 Seaport Lane, Boston, MA 02210 on Wednesday, May 13, 2020 beginning at 5:30pm Eastern Time. Your vote is important at the Annual Meeting. For the health and wellbeing of our employees and shareholders and due to the emerging public health impact of COVID-19, we are planning for the possibility that the Annual Meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so by April 29, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material.

Thank you for your continued support of Alexion and for the confidence you put in our Board of Directors and our management team.

We look forward to seeing you.
Sincerely,

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David R. Brennan
Chairman of the Board




https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-alexionlogocolora11.jpg
121 Seaport Boulevard
Boston, Massachusetts 02210
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 13, 2020
Alexion's 2020 Annual Meeting of Shareholders will be held on Wednesday, May 13, 2020, at the Seaport Hotel, 1 Seaport Lane, Boston MA 02210, at 5:30 p.m. local time. This year, we are asking shareholders:
(1)
To elect the ten members of the Board of Directors named in the proxy statement, each to serve until the next Annual Meeting and until his or her successor has been duly elected and qualified.
(2)
To ratify the appointment of PricewaterhouseCoopers LLP as Alexion's independent registered public accounting firm for 2020.
(3)
To consider a non-binding advisory vote on 2019 compensation paid to Alexion's named executive officers.
(4)
To vote upon a shareholder proposal, if properly presented at the 2020 Annual Meeting, requesting that the Board amend the provisions set forth in Alexion's By-laws to lower the threshold for shareholders to call a special meeting of shareholders.
(5)
To transact such other business as may properly come before the 2020 Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 16, 2020 will be entitled to notice of and to vote at the 2020 Annual Meeting or any adjournment of the meeting.
Whether or not you plan to attend the 2020 Annual Meeting, please vote by voting on the Internet, completing and returning a proxy card, or voting by phone at your earliest convenience so that your shares may be represented at the meeting. Alexion will begin mailing its Notice of Internet Availability of Proxy Materials to shareholders on March 26, 2020.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 13, 2020:

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement and the 2019 Annual Report and the means to vote by Internet are available free of charge at: www.proxyvote.com.
March 26, 2020
https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-ellencsignature.jpg

Ellen Chiniara
Executive Vice President, Chief Legal Officer and Corporate Secretary

For the health and wellbeing of our employees and shareholders and due to the emerging public health impact of COVID-19, we are planning for the possibility that the Annual Meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so by April 29, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material. As always, we encourage you to vote your shares prior to the Annual Meeting.




Table Of Contents
 
 
 

 
Page
 





ALEXION PHARMACEUTICALS, INC. PROXY STATEMENT
Proxy Statement Summary
The summary below highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and we urge you to read the entire proxy statement carefully before voting.
General Information (see “General Information Regarding the Meeting” below for more information)
Date:
May 13, 2020
Time:
5:30 p.m. local time
Place:
The Seaport Hotel, 1 Seaport Lane, Boston MA 02210
Record Date:
March 16, 2020

Voting Matters and Vote Recommendation
Voting Matter
Board Recommendation
Page Number for More Detail
Proposal 1
Election of Directors
FOR ALL Nominees
Proposal 2
Ratification of PricewaterhouseCoopers LLP as Independent Auditors
FOR
Proposal 3
Non-binding Advisory Vote to Approve Executive Compensation
FOR
Proposal 4
Shareholder Proposal
AGAINST

Corporate Governance
We strive to maintain strong corporate governance practices that protect and enhance accountability and transparency for the benefit of Alexion and all of Alexion's shareholders. We regularly review and continually refine our governance policies based on feedback from our shareholders and to align with evolving practices. We believe that our corporate governance structure, with its emphasis on Board independence and strong Board and committee involvement, provides robust independent oversight of our executives and execution of our strategic plan. Detailed information about our corporate governance practices begins on page 26. The following chart summarizes key information regarding our corporate governance.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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Board and Board Committees*
 
Number of directors on Board
10
Number of independent directors
9
Average director tenure (in years)
4.4
Average age of directors
63.1
All Board Committees consist of independent directors
Yes
Risk oversight by Board and Committees
Yes
Active Audit Committee Oversight of Enterprise Risk Management
Yes
Separate Chairman and CEO
Yes
"Rooney Rule" adopted for filling open Board positions
Yes
Regular executive sessions of independent directors
Yes
Annual Anonymous Board and Committee evaluations
Yes
Anti-Overboarding policy limiting the number of public company boards on which a director may serve
Yes
Annual Independent Director Evaluation of CEO

Yes
Director Education Program
Yes
Annual equity grant to directors
Yes
Director has the option to take annual cash retainer in equity
Yes
Shareholder Rights, Accountability and Other Governance Practices
 
Annual elections for all directors
Yes
Majority voting for directors
Yes
Proxy access bylaw (3%-3 years, nominees up to 20% of our Board)
Yes
Annual advisory vote on executive compensation
Yes
Shareholder ability to call special meetings (25% threshold)
Yes
Shareholder ability to act by written consent
Yes
Stock ownership guidelines for directors and executives
Yes
Prohibition from hedging and pledging securities or otherwise engaging in derivative transactions
Yes
Comprehensive Code of Conduct and Corporate Governance Guidelines
Yes
Nominating and Corporate Governance Committee oversight of Corporate Social Responsibility (CSR) and Publication of Annual CSR Report
Yes
Commitment to Environmental and Sustainability Matters
Yes
Board Oversight and Disclosure on Website Related to Corporate Political Contributions and Expenditures
Yes
Clawback policy applies to executive compensation
Yes
Absence of Rights Plan, or “Poison Pill”
Yes
Absence of supermajority voting provisions
Yes
*The information in the table above is presented for the Board of Directors as of March 16, 2020.

Our Director Nominees
Proposal 1 - Election of Directors
You are being asked to vote on the election of the following ten nominees for director. All directors are elected annually by the affirmative vote of a majority of votes cast. Detailed information about each director’s background, skill sets and areas of expertise can be found beginning on page 11.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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Nominee, Experience
Age
Director Since
Committees
Other Public Boards
AF
LC
NG
SI
Felix J. Baker
Co-Managing Member of Baker Bros. Advisors
51
2015
 
 
X
C
3
David R. Brennan
Independent Chairman, Former Interim Chief Executive Officer of Alexion, Former Chief Executive Officer of AstraZeneca PLC
66
2014
 
X
X
 
1
Christopher J. Coughlin
Former Executive Vice President and Chief Financial Officer, Tyco
67
2014
C, F
X
 
 
2
Deborah Dunsire
Chief Executive Officer, H. Lundbeck A/S
57
2018
 
X
 
X
1
Paul A. Friedman
Chief Executive Officer, Madrigal Pharmaceuticals
77
2017
 
 
X
X
2
Ludwig N. Hantson
Chief Executive Officer
57
2017
 
 
 
 
1
John T. Mollen
Former Executive Vice President, Human Resources of EMC Corp.
69
2014
X
C
 
 
_
Francois Nader
Former President and Chief Executive Officer, NPS Pharma
63
2017
X, F
 
 
X
3
Judith A. Reinsdorf
Former Executive Vice President and General Counsel, Johnson Controls
56
2018
X
 
C
 
_

Andreas Rummelt
Chief Executive Officer of InterPharmaLink AG
63
2010
 
 
X
X
_
AF - Audit and Finance Committee; LC - Leadership and Compensation Committee; NG - Nominating and Corporate Governance Committee; SI - Science and Innovation Committee;    
X - Committee Member; C - Committee Chair; F - Financial Expert        

Our Auditors
Proposal 2 - Ratification of PricewaterhouseCoopers LLP as independent auditors
You are being asked to vote to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020. Below is summary information about PricewaterhouseCoopers LLP’s fees for services provided in 2019 and 2018. Detailed information about this proposal can be found beginning on page 99.
Fees
2019
2018
Audit fees
$5,333,815
$4,384,965
Audit-related fees
$5,000
$229,840
Tax fees
$40,000
$110,334
All other fees
$9,900
$9,900
 Total fees
$5,388,715
$4,735,039


2019 Proxy Statement Alexion Pharmaceuticals, Inc.
3



Executive Compensation Matters
Proposal 3 - Non-Binding Advisory Vote on Executive Compensation
Our Board of Directors recommends that shareholders vote to approve, on an advisory basis, the 2019 compensation paid to Alexion’s named executive officers (NEOs), as described in this proxy statement. Detailed information about the compensation paid to our NEOs can be found beginning on page 40. Highlights of our compensation program for 2019 and our compensation best practices follow.
Pay-for-Performance
Compensation is tied to the achievement of the Company’s short- and long-term financial, operational and strategic objectives that are designed to support shareholder value creation and our long-term objectives
A substantial portion of our annual cash bonus determinations have been based on the achievement of pre-established financial performance goals (and such goals have accounted for an increasing percentage of the target cash bonus) - 0% weighting for 2016, 50% for 2017 and 65% for 2018, 2019 and 2020
Since 2016, we have increased the portion of long-term incentives delivered in performance share units (PSUs) - 25% PSUs for 2016, 50% for 2017 and 65% for 2018, 2019 & 2020 (based on grant date value at target)
Other Executive Compensation Practices
The Leadership and Compensation Committee provides competitive total pay opportunities after consideration of many factors, including our strategy for enhancing shareholder value and long-term performance and a review of comparative market data
We maintain a clawback policy under which cash-and equity-based incentive compensation of our Chief Executive Officer (CEO) and other executive officers may be recovered by Alexion under certain circumstances in the event of a financial restatement
Compensation risk assessments are conducted annually by the Leadership and Compensation Committee
Options are not granted to executives or employees
Double-trigger equity vesting upon change in control
All employees, including directors and NEOs, are prohibited from entering into any hedging, pledging or derivative transactions in our stock
Our equity incentive plan prohibits the repricing or exchange of stock options without shareholder approval
The Leadership and Compensation Committee regularly reviews our share utilization levels and "burn rate"
NEOs are required to acquire and hold Alexion stock worth three to six times their base salary within five years of appointment
We do not provide 280G tax gross-ups
The Leadership and Compensation Committee retains an independent compensation consultant

Shareholder Proposal
Proposal 4 - Shareholder Proposal
Our Board of Directors recommends that shareholders vote AGAINST the shareholder proposal, which proposed to lower the threshold of shares required to call a special meeting from 25% to 10%. The current threshold of 25% strikes the appropriate balance between making extraordinary action available to shareholders while providing safeguards against abuse by a small minority of shareholders, corporate waste and disruption. Detailed information about the proposal and the Board’s recommendation can be found beginning on page 101.
Note About Forward-Looking Statements
This Proxy Statement contains certain forward-looking statements regarding business strategies, market potential, future value creation, future financial performance and other matters. The words "believe," "expect," "anticipate," "will," "forecast," "project" and similar expressions, among others,

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include the matters described in Alexion's Annual Report on Form 10-K for the year ended December 31, 2019 under Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Alexion does not undertake any obligation to update the forward-looking statements included in this proxy statement to reflect events or circumstances after the date hereof, unless Alexion is required by applicable securities law to do so.
Note Regarding Trademarks
We have proprietary rights to a number of registered and unregistered trademarks worldwide that we believe are important to our business, including but not limited to: ALEXION, the Alexion logo, ULTOMIRIS, SOLIRIS, STRENSIQ and KANUMA. We have, in certain cases, omitted the ®, © and ™ designations for these and other trademarks used in this Proxy Statement. Nevertheless, all rights to such trademarks are reserved. These and other trademarks referenced in this proxy statement are the property of their respective owners.




2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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General Information Regarding the Meeting
The Board of Directors of Alexion Pharmaceuticals, Inc. is soliciting your proxy to vote your shares at our 2020 Annual Meeting of Shareholders (Annual Meeting) to be held at 5:30 p.m. local time, on Wednesday, May 13, 2020 for the purposes summarized in the accompanying Notice of 2020 Annual Meeting of Shareholders. Our 2019 Annual Report is also available with this proxy statement.
Unless the context requires otherwise, references in this proxy statement to “Alexion,” the “Company,” “we,” “our” or “us” refer to Alexion Pharmaceuticals, Inc. and its subsidiaries.
The mailing address of our principal executive offices is Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, MA 02210. We will begin mailing the Notice of Internet Availability of Proxy Materials to shareholders on March 26, 2020. We will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of shares and will reimburse them for their expenses in so doing.
Why are we soliciting proxies?
We are furnishing this proxy statement and form of proxy to the holders of Alexion's common stock, par value $0.0001 per share, in connection with the solicitation by our Board of Directors of proxies for use at our 2020 Annual Meeting.
When and where is the 2020 Annual Meeting?
The 2020 Annual Meeting will be held on Wednesday, May 13, 2020 at the Seaport Hotel, 1 Seaport Lane, Boston, MA 02210 at 5:30 p.m. local time, or at any future date and time following an adjournment or postponement of the meeting.
What happens if the 2020 Annual Meeting is changed to a virtual meeting?
For the health and wellbeing of our employees and shareholders and due to the emerging public health impact of COVID-19, we are planning for the possibility that the 2020 Annual Meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so by April 29, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material. A virtual meeting will have no impact on shareholders’ ability to provide their proxy by using the Internet or telephone or by completing, signing, dating and mailing their proxy card, each as explained in this proxy statement.
What business will be conducted at the 2020 Annual Meeting?
The business to be considered at the 2020 Annual Meeting is described in the accompanying Notice of Annual Meeting of Shareholders. Alexion's Board of Directors is not currently aware of any other business that will come before the meeting.
Who can vote?
The record date for voting is March 16, 2020. Only shareholders of record at the close of business on March 16, 2020 are entitled to notice of and to vote at the 2020 Annual Meeting and any adjournment or postponement of the meeting. On March 16, 2020, there were 222.1 million shares of our common stock outstanding. Each share is entitled to one vote on each of the matters to be presented at the 2020 Annual Meeting.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
6



Who can attend the 2020 Annual Meeting?
Attendance at the 2020 Annual Meeting will be limited to record or beneficial owners of Alexion common stock as of March 16, 2020 (or their authorized representatives). When you arrive at the meeting, you must present photo identification, such as a driver's license. If your shares are held by a bank, broker or other nominee, you must also present your bank or broker statement evidencing your beneficial ownership of Alexion common stock to gain admission to the 2020 Annual Meeting. Alexion reserves the right to deny admittance to anyone who cannot show sufficient proof of share ownership as of March 16, 2020.
Why did I receive a "Notice of Internet Availability of Proxy Materials" but no proxy materials?
We are distributing our proxy materials to certain shareholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission, or SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On March 26, 2020, we will begin mailing a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet.
What does it mean if I receive more than one Notice of Annual Meeting of Shareholders?
If you receive more than one Notice of Annual Meeting of Shareholders, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice of Annual Meeting of Shareholders to ensure that all of your shares are voted.
Can I access the proxy materials on the Internet?
This Notice of Annual Meeting of Shareholders and proxy statement and our 2019 Annual Report are available at www.proxyvote.com. Instead of receiving future proxy statements and accompanying materials by mail, most shareholders can elect to receive an email that will provide electronic links to them. Opting to receive your proxy materials online will conserve natural resources and will save us the cost of producing documents and mailing them to you, and will also give you an electronic link to the proxy voting site.
What matters are being voted on at the 2020 Annual Meeting?
The following matters are being voted on at the 2020 Annual Meeting:
(1)
Elect the ten members of the Board of Directors named in the proxy statement, each to serve until the next Annual Meeting and until his or her successor has been duly elected and qualified.
(2)
Ratify the appointment of PricewaterhouseCoopers LLP as Alexion's independent registered public accounting firm for 2020.
(3)
A non-binding advisory vote on 2019 compensation paid to Alexion's named executive officers.
(4)
A shareholder proposal, if properly presented at the 2020 Annual Meeting, requesting that the Board amend the provisions set forth in Alexion's By-laws to lower the threshold for shareholders to call a special meeting of shareholders.
We do not know of any other matters that may come before the 2020 Annual Meeting. If any other matters are properly presented at the 2020 Annual Meeting, your form of proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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How do I vote?
Whether or not you plan to attend the 2020 Annual Meeting, it is important that you vote.
If you own shares in your own name (a record owner), you can vote any one of four ways:
n
By Internet: Go to the Internet website – www.proxyvote.com – and follow the instructions. You must vote by 11:59 P.M. Eastern on May 12, 2020.
n
By Telephone: Call the toll-free number 800-690-6903 to vote by telephone. You must follow the instructions on your proxy card and the recorded telephone instructions. You must vote by 11:59 P.M. Eastern on May 12, 2020.
n
By Mail: Mark, sign and date the proxy card and return it promptly in the self-addressed, stamped envelope. If a proxy card is signed and returned without instructions, your shares will be voted in the manner recommended by our Board of Directors. Your proxy card must be received by May 12, 2020.
n
In Person: You can attend the 2020 Annual Meeting to vote by ballot.
If your shares are held in a brokerage account in your broker's name, you will receive voting instructions from your bank, broker or other nominee that you must follow in order for your shares to be voted. Internet and telephone voting also will be offered to shareholders owning shares through most banks and brokers (if your bank or broker offers Internet or telephone voting, you will need to follow the instructions provided by your bank or broker to vote using the Internet or telephone).
If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone, you should not mail a proxy card.
How can I change or revoke my vote?
You may revoke the authority granted by your execution of a proxy at any time prior to the 2020 Annual Meeting by:
n
filing a timely written notice of revocation with the Corporate Secretary, Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, MA 02210;
n
mailing a duly executed proxy bearing a later date;
n
re-voting by phone or the Internet prior to the date and time described in this proxy statement; or
n
voting in person at the 2020 Annual Meeting.
Only your latest vote will be counted at the 2020 Annual Meeting.
What constitutes a quorum?
The holders of a majority of the outstanding shares of common stock entitled to vote must be present in person or represented by proxy to constitute a quorum at the 2020 Annual Meeting. Abstentions and "broker non-votes" (as described below) will be counted for purposes of determining the presence of a quorum.
What vote is required for each proposal?

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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Board's Recommendation
Broker Discretionary Voting Allowed
Abstentions
Required Vote
Proposal 1
Election of Directors
FOR ALL Nominees identified in this Proxy Statement
No
No effect
Majority of votes cast
Proposal 2
Ratification of PricewaterhouseCoopers LLP as independent auditors for 2020
FOR
Yes
No effect
Majority of votes cast
Proposal 3
Non-binding Advisory Vote on 2019 Executive Compensation
FOR
No
No effect
Majority of votes cast
Shareholder Proposal
 
 
 
 
Proposal 4
Requesting that the Board Amend Alexion's By-laws to Lower the Threshold to call a special meeting
AGAINST
No
No effect
Majority of votes cast

If you are the beneficial owner of common stock, your bank, broker or other nominee, as the record holder of the shares, is required to vote your shares in accordance with your instructions. If no voting instructions are provided, these record holders can vote your shares only on discretionary, or routine, matters and not on non-discretionary, or non-routine, matters. The only discretionary matter at the 2020 Annual Meeting is proposal 2, the ratification of PricewaterhouseCoopers LLP as independent auditors for 2020. Uninstructed shares whose votes cannot be counted on non-routine matters result in what are commonly referred to as “broker non-votes.” Broker non-votes will not have any effect on proposals 1, 3 and 4. We urge you to timely provide instructions to your bank, broker or other nominee so that your votes may be counted on each of these important matters. We do not expect any broker non-votes on proposal 2, since brokers have discretionary authority to vote on this matter.
How do I make sure my vote will be counted?
If you are a record holder on the Record Date (March 16, 2020) for the 2020 Annual Meeting you must vote by telephone, by Internet, by signing, dating and returning a printed proxy card, or by attending the 2020 Annual Meeting.
If you are the beneficial owner of shares held in "street name," your bank, broker or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If instructions are not provided, the broker's ability to vote the shares depends on the proposal. As noted above, your bank, broker or other nominee has discretionary authority to vote your shares on "routine" matters, even absent instructions. A broker may not, however, vote on "non-routine" matters without receiving specific voting instructions from you. Broker non-votes will not be counted in calculating whether a majority of the votes have been voted in favor of proposals 1, 3 and 4.
Who will serve as inspector of election?

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A representative of Broadridge Financial Solutions, Inc. will serve as the inspector of elections and will tabulate all proxies, ballots, and voting tabulations that identify shareholders. The inspector of elections is independent of Alexion.
Who solicits proxies and bears the costs of solicitation?
Proxies may be solicited, without extra compensation, by officers, agents and employees of Alexion who may communicate with shareholders, banks, brokerage houses and others by telephone, facsimile, email or in person to request that proxies be furnished. All expenses incurred in connection with this solicitation will be paid for by Alexion.
When will the results of the matters voted on at the Annual Meeting be available?
We will publish the voting results of the 2020 Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the end of the 2020 Annual Meeting. You will be able to find a copy of this Form 8-K on the Internet through the SEC’s electronic data system, called EDGAR, at www.sec.gov or on the Investors page at www.alexion.com. No information that may be accessed on either of these websites will be deemed to be incorporated by reference or constitute a part of this proxy statement.
  


2019 Proxy Statement Alexion Pharmaceuticals, Inc.
10



Proposal No. 1 – Election Of Directors
Ten directors have been nominated for election at the 2020 Annual Meeting to serve until the next annual meeting of shareholders and until their successors have been duly elected and qualified. In the event any of the nominees are unable to serve as a director, the shares represented by the proxy will be voted for such other candidate, if any, who is nominated by the Board to replace the nominee. All nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected. The Board has no reason to believe that any of the nominees will be unable to serve. Pursuant to our By-Laws, Alexion's directors are elected by majority vote in uncontested director elections, such as this one. The voting standard for contested director elections is a plurality standard. The majority voting standard provides that a nominee for director in an uncontested election will be elected to Alexion's Board if the votes cast "for" such nominee's election exceed the votes cast "against" such nominee's election. In an uncontested election, an incumbent director nominee who does not receive the required votes for re-election is required to tender his or her resignation and the Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation. Within 90 days following certification of the election results, the Board will act on the committee's recommendation and publicly disclose the Board's decision regarding the tendered resignation, including the rationale for the decision.
The number of candidates for election as directors at the 2020 Annual Meeting is the same as the number of directors to be elected at the meeting. Therefore, this is an uncontested election and directors will be elected by the affirmative vote of a majority of the votes cast by the shares present or represented and entitled to vote at the 2020 Annual Meeting, in person or by proxy. The nominees for election as director are those identified in this proxy statement.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 1 – ELECTION OF DIRECTORS" TO BE IN THE BEST INTERESTS OF ALEXION AND OUR SHAREHOLDERS AND RECOMMENDS A VOTE "FOR" EACH NOMINEE.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
11



General Information About The Board Of Directors
Each director nominee, if elected, will serve until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified. Each officer of the Company serves at the discretion of the Board. Dr. Hantson, our Chief Executive Officer and a director, is party to an employment agreement with Alexion.
The Board seeks independent directors who represent a range of viewpoints, backgrounds, skills, experience and expertise. Directors should possess the attributes necessary to be an effective member of the Board, including the following: personal and professional integrity, high ethical values, sound business judgment, demonstrated exceptional business and professional skills and experience, teamwork and a commitment to the long-term interests of Alexion and its shareholders. In evaluating candidates, the Nominating and Corporate Governance Committee also considers potential conflicts of interest, diversity, the requirement to maintain a Board that is composed of a majority of independent directors, and the extent to which a candidate would fill a present or anticipated need. In any particular situation, the Nominating and Corporate Governance Committee may focus on individuals possessing a particular background, experience or qualifications which the Committee believes would be important to enhance the effectiveness of the Board.
In early 2019, the Nominating and Corporate Governance Committee adopted the "Rooney Rule" under which the Committee agreed to include for the purpose of filling any vacancy, and have any search firm that it engages include, gender and ethnic diverse candidates in the pool from which the Committee recommends director candidates. The current Alexion directors represent a desirable range of viewpoints, backgrounds, skills, experience and expertise. The biography of each director nominee and a description of certain specific experiences, qualifications, attributes and skills of each director that led the Board to conclude that the individual should serve as a director are described below.
To align with Alexion's corporate strategy announced in 2017, the Board undertook a significant refreshment exercise to primarily add directors with biopharmaceutical experience as chief executive officers. The Board has appointed four independent directors since September 2017 with deep industry experience, including three industry veterans and former and current chief executive officers. Two of the four new directors were women. If all nominees are elected at the annual meeting, the Board will consist of 90% independent directors, with average tenure of approximately 4.4 years.
The composition of the Board of Directors was engineered with the principal goal of bringing together individuals who have deep and significant experience building shareholder value at public companies similar to Alexion. As publicly stated during 2019, the Board is focused on delivering long-term shareholder value by advancing our mission of developing and delivering transformative medicines for people with rare diseases. The following is a summary of the characteristics of our Board that positions them to deliver shareholder value:
Nine of our 10 directors have years of C-suite level experience, with 6 current or former CEOs;
Eight of 10 directors have experience working for pharmaceutical or biopharmaceutical companies (and the final two directors are: an investment advisor focused on investments in life science and biotechnology companies and a former human resources executive who brings critical insight and experience to the design of our executive compensation program);

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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All 10 directors have experience acquiring and/or divesting businesses and technologies and evaluating strategic corporate decisions; and
All directors bring unique specialties to the Board, including biotech/pharmaceuticals investing experience, quality and manufacturing, human resources, compensation design and implementation, legal and compliance, public accounting expertise, medical research and product research and development.
 
Felix J. Baker
 
 
Age: 51
 
Dr. Baker is Co-Managing Member of Baker Bros. Advisors LP, an investment advisor focused on investments in life science and biotechnology companies. Dr. Baker and his brother, Julian Baker, started their fund management careers in 1994 when they co-founded a biotechnology investing partnership with the Tisch Family. In 2000, they founded Baker Bros. Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school.
Alexion Director Since: 2015
 
Committee Memberships: Nominating and Corporate Governance, Science and Innovation (Chair)
 
Other Public Company Directorships
 
Current: Seattle Genetics, Inc., Kodiak Sciences, Inc., Kiniksa Pharmaceuticals, LTD.
 
Past 5 Years: Synageva BioPharma Corp.
 
 
 
Qualifications
 
n    Broad experience serving as both a director and investor of biotechnology companies providing a strategic perspective of the industry
 
n    Extensive experience evaluating and developing strategic business plans in the biotechnology industry
 
n    Deep transaction experience in the biotechnology industry providing tremendous value in evaluating external opportunities

 
 
n    Significant industry and product development knowledge from a more than 25 year career investing in biotechnology companies

 
 

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
13



David R. Brennan, Chairman of the Board
 
 
Age: 66
 
Mr. Brennan served as Interim Chief Executive Officer of Alexion from December 11, 2016 to March 27, 2017. From 2006 to 2012, he was Chief Executive Officer and Executive Director of AstraZeneca PLC, one of the world’s largest pharmaceutical companies. Mr. Brennan worked for Astra Merck, Astra, and AstraZeneca in increasing roles of responsibility from 1992 through 2012, including as Executive Vice President of North America from 2001 to 2006, and as Senior Vice President of Commercialization and Portfolio Management from 1999 to 2001. Prior to the merger of Astra AB and Zeneca Plc, he served as Senior Vice President of Business Planning and Development of Astra Pharmaceuticals LP, the American subsidiary of Astra AB. Mr. Brennan began his career at Merck and Co. Inc., where he rose from Sales Representative in the U.S. Division to General Manager of Chibret International, a French subsidiary of Merck. He received a BA in business administration from Gettysburg College, where he is the Chairman of the Board of Trustees.
Alexion Director Since: 2014
 
Committee Memberships: Leadership and Compensation, Nominating and Corporate Governance
 
Other Public Company Directorships
 
Current: Insmed Incorporated
 
Past 5 Years: Innocoll Holdings plc
 
 
 
Qualifications
 
n    Extensive experience as an executive leader in the pharmaceutical industry, serving as chief executive officer of one of the largest multinational pharmaceutical companies in the world
 
n    Significant industry and regulatory knowledge from a more than 39 year career in the pharmaceutical industry and serving as a director on multiple public company and industry trade group boards
 
n    Extensive experience evaluating and developing complex strategic business plans
 
n    Brings valued operational perspectives to the Board on matters of talent recruiting and development, executive compensation, benefits and leadership
 
n    Extensive global and M&A experience
 

Christopher J. Coughlin
 
 
Age: 67
 
Mr. Coughlin served as Advisor to the Chairman and CEO of Tyco International Ltd., a global provider of diversified products, services and industries, from 2010 to 2012, and as Executive Vice President and Chief Financial Officer of Tyco from 2005 to 2010, during a period of significant international growth and restructuring. Mr. Coughlin previously served at the Interpublic Group of Companies, Inc. as Executive Vice President, Chief Operating Officer from 2003 to 2004. From 1998 to 2003, he served as Executive Vice President and Chief Financial Officer of Pharmacia Corporation. From 1997 to1998, he was President, International at Nabisco Group Holdings and from 1996 to 1997 was Executive Vice President and Chief Financial Officer of Nabisco. From 1981 to 1996, Mr. Coughlin held various positions with Sterling Winthrop Incorporated, including Chief Financial Officer. Mr. Coughlin received a BS in accounting from Boston College. Mr. Coughlin is an audit committee financial expert.
Alexion Director Since: 2014
 
Committee Memberships: Audit and Finance (Chair), Leadership and Compensation
 
Other Public Company Directorships
 
Current: Allergan plc, Prestige Consumer Healthcare Inc.
 
Past 5 Years: Covidien Ltd., Dun & Bradstreet Corp., Dipexium Pharmaceuticals, Forest Laboratories, Hologic Inc.
 
 
 
Qualifications
 
n    Extensive experience in complex financial and accounting matters, including public accounting and reporting
 
n    Extensive experience evaluating and developing strategic goals for global organizations
 
n    Broad experience serving on public international and domestic company boards provides valued perspective on corporate governance and financial matters
 
n    Extensive operational experience managing complex global organizations
 

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
14



Deborah Dunsire
 
 
Age: 57
 
Since September 1, 2018, Dr. Dunsire has served as President and Chief Executive Officer of H. Lundbeck A/S. From 2005 to 2013, Dr. Dunsire served as President and Chief Executive Officer of Millennium Pharmaceuticals, Inc., where she led the transformation of the company into a biotechnology industry leader. Prior to Millennium, which became Takeda Oncology, Dr. Dunsire led the Novartis North America Oncology Business through a period of significant growth during her 10-year tenure. She also previously served as President and Chief Executive Officer of FORUM Pharmaceuticals and in a variety of Research and Development and Commercial positions with Sandoz AG. From January 2017 until March 2017, Dr. Dunsire served as President and Chief Executive Officer of XTuit Pharmaceuticals, Inc., a privately held biopharmaceutical company developing novel therapeutics. Dr. Dunsire received her medical degree from the University of Witwatersrand, Johannesburg, South Africa.
Alexion Director Since: 2018
 
Committee Memberships: Science and Innovation, Leadership and Compensation
 
Other Public Company Directorships
 
Current: Ultragenyx Pharmaceutical, Inc.
 
Past 5 Years: Allergan Inc., Takeda Pharmaceuticals, Inc.
 
 
 
Qualifications
 
n    More than thirty years of experience in the biopharmaceutical industry
 
n    Brings value to the Board through experience as a chief executive officer of innovative companies focused on drug research and development
 
n    Extensive experience leading complex drug discovery, development and commercialization organizations
 
n   Possesses deep scientific and medical expertise
    
 
Paul Friedman
 
 
Age: 77
 
Since July 2016, Dr. Friedman has served as Chairman of the Board of Directors and Chief Executive Officer of Madrigal Pharmaceuticals. Dr. Friedman served as the CEO and a Director of Incyte Corporation from November 2001 until his retirement in January 2014. He served as President of Research & Development for the DuPont-Merck Pharmaceutical Company, and also as President of DuPont Pharmaceuticals Research Laboratories, a wholly owned subsidiary of the DuPont Company. He has also held executive and R&D positions with DuPont Pharmaceuticals Research Laboratories, Merck Research Laboratories, and Merck Sharp & Dohme Corporation. Prior to his tenures at Merck and DuPont, Dr. Friedman was an Associate Professor of Medicine and Pharmacology at Harvard Medical School. Dr. Friedman is a diplomat of the American Board of Internal Medicine and a member of the American Society of Clinical Investigation. Dr. Friedman received his A.B. in Biology from Princeton University and his M.D. from Harvard Medical School.

Alexion Director Since: 2017
 
Committee Memberships: Nominating and Corporate Governance, Science and Innovation
 
Other Public Company Directorships
 
Current: Incyte Corporation, Madrigal Pharmaceuticals, Inc.
 
Past 5 Years: Cerulean Pharmaceuticals, Inc., Synta Pharmaceuticals, Inc., Verastem Pharmaceuticals
 
 
 
Qualifications
 
n    More than 40 years of experience in the biopharmaceutical industry
 
n    Deep experience in research and both early and late stage clinical development
 
n    Extensive experience building and leading R&D organizations, expanding company pipelines of assets, and overseeing the commercial development of innovative therapeutic products across a range of areas
 
n    Brings valuable perspectives to the Board as a chief executive officer in the biopharmaceutical industry
 

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
15



Ludwig N. Hantson
 
 
Age: 57
 
Dr. Hantson became Chief Executive Officer of Alexion on March 27, 2017. Prior to joining Alexion, Dr. Hantson was President and Chief Executive Officer of Baxalta Incorporated. He led Baxalta’s successful spin-off as a public company from Baxter International Inc. in July 2015 where he was President of Baxter BioScience. He joined Baxter in May 2010 and established the BioScience division as an innovative specialty and rare disease company with a pipeline of 25 new product candidates, and 13 product launches. Prior to Baxter, from 2001 to 2010, Dr. Hantson held several leadership roles at Novartis AG, including CEO of Pharma North America, CEO of Europe, and President of Pharma Canada. Prior to Novartis, Dr. Hantson spent 13 years with Johnson & Johnson in roles of increasing responsibility in marketing and research and development. Dr. Hantson received his Ph.D. in motor rehabilitation and physical therapy, Master’s degree in physical education, and a certification in high secondary education, all from the University of Louvain in Belgium.

Alexion Director Since: 2017
 
Committee Memberships: None
 
Other Public Company Directorships
 
Current: Hologic, Inc.
 
Past 5 Years: Baxalta Incorporated, Baxter International Inc.
 
 
 
Qualifications
 
n    More than 30 years of experience in the biopharmaceutical industry
 
n    Extensive experience as an executive leading global, innovative organizations
 
n    Deep development, regulatory and commercial experience in the biopharmaceutical industry
 
n    Chief Executive Officer of Alexion
 
John T. Mollen
 
 
Age: 69
 
Mr. Mollen served as Executive Vice President, Human Resources of EMC Corporation from May 2006 until his retirement in February 2014, including two years as special advisor to the President. He joined EMC as Senior Vice President, Human Resources in September 1999. Prior to joining EMC, Mr. Mollen was Senior Vice President of Human Resources with Citigroup Inc., a financial services company, from July 1997 to September 1999. Prior to Citigroup, he held a number of positions of increasing responsibility with Harris Corp., an international communications and technology company, including Vice President of Administration. Mr. Mollen serves as a director for a number of not-for-profit and professional boards, including the New England Healthcare Institute, the HR Policy Association, and the Center on Executive Compensation, and is an advisory board member for Working Mother magazine, and he is Chairman of the Board of Trustees of Worcester Polytechnic Institute. Mr. Mollen received a B.A. in Economics from St. John Fisher College, and a Master's degree in Labor Relations from St. Francis College in Pennsylvania.
Alexion Director Since: 2014
 
Committee Memberships: Audit and Finance, Leadership and Compensation (Chair)
 
Other Public Company Directorships
 
Current: None
 
Past 5 Years: None
 
 
 
Qualifications
 
n    Significant experience in executive compensation policy and administration
 
n    More than 30 years as chief human resources senior executive
 
n    Extensive operational experience leading human resource function for large, public, complex, global organizations, including a Fortune 200 company
 
n    Brings valued operational perspectives to the Board on matters of talent recruiting and development, executive compensation, benefits and leadership
 
n    Extensive global and deep M&A experience
 

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
16



Francois Nader
 
 
Age: 63
 
Dr. Nader served as President, Chief Executive Officer, and Executive Director of NPS Pharma, a global biotechnology company that was focused on delivering innovative therapies to patients with rare diseases, from 2008 to 2015. Prior to NPS, Dr. Nader was a venture partner at Care Capital, a venture capital firm. He previously served on the North America Leadership Team of Aventis Pharma and its predecessor companies, holding a number of executive positions in integrated healthcare markets and medical and regulatory affairs. He also led global commercial operations at the Pasteur Vaccines division of Rhone-Poulenc. Dr. Nader earned his French Doctorate in Medicine from St. Joseph University in Lebanon and a physician executive MBA from the University of Tennessee. Dr. Nader is an audit committee financial expert.

Alexion Director Since: 2017
 
Committee Memberships: Audit and Finance, Science and Innovation
 
Other Public Company Directorships
 
Current: Acceleron Pharma, Inc., Moderna, Inc., Prevail Therapeutics Inc.
 
Past 5 Years: Clementia Pharmaceuticals, Inc., Advanced Accelerator Applications, Inc., Baxalta Incorporated, NPS Pharmaceuticals, Inc., Trevena, Inc.
 
 
 
Qualifications
 
n    Extensive experience in the biopharmaceutical industry
 
n    Broad experience with organizations focused on developing and launching rare disease therapies
 
n    Experienced biopharmaceutical chief executive officer with strong background across both commercial and R&D functions
 
n    Deep experience investing in biotechnology companies providing valuable insight in evaluating internal development product initiatives and external opportunities

 
Judith Reinsdorf
 
 
Age: 56
 
Ms. Reinsdorf previously served as Executive Vice President and General Counsel of Johnson Controls International, a global leader in building products and technology and integrated solutions from September 2016 to November 2017, following its merger with Tyco International, where she served as Executive Vice President and General Counsel from March 2007 until September 2016. Prior to Johnson Controls, Ms. Reinsdorf served as Vice President, General Counsel and Secretary of C. R. Bard, Inc., as Vice President and Corporate Secretary of Tyco, as Vice President and Associate General Counsel of Pharmacia Corporation, and as Assistant General Counsel and Chief Legal Counsel, Corporate, at Monsanto Company. Ms. Reinsdorf earned her bachelor’s degree from the University of Rochester and her J.D. from Cornell Law School.

Alexion Director Since: 2018
 
Committee Memberships: Audit and Finance, Nominating and Corporate Governance (Chair)
 
Other Public Company Directorships
 
Current: None
 
Past 5 Years: Dun & Bradstreet Corp.
 
 
 
Qualifications
 
n    Brings strong corporate governance, compliance and legal expertise to the Board
 
n    Broad experience in global compliance, strategic planning, data privacy, and regulatory matters
 
n    Extensive experience leading legal functions at large U.S. public companies with global operations and in regulated industries
 
n    Extensive global and deep M&A experience
 

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
17



Andreas Rummelt
 
 
Age: 63
 
Dr. Rummelt has served as the Chief Executive Officer of InterPharmaLink AG, a management consulting firm focused on advising companies in the healthcare industry, since January 2011. From December 2008 until January 2010, Dr. Rummelt was Group Head of Quality Assurance and Technical Operations at Novartis. He had been a member of the Executive Committee of Novartis from January 2006 until his resignation in January 2010. He joined Sandoz Pharma Ltd. in 1985 and held various positions of increasing responsibility in pharma development. In 1994, he was appointed Head of Worldwide Technical Research and Development, a position he retained following the merger that created Novartis in 1996. From 1999 to 2004, Dr. Rummelt served as Head of Technical Operations of the Novartis Pharmaceuticals Division and from 2004 to 2008 as Global CEO of Sandoz. Dr. Rummelt graduated with a Ph.D. in pharmaceutical sciences from the University of Erlangen-Nuernberg, Germany.
Alexion Director Since: 2010
 
Committee Memberships: Nominating and Corporate Governance, Science and Innovation
 
Other Public Company Directorships
 
Current: None
 
Past 5 Years: None
 
 
 
Qualifications
 
n    More than 25 years in the areas of pharmaceutical manufacturing, quality and technical development, providing an important perspective to the Board and to management
 
n    More than 20 years in executive management positions in the pharmaceutical industry, including as a chief executive officer and as a senior executive of a large, multinational pharmaceutical company
 
n    Possesses a broad understanding of international business operations, particularly with respect to manufacturing, quality and technical matters
 
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a global biopharmaceutical company. Each director is individually qualified to make unique and substantial contributions to our Board based upon the experience, knowledge and skills that they have obtained in the course of their extensive careers. Collectively, our directors’ diverse viewpoints and independent mindedness enhance the quality and effectiveness of Board deliberations and decision making and, as evidenced in the matrix below, there are numerous important views and perspectives that are represented in our Board deliberations and decisions. Our Board is a dynamic group, providing an appropriate balance of executive, financial and regulatory knowledge that are necessary for oversight of a global biopharmaceutical company. The lack of a mark in any particular area does not necessarily signify a director's lack of qualification or experience in such area. This blend of qualifications, attributes, tenure and independence results in highly effective leadership and is summarized below.


2019 Proxy Statement Alexion Pharmaceuticals, Inc.
18



 
Brennan
Baker
Coughlin
Dunsire
Friedman
Hantson
Mollen
Nader
Reinsdorf
Rummelt
SKILLS AND EXPERIENCE
 
 
 
 
 
 
 
 
 
 
C-Level Leadership at a Public Company
ü

 
ü

ü

ü

ü

ü

ü

ü

ü

Public Company Board Experience
ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Global Business Experience
ü

ü

ü

ü

ü

ü

ü

ü

 
ü

Pharmaceutical/Biopharmaceutical Industry
ü


ü

ü

ü

ü


ü

 
ü

ü

ü

Investment/Portfolio Management/Venture Capital
 
ü

 
 
 
 
 
ü

 
 
Accounting/Financial Reporting Expertise
 
 
ü

 
 
 
 
ü

 
 
Finance/Capital Management and Allocation
 
ü

ü

 
 
ü

 
ü


 
 
Manufacturing/Quality/Assurance
 
 
 
ü

 
ü

 
 
 
ü

Compensation/Talent Management/Human Resources
ü

 
ü

ü
 
ü

ü

ü

 
 
Government Affairs/Public Policy
ü
 
ü

ü
 
 
ü

 
ü
 
Research/Academic Experience
 
ü
 
 
ü


ü

 
 
 
ü

Product Development Experience
 
 
 
ü

ü


ü

 
ü

 
ü

Corporate Social Responsibility/Sustainability/Environmental
 
 
 
ü

 
ü

 
 
ü

 
PhD/MD/Medical training, education or background
 
ü

 
ü

ü


ü

 
ü

 
ü

Corporate Governance/Legal
ü

 
 
ü

 
 
ü

ü

ü

 
Shareholder Relations
ü

ü

ü

ü

ü


ü

 
ü

 
ü

Regulatory/FDA
 
ü


ü

ü
 
ü

 
ü

ü

 
M&A/Technology Acquisition
ü

ü

ü

ü

ü


ü

ü

ü

ü

ü

Business Ethics/Compliance
 
 
ü

 
 
ü

 
 
ü

 
Enterprise Risk Management
ü

 
ü

ü

 
ü

 
ü

ü

ü

DIVERSITY
 
 
 
 
 
 
 
 
 
 
Gender
Male
Male
Male
Female
Male
Male
Male
Male
Female
Male
Ethnicity
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
White/Caucasian
Age
66
51
67
57
77
57
69
63
56
63
TENURE
 
 
 
 
 
 
 
 
 
 
Years on Board (as of May 13, 2020)
6
5
6
2
3
3
6
3
2
10
INDEPENDENCE
 
 
 
 
 
 
 
 
 
 
Director is independent under Securities and Exchange Commission and NASDAQ Marketplace Rules
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes



2019 Proxy Statement Alexion Pharmaceuticals, Inc.
19



Strategic Transactional Expertise at the Board Level
As noted above, the members of our Board possess a broad and diverse range of viewpoints, backgrounds, skills, experience and expertise that have been integral to Alexion’s strong performance and to achieving sustainable value creation in the short, medium and long term. Members of our Board bring to Alexion extensive experience advising companies, at the management and board level, and in a broad range of strategic and transactional matters. Our Board’s collective knowledge of corporate strategy and operations is a valuable resource for Alexion. Listed below is an overview of each Board member’s deal experience (companies highlighted in bold denote entities where the director served on the board and/or management at the time of the transaction):
David Brennan - Chairman
Sell-Side
GlaxoSmithKlein plc’s acquisition of AstraZeneca plc’s OTC products (2009)
Gurnet Point Capital’s acquisition of Innocoll Holdings plc (2017)

Buy-Side
AstraZeneca plc’s acquisitions of Cambridge Antibody Technology (2006), MedImmune (2007) and Novexel SA (2009)
MedImmune LLC’s acquisitions of AlphaCore Pharma LLC (2013), Amplimmune, Inc. (2013) AZ and Spirogen Ltd. (2013), Allozyne, Inc. (2014) and Definiens AG (2014)

Andreas Rummelt - Director
Sell-Side
Nordic Capital and Avista Capital Holding’s acquisition of a majority stake in Acino Holding AG (2013)
Rentschler Biotechnologie GmbH‘s acquisition of a minority stake in LeukoCare AG (2017)
Novo A/S’s acquisition of Xellia Pharmaceuticals AS (2013)
Eurofins Group acquisition of Selcia Ltd. (2017)
Zentiva Group’s acquisition of the central and eastern European business of Alvogen (2019)

Buy-Side
Novartis AG’s acquisition of Hexal AG and Eon Labs (2005)
Sandoz AG’s acquisition of Ebewe (2009)
CVC Capital Partner’s and Temasek’s acquisition of Alvogen (2015) (supported by InterPharmaLink AG)
Alvogen’s acquisition of County Line Pharmaceuticals (2016)

Christopher J. Coughlin - Director
Sell-Side
Abbvie, Inc’s pending acquisition of Allergan plc (2019)
Pfizer Inc.’s proposed acquisition of Allergan plc (2016)
Medtronic, Inc.’s acquisition of Covidien plc (2015)
Actavis plc’s acquisition of Forest Laboratories, Inc. (2014)
Pharmacia Corporation’s spin-off of Monsanto Company (2002)
Pharmacia's sale of a stake in Amersham Biosciences (2001)
Sanofi Group’s acquisition of Sterling Winthrop’s prescription drug business (1994)
Smithkline Beecham’s acquisition of Sterling Winthrop’s over-the-counter medicine’s business (1994)
Tyco International Ltd.’s sale of Tyco’s A&E Products Group to Apollo Global Management (2005)
Separation of Tyco International Ltd. (2012)


2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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Buy-Side
Actavis plc’s acquisition of Allergan plc (2015)
Allergan plc’s acquisitions of ForSight VISION5, Inc. (2016), LifeCell Corp. (2016), Motus Therapeutics, Inc. (2016), Tobira Therapeutics, Inc.(2016), Vitae Pharmaceuticals Inc. (2016), RetroSense Therapeutics LLC (2016), ZELTIQ Aesthetics, Inc. (2017), Bonti, Inc. (2018), Chase Pharmaceuticals Corp. (2018), Elastagen Pty Ltd. (2018)
Covidien plc’s acquisitions of Somanetics Corp. (2010), BÂRRX Medical, Inc. (2011), superDimension Ltd. (2012), CV Ingenuity Corp. (2012), Oridion Systems Ltd. (2012), Newport Medical Instruments, Inc. (2012), ev3, Inc. (2010) and Given Imaging Ltd. (2013), New Wave Surgical Corp. (2014)
Forest Laboratories, Inc.’s acquisition of Furiex Pharmaceuticals, Inc. (2014) and Aptalis Holdings, Inc. (2014)
Pharmacia’s acquisition of Sugen Inc. (1999)
Pharmacia’s merger with Monsanto Co. (2000)
Tyco International Inc.’s acquisition of Broadview Security (2010)

Deborah Dunsire - Director
Sell-Side
Actavis plc’s acquisition of Allergan plc (2015)
Valeant Pharmaceuticals/Pershing Square’s attempted acquisition of Allergan plc (2014)
Millennium Pharmaceuticals, Inc. performs market check in response to an unsolicited bid and decision made not to sell the company (2006)
Takeda Pharmaceutical Co. Ltd.’s acquisition of Millenium Pharmaceuticals, Inc. (2008)

Buy-Side
Allergan plc’s acquisitions of MAP Pharmaceuticals, Inc. (2011), Vicept Therapeutics, Inc. (2011) and SkinMedica, Inc. (2012)
Allergan plc’s proposed acquisition of Salix Pharmaceuticals Ltd. (2014)
H. Lundbeck A/S’s acquisitions of Abide Therapeutics, Inc. (2019) and Alder Biopharmaceuticals, Inc. (2019)
Millennium Pharmaceuticals, Inc. proposed “white knight” acquisition of AnorMED, Inc. 2006)
Takeda Pharmaceutical Co. Ltd.’s acquisition of Nycomed (2011) and Intellikine (2011)
Ultragenyx Pharmaceutical, Inc.’s acquisition of Dimension Therapeutics, Inc. (2017)

Felix J. Baker - Director
Sell-Side
AstraZeneca plc’s acquisition of Ardea Biosciences, Inc. (2012)
EXACT Sciences Corp.’s acquisition of Genomic Health, Inc. (2019)
Alexion Pharmaceutical, Inc.’s acquisition of Synageva BioPharma Corp. (2015)
Genzyme Corp.’s acquisition of AnorMED, Inc. (2006)

Buy-Side
Seattle Genetics, Inc.’s acquisition of Cascadian Therapeutics, Inc. (2018)

Francois Nader - Director
Sell-Side
Novartis AG’s acquisition of Advanced Accelerator Applications, SA (2018)
Ipsen Biopharmaceuticals’ acquisition of Clementia Pharmaceuticals Inc. (2019)
Shire plc’s acquisition of Baxalta, Inc. (2016)
Silicon Valley Bank’s acquisition of Leerink Holdings LLC (2018)
Hisamitsu Pharmaceutical Co., Inc.’s acquisition of Noven Pharmaceuticals, Inc. (2009)
Shire plc’s acquisition of NPS Pharmaceuticals, Inc. (2015)

Buy-Side

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
21



Baxalta, Inc’s acquisition of Sigma Tau Finanziaria SpA’s Oncaspar Portfolio (2015)

John T. Mollen - Director
Sell-Side
Dell Inc.’s acquisition of EMC Corp. (2015)

Buy-Side
EMC Corp.’s acquisition of Data General (2002), Documentum (2003), VMware, Inc. (2004), RSA Security (2006), Data Domain, Inc. (2009), Greenplum (2010), Pivotal Labs (2012)

Judith A. Reinsdorf - Director
Sell-Side
Thomas H. Lee Partners LP’s acquisition of Dun & Bradstreet Corp. (2018)
Tyco International plc’s acquisition of Johnson Controls, Inc. (2016)
Johnson Controls, Inc. sale of Scott Safety to 3M Co. (2017)
Pfizer Inc.’s acquisition of Pharmacia Corporation (2003)
Tyco International Inc.’s spin-off of ADT Corp. (2012)

Buy-Side
Dun & Bradstreet Corp.’s acquisitions of NetProspex, Inc. (2015) and Avention, Inc. (2017)
Pharmacia’s merger with Monsanto Co. (2000)
Tyco International Inc.’s acquisition of Broadview Security (2010)
Tyco International Inc.’s merger of Tyco Flow Control business into Pentair Ltd. (via reverse Morris trust) (2012)

Ludwig Hantson - Chief Executive Officer and Director
Sell-Side
Shire plc’s acquisition of Baxalta, Inc. (2016)
Baxter International Inc.’s spin off of Baxalta Inc. (2015)
Hologic Inc.’s divestiture of its Cynosure medical aesthetics business (2019)

Buy-Side
Baxter International Inc.’s acquisitions of Archemix Corp. (2010), Baxa Corp. (2011), Prism Pharmaceuticals, Inc. (2011), Gambro AB (2012), AesRX LLC (2014), Chatham Therapeutics LLC (2014), SuppreMol GmbH (2015), Sigma-Tau Pharma Ltd. (2015)
Baxalta Inc.’s acquisition of Sigma Tau Finanziaria SpA’s Oncaspar Portfolio (2015)
Hologic, Inc.’s acquisition of a minority stake in SuperSonic Imagine (2019)
Novartis International AG’s acquisition of Alcon Laboratories, Inc. (2008)

Paul A. Friedman - Director
Sell-Side
Endo International plc’s acquisition of Auxilium Pharmaceuticals LLC (2014)
Warburg Pincus’s acquisition of Bausch & Lomb, Inc. (2007)
Actavis plc’s acquisition of Durata Therapeutics, Inc. (2014)

Buy-Side
Auxilium Pharmaceuticals LLC’s acquisition of Actient Pharmaceuticals LLC (2013)
Synta Pharmaceuticals Corp.’s acquisition of Madrigal Pharmaceuticals, Inc. (2016)


Rooney Rule for Filling Board Vacancies

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The Nominating and Corporate Governance Committee has developed criteria to select director nominees whose attributes it believes would be most beneficial to Alexion considering the composition of the Board, the degree to which such nominee will enhance its effectiveness, and the long term interests of the shareholders. The Board is committed to a diversified membership and will strive to obtain diverse qualified candidates for consideration. In order to advance its efforts to promote a diverse set of directors, in 2019, the Nominating and Corporate Governance Committee agreed to include for the purpose of filling any vacancy, and have any search firm that it engages include, gender and ethnically diverse candidates in the pool from which the Committee recommends director candidates.
Overboarding Provisions
In 2018, based on shareholder feedback and our own review, the Board of Directors amended the Corporate Governance Guidelines to provide that directors should not serve on more than five boards of directors of public companies (including the Alexion Board). These Corporate Governance Guidelines further provide that the CEO of Alexion should not serve on more than one additional board of directors of a public company (which board is in addition to the Alexion Board).
These overboarding provisions are consistent with (or more stringent) than those established by leading proxy advisory firms ISS and Glass Lewis. Each of our 10 directors is in compliance with the overboarding provisions established by ISS and Glass Lewis and the overboarding provisions set forth in the Corporate Governance Guidelines.
Meetings and Committees
During the year ended December 31, 2019, the Board of Directors held 11 meetings. No director attended fewer than 75% of the total number of meetings of the Board and the committees of the Board on which he or she served. Members of the Board of Directors are expected to attend and be present at the annual shareholders meeting and all incumbent directors attended the 2019 Annual Meeting.
The Board of Directors has determined that nine of the ten nominees (Dr. Baker, Mr. Brennan, Mr. Coughlin, Dr. Dunsire, Dr. Friedman, Mr. Mollen, Dr. Nader, Ms. Reinsdorf, and Dr. Rummelt) are "independent directors" as that term is defined under the Nasdaq Stock Market Listing Standards and the SEC rules and regulations. Dr. Hantson, a director and our Chief Executive Officer, is the only Board member who is not independent. In 2019, the Board of Directors met several times in executive session where only the independent directors were present without any members of Alexion's executive team. The standing Board committees also meet in executive session periodically.
Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.
Our Board of Directors has four standing committees. A description of each standing committee is provided below. Each committee operates pursuant to a charter that has been approved and adopted by our Board of Directors, each of which are reviewed on an annual basis by the applicable committee and the Board of Directors. Each committee charter is posted on our website, www.alexion.com, under the “Corporate Governance” subsection of the “Investors” section. In addition, the Board of Directors

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reviews the membership of each committee on an annual basis, and more frequently as needed, in order to make sure that the legal and regulatory requirements related to committee composition are complied with and that the appropriate set of skills and viewpoints are being brought to the deliberations and decisions of each committee.
All members of each standing committee are independent.
Audit and Finance
The Audit and Finance Committee provides oversight of: the integrity of the Company’s financial statements,
compliance with the Ethics and Compliance Program, including the Code of Business Conduct, the Company’s enterprise risk management program, the accounting and financial reporting processes, including audits of the Company’s financial statements, the Company’s internal controls, the independence and qualifications and performance of the Company’s independent registered public accounting firm, the performance of the Company’s internal audit function, and other finance-related matters including but not limited to the Company’s tax strategy, capital structure and financing strategy and significant capital investments. The Audit and Finance Committee reviews the internal accounting procedures of Alexion, consults with our independent registered public accounting firm and reviews the services provided by the independent registered public accounting firm. Our Board of Directors has determined that Mr. Coughlin and Dr. Nader are each an "audit committee financial expert" as that term is defined under the Nasdaq Stock Market Listing Standards and the SEC rules and regulations.
Current Members (all independent):
Mr. Coughlin (Chair)
Mr. Mollen
Dr. Nader
Ms. Reinsdorf
 
 
No. of Meetings during 2019:
9
 
Charter:
http://qas.alexion.com/documents/audit_finance_Comm_charter
Leadership and Compensation
The Leadership and Compensation Committee assists the Board in oversight and risk evaluation for executive level talent management and succession planning, determines and approves compensation of our chief executive officer and all other executive officers, and administers our equity compensation and incentive plans, policies and programs. For more information on the responsibilities and activities of the Leadership and Compensation Committee, including the committee's processes for determining executive compensation, see the Compensation Discussion and Analysis below in this proxy statement.
Current Members (all independent):
Mr. Mollen (Chair)
Mr. Brennan
Mr. Coughlin
Dr. Dunsire
 
 
No. of Meetings during 2019:
4
 
 
Charter:
http://qas.alexion.com/documents/leadership_comp_comm_charter


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Nominating and Corporate Governance
The Nominating and Corporate Governance Committee (i) assists the Board in its selection of individuals as nominees for election to the Board at meetings of the Company’s shareholders and to fill any vacancies or newly created directorships on the Board, (ii) assists the Board in its oversight of the corporate governance of the Company and its subsidiaries, (iii) leads the Board in its annual review of the Board and Committee performance, and (iv) assists in the development of and recommends to the Board policies and management systems with respect to environmental, health, safety and social responsibility matters. The Nominating and Corporate Governance Committee also makes recommendations regarding Board committee membership. The Committee further oversees risks related to director independence, board succession and corporate governance and oversees Alexion's corporate social responsibility program and corporate political activity and spending.
Current Members (all independent):
Ms. Reinsdorf (Chair)
Dr. Baker
Mr. Brennan
Dr. Friedman
Dr. Rummelt
 
No. of Meetings during 2019:
4
 
Charter:
http://qas.alexion.com/documents/nom_corp_gov_comm_charter

Science and Innovation
The Science and Innovation Committee's primary function is to assist the Board in the general oversight of the scientific and technical aspects of the Company’s business. The Committee also provides leadership and oversight concerning the research, development, technology and intellectual property aspects of Alexion's business. The Committee serves as a resource and provides feedback to the Company and the Board concerning the research, development and technology ("R&D") aspects of the Company’s business.

Current Members (all independent):
Dr. Baker (Chair)
Dr. Dunsire
Dr. Friedman
Dr. Nader
Dr. Rummelt
 
No. of Meetings during 2019:
6
 
 
Charter:
http://qas.alexion.com/documents/science_innov_comm_charter




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Corporate Governance
We strive to maintain strong corporate governance policies and practices that protect and enhance accountability for the benefit of Alexion and all of Alexion's shareholders. We regularly review and continually refine our governance practices and policies to align with evolving practices and issues raised by our shareholders and other stakeholders. We believe that our corporate governance structure, with its strong emphasis on Board independence and strong Board and committee involvement, provides robust independent oversight of management, enterprise risk and corporate operations.
Corporate Governance Guidelines
Our Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to shareholders and increasing short- and long-term shareholder value. The Board has adopted Corporate Governance Guidelines and relies on the guidelines to provide that framework. The guidelines are not absolute rules and can be modified to reflect changes in Alexion's organization, risk profile or business environment. The Nominating and Corporate Governance Committee and the Board review the guidelines on an annual basis and if necessary, modify the guidelines to reflect current good governance practices and policies. Our Corporate Governance Guidelines provide that a director can only serve on five public company boards of directors (service on the Alexion Board is to be included when making this calculation). The foregoing limitation is consistent with the proxy voting guidelines of ISS, a leading proxy advisory firm. Further, this amendment to the Corporate Governance Guidelines provides that the Chief Executive Officer of Alexion should not serve on more than one additional Board of Directors of a public company in addition to the Alexion Board. This standard is more stringent than that set forth in the proxy voting guidelines of ISS. As of the date of this Proxy Statement, all of our directors were in compliance with our "overboarding" policy.
Alexion's Corporate Governance Guidelines, the charters of the committees of our Board and our Code of Ethics and Business Conduct described below may be found in the Corporate Governance section of the Investors section of our website at www.alexion.com or in print upon written request to ATTN: Investor Relations, Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, MA 02210.
Shareholder Engagement and Outreach
We believe that a necessary part of an effective corporate governance includes on-going and active engagement with our shareholders. We value the views of our shareholders and other stakeholders, and we communicate with them regularly and solicit input on a number of topics such as business strategy, capital allocation, corporate performance, enhancing long-term shareholder value, corporate governance, and executive compensation. At the direction of the Board of Directors, we have instituted an on-going shareholder outreach initiative, which has targeted holders of more than 50% of our outstanding shares, in order to obtain feedback from our shareholders on any issues of importance to them. Among the issues that shareholders have addressed in connection with this outreach are: corporate performance, board composition, executive compensation, our compliance program, gender and ethnic diversity of the board, the executive team and employee base, corporate governance, corporate social responsibility (CSR) efforts and reporting, and environmental and sustainability issues, among others. This input has been valuable and helps to frame discussions with our executives and the Board. In addition, feedback from shareholders has led to adoption of new practices, for example, we are introducing our first Corporate Social Responsibility Report in 2020, adoption of a political

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contribution policy and disclosure and the inclusion in our proxy statement of a director skills matrix. Following the introduction of the Policy on Political Contributions and Lobbying Activity (and political contributions disclosure), we recorded an 80% point increase in our 2019 CPA-Zicklin Index score for corporate spending transparency and accountability.

Independent Directors and Shareholder Engagement
Since our 2019 Annual Meeting, our independent directors have played an increasing and direct role in the shareholder engagement initiatives by engaging directly with investors. This allows our directors to hear directly from the shareholder base on issues of importance and also allows shareholders to understand the views that our Board has on a wide range of issues.
We remain committed to investing time with our shareholders to increase transparency and better understand our shareholder base and their perspectives. The Board recognizes that shareholder input is critical to implementing strategies and policies that will build long-term shareholder value.
Corporate Governance Facts
This section describes key facts about our corporate governance policies and practices that we have adopted.

Process for Selecting Nominees and Shareholder Nominations
The Nominating and Corporate Governance Committee considers candidates for Board membership recommended by: Nominating and Corporate Governance Committee members and other Board members; our executives; our shareholders; third party search firms; and any other appropriate sources. If a shareholder submits a nominee, the Nominating and Corporate Governance Committee will evaluate the qualifications of such shareholder nominee using the same selection criteria the committee uses to evaluate other potential nominees.
Our By-laws contain provisions addressing the process by which a shareholder may recommend a person for consideration as a nominee for director at an annual meeting. A shareholder must give timely notice of the nomination in proper form, including a completed and signed questionnaire, representation and agreement required by Alexion's By-laws and timely updates and supplements relating to the nomination.
Shareholder Nominations Not for Inclusion in Alexion's Proxy Statement. To nominate a director for consideration at an annual meeting, a nominating shareholder must provide the information required by our By-Laws and give timely notice of the nomination to our Corporate Secretary in accordance with our By-Laws, and each nominee must meet the qualifications required by our By-Laws. To be timely, assuming the date of the 2021 Annual Meeting is not more than 30 days before or more than 60 days after the anniversary of the 2020 Annual Meeting, a shareholder’s notice and recommendation must be received no earlier than the close of business on November 26, 2020, and not later than the close of business on December 26, 2020. In addition, to be considered timely, a shareholder’s notice must further be updated and supplemented, if necessary, so that the information provided or required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement must be delivered to our Corporate Secretary at our principal executive offices not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior

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to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof.
Our By-Laws provide that a shareholder's advance notice of a nomination must contain the following information for each person whom the shareholder proposes to nominate for election or reelection to the Board: (1) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (2) a detailed description of all direct and indirect compensation and other monetary agreements, arrangements and understandings during the prior three (3) years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K, (3) a completed and signed questionnaire, provided by the Corporate Secretary upon written request, with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made, and (4) a written representation and agreement, provided by the Corporate Secretary upon written request, that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director, will act or vote on any issue or question (a Voting Commitment) that has not been disclosed to Alexion or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Alexion with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed in accordance with our By-Laws, (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Alexion publicly disclosed from time to time, and (d) will abide by the requirements of the director voting provisions of our By-Laws. In addition, we may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as an independent director or that could affect a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.
In addition, our By-Laws provide that to be in proper form, a shareholder’s notice must set forth, with respect to the shareholder, beneficial owner and their respective affiliate or associate acting in concert, giving notice of the nomination: (1) the name and address of the shareholder, as they appear on our books, or such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert, (2) (a) the class or series and number of shares of Alexion which are, directly or indirectly, owned beneficially and of record by such shareholder, beneficial owner and their respective affiliates or associates or others acting in concert, (b) any "derivative instrument" directly or indirectly owned beneficially by such shareholder, the beneficial owner, if any, or any affiliates or associates or others

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acting in concert, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder has a right to vote any class or series of shares of Alexion, (d) any "short interest" involving such shareholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert, (e) any rights to dividends on the shares of Alexion owned beneficially by such shareholder that are separated or separable from the underlying shares of Alexion, (f) any proportionate interest in shares of Alexion or "derivative instruments" held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (g) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of Alexion's shares or "derivative instruments," (h) any significant equity interests or any "derivative instruments" or "short interests" in any principal competitor of Alexion held by such shareholder, and (i) any direct or indirect interest of such shareholder in any contract with Alexion, any affiliate of Alexion or any principal competitor of Alexion, and (3) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form or proxy or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
You may write to our Corporate Secretary at our principal executive office - Alexion Pharmaceuticals, Inc., 121 Seaport Boulevard, Boston, MA 02210, ATTN: Corporate Secretary - to deliver the notices discussed above and for a copy of the relevant Bylaw provisions regarding the requirements for nominating director candidates pursuant to our By-Laws.
Shareholder Nominations Under Proxy Access Bylaw. Our By-Laws provide that under certain circumstances, a shareholder, or group of up to 20 shareholders, who have maintained continuous ownership of at least three percent of our common stock for at least three years, may nominate and include a specified number of director nominees in our annual meeting proxy statement.
The number of shareholder-nominated candidates appearing in our annual meeting proxy statement cannot exceed the greater of (a) 20% of the number of directors then serving on the Board and (b) two directors. If 20% is not a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. The following persons will be considered shareholder-nominated candidates and counted against the 20% maximum: (i) shareholder-nominated candidates that the Board determines to include in the Company’s proxy materials as Board-nominated candidates, (ii) any shareholder-nominated candidate that is subsequently withdrawn, and (iii) any director who had been a shareholder-nominated candidate at any of the two preceding annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board. Nominating shareholders are required to provide a list of their proposed nominees in rank order. If the number of shareholder-nominated candidates exceeds 20%, the highest-ranking qualified individual from the list proposed by each nominating shareholder, beginning with the nominating shareholder with the largest qualifying ownership and proceeding through the list of nominating shareholders in descending order of qualifying ownership, will be selected for inclusion in the Company proxy materials until the maximum number is reached. If the maximum number of shareholder-nominated candidates is not reached after the highest ranking qualified individual has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached.

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The nominating shareholder or group of shareholders also must deliver the information required by our By-Laws, and each nominee must meet the qualifications required by our By-Laws.
Requests to include shareholder-nominated candidates in the Company’s proxy materials must be received no earlier than 120 days and no later than 90 days before the anniversary of the date that we issued our proxy statement for the previous year’s annual meeting of shareholders. However, if the date of the annual meeting of shareholders is more than 30 days before or more than 60 days later than the first anniversary of the previous year’s annual meeting of shareholders, we must receive the request not earlier than the 120th day prior to the date of such annual meeting and no later than the close of business on the later of the 90th day prior to the date of such annual meeting, or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day after public announcement of the date of such annual meeting of shareholders is first made. The nominating shareholder or group of shareholders also must deliver the information required by our By-Laws, and each nominee must meet the qualifications required by our By-Laws.
Nominating shareholders are permitted to include in the proxy statement a 500-word statement in support of their nominee(s). The Company may omit any information or statement that it, in good faith, believes would violate any applicable law or regulation.
Director Criteria, Qualifications and Experience; Diversity
We are committed to diversified Board membership and we seek nominees who represent a range of viewpoints, backgrounds, skills, experience and expertise, both within and outside our industry. The Nominating and Corporate Governance Committee evaluates candidates identified from a number of sources and reviews Board composition regularly (and no less than on an annual basis). The Board expects each of our directors to have personal and professional integrity, high ethical values, sound business judgment, demonstrated exceptional business and professional skills and experience, teamwork and a commitment to the long-term interests of Alexion and its shareholders. In evaluating candidates, the Nominating and Corporate Governance Committee also considers potential conflicts of interest, diversity, the requirement to maintain a Board that is composed of a majority of independent directors, and the extent to which a candidate would fill a present or anticipated need. In any particular situation, the Nominating and Corporate Governance Committee may focus on individuals possessing a particular background, experience or qualifications which the committee believes would be important to enhance the effectiveness of our Board. We believe that the composition of our Board is important to our goal of achieving long-term value creation for our shareholders and representing the interests of our other stakeholders.
The Nominating and Corporate Governance Committee is responsible for advising our Board on diversity, including gender, ethnic background, country of citizenship and professional experience and it seeks to recommend diverse nominees for the Board. The committee assesses the effectiveness of its responsibilities concerning diversity at least once each year, and takes action as warranted. Our Board is diverse, and our nominees reflect a Board of diverse gender, age, skills, experiences and points of view. Our Board believes that diversity enhances the overall effectiveness of our Board by presenting different perspectives inside the boardroom and to our executives, and we encourage diversity within all levels of our global organization.
The "Rooney Rule" and the Board's Commitment to Gender and Ethnic Diversity in the Board Room

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In early 2019, the Nominating and Corporate Governance Committee further advanced the Board's goal of establishing diversity at the highest level of Alexion (the Board of Directors) by adopting a policy to include, and have any search firm that it engages include, gender and ethnic diverse candidates in the pool from which the Committee selects director candidates (this provision is commonly referred to as the "Rooney Rule"). Although the Nominating and Corporate Governance Committee does not maintain any additional formal diversity policies, the committee considers diversity in making its determinations.

Board Refreshment and Evaluations
We have been deliberate in our approach to succession planning and Board refreshment. In the past few years, we appointed four additional independent directors. Six of the Board's nine independent directors have tenure of less than five years on the Board. These newer appointments bring significant biopharmaceutical experience to the Board, including three current or former chief executives. The Board believes that its current composition aligns with the Company's re-focused strategy announced when the new executive team joined Alexion.
The Nominating and Corporate Governance Committee and the Board are committed to maximizing Board effectiveness, which requires periodic assessments and regular dialogue, both during and outside of meetings.
Policy on Board Mandatory Retirement
The Board does not believe it should establish term limits or require directors to retire at a certain age, nor does it believe that directors should expect to be re-nominated at each annual meeting. Given Alexion's recent Board refreshment, establishing term limits and a mandatory retirement age may result in the loss of contributions from the remaining tenured directors with long standing insight and understanding of Alexion and its business and who make very valuable contributions in the Board deliberation and decision-making process. As an alternative to term limits and mandatory retirement, the Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board, reviews each director's continuation on the Board annually. The Board considers both the director's interest in continuing as a member of the Board and the desire of the Board to maximize its effectiveness and talent.
Despite the lack of a mandatory term limit or retirement age, our Corporate Governance Guidelines require that a director submit his or her resignation in certain circumstances. Among the circumstances requiring potential submission of resignation are:
change in certain external job responsibilities;
existence of a significant conflict of interest that cannot be resolved; and
in the case the director is also Alexion's CEO, upon resignation from the position as a corporate officer at Alexion.
In addition, our By-Laws require that a director's resignation be submitted if the director fails to secure a majority of votes for his or her election in an uncontested election.
Board and Committee Annual Assessment
Regular evaluations are an important tool in determining Board performance. The Chair of our Board and our Nominating and Corporate Governance Committee oversee an annual assessment of the effectiveness of each Committee and the Board. Our Board members and each Committee member

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complete written evaluations to evaluate performance on an annual basis. Directors discuss the results of these evaluations during Committee meetings and in executive sessions of the Board. Our directors have demonstrated their willingness to refresh the Board and to conduct open and honest evaluations of performance.
The following is an overview of this annual process:
1. The Board and each Board Committee reviews its evaluation questionnaires to be used in the Assessment
2. Each Board member completes evaluation questionnaires for the Board and each applicable Committee
3. The results are consolidated and reported to the Board (by the Chairman) and each Committee (by the Chair of the Committee) and discussed.
4. The Board and the Committee identify areas of improvement based on the questionnaires and discussion and these areas are documented and serve as the basis future action by the Board, the Committee and our executives.
5. The future actions are, where appropriate, built into the agendas and Board processes for subsequent meetings.

Individual Director Assessment
In addition to the annual Board and Committee evaluations, the Board is undertaking a process of individual board member assessments and plans to conduct such assessments on a periodic basis in the future.

Board Leadership Structure
Separation of the Roles of Chairman and CEO
We have chosen to separate the roles of Chairman of the Board and Chief Executive Officer (CEO). The Board believes that separating these roles is the most appropriate structure for Alexion. The Board believes that an independent chairman enables the Board to more effectively and objectively monitor the performance of Alexion, the CEO and our executives. By separating these roles, the Board believes that Dr. Hantson can devote his attention to executing the Company's strategy while Mr. Brennan can take responsibility for leading the Board.
In his role as the independent chairman, Mr. Brennan undertakes several responsibilities with respect to the operations and functioning of the Board. Among these responsibilities are the following: presides at meetings of the Board and shareholder meetings; calls meetings of the Board and executive sessions (and presides over executive sessions of the non-employee directors) and has the authority to call a meeting of the non-employee directors at any time; establishes and approves the annual work plan, agenda and schedule for each of our Board meetings; leads the annual Board and Committee assessment process; serves as a liaison for shareholder communications with our Board; leads the process for evaluating our CEO and undertakes such other responsibilities as the Board may assign to him from time to time. Mr. Brennan has also taken a role in the Company's shareholder engagement efforts.

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By appointment of the Board, Mr. Brennan has served as the independent Chairman of the Board since May 2017. Prior to May 2017, the position of CEO and Chairman of the Board had, at times, been held by a single individual.
Lead Independent Director Charter
In 2016, our Board of Directors adopted a Lead Independent Director Charter. This Charter provides that if, at any time, the Chairman of the Board is not independent, the independent members of the Board will elect an independent Director to serve in a lead capacity. Among the Lead Independent Director powers are the following:
Call meetings of the independent directors, preside over all such meetings and reports to the Board, as appropriate, concerning such meetings.
Review Board agendas in collaboration with the Chairman and recommends matters for the Board to consider and information to be provided to the Board.
Serve as an independent point of contact for shareholders wishing to communicate with the Board other than through the Chairman.
Assist in optimizing the effectiveness of the Board and ensure that it operates independently of our executive team.

Since our current Chairman is independent, pursuant to our Lead Independent Director Charter, we do not currently have a Lead Independent Director. The Lead Independent Director Charter is available at: https://ir.alexion.com/static-files/2a3bdd25-af4c-46ef-bfca-76651dfeb8c1.
Board's Role in Risk Oversight
The Board and executive team are focused on delivering long-term shareholder value by advancing our mission of developing and delivering transformative medicines for people with rare diseases. An essential component of achieving long-term shareholder value, as well as our short-term operational and financial objectives, is proper oversight and management of enterprise risk. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate control and mitigation of these risks.
The Board has ultimate responsibility for overseeing Alexion's risk management processes including effective oversight of our executives. The executive team has the responsibility to identify, assess and manage the various risks that we face. At the executive level, risks are prioritized and assigned to senior leaders based on the risk’s relationship to the leader’s business area and focus. Those senior leaders develop plans to address the risks and measure the progress of risk management efforts. The Board and each committee of the Board oversee material company risks within their areas of general oversight, as described above under "General Information About the Board of Directors."
The Audit and Finance Committee Charter and Enterprise Risk Management
Pursuant to the terms of its charter, as approved by the Board of Directors upon the recommendation of the Audit and Finance Committee, the Audit and Finance Committee has been charged with an active role in the oversight of the enterprise risk management processes at Alexion. These responsibilities for enterprise risk management include:
In an advisory capacity, evaluate the executive team’s processes for periodically reviewing, refreshing and modifying its enterprise risk management system and processes;

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Oversee the Company’s efforts to foster a culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation;
Review with the executive team, internal auditors and external advisors the identification, prioritization and management of the risks, the accountabilities and roles of the functions involved with enterprise risk management, the risk portfolio and the related actions implemented by our executive team;
Inform the Board on a periodic basis on the enterprise risk management system and on the Company’s most significant risks and how these are managed; and
Receive, as and when appropriate, reports from internal audit function on the results of risk management reviews and assessments.
The Audit and Finance Committee's annual workplan includes a session on enterprise risk management (and the Committee addresses enterprise risk management more often as the situation requires). The Committee also, on an annual basis, receives updates on cybersecurity, efforts to strengthen our cybersecurity defenses, major cybersecurity risk areas (and efforts to be taken to address such risks), and the emerging threat landscape. The Alexion employee responsible for enterprise risk management reports directly to our Chief Financial Officer and presents enterprise risk information directly to the Audit and Finance Committee.
The standing committees of the Board regularly inform the full Board of Alexion's most significant risks within the Committee's respective area of responsibility and how these risks are managed. In addition, the Leadership and Compensation Committee, in connection with the review and approval of executive compensation, reviews our compensation structure to ensure that it does not encourage risk taking that would be detrimental to Alexion. In connection with this analysis, the Leadership and Compensation Committee engages an independent third party to assist in making this risk assessment.
The Board believes it is important to align Alexion's strategic priorities with the Company's risk management program. The Board executes its oversight and decision-making responsibilities as the Company's strategic priorities and risks evolve with the business and external conditions. Alexion is committed to fostering a company culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation.
Board's Role in Strategy
Our Board regularly reviews our strategy and the assumptions underlying our strategy to ensure that Alexion is meeting its goal of creating shareholder value. Our Board members have exceptional industry backgrounds, investment experience and leadership. Since 2017, Alexion has added five new directors, including a new Chief Executive Officer, with the objective of establishing and executing on our corporate strategy that we believe will benefit our shareholders and other stakeholders. For additional information on the strategic transaction experience of each Board member, see "Strategic transaction Expertise at the Board Level" in the General Information about the Board of Directors above.
The Board oversees that our executive team has established and periodically re-evaluates a corporate strategic plan. Our strategic planning process is dynamic and evolves throughout any given year, culminating in a review and approval of the proposed plan by the full Board at least annually. The Board is regularly informed of factors affecting the implementation of our strategic plan, including our performance and progress against the plan, enterprise risks, and the impact of industry and global developments. The Science and Innovation Committee also reviews on a regular basis the scientific

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and medical aspects of specific proposed transactions or opportunities, and supports and advises our executives as it deems appropriate.
Succession Planning
An important responsibility of the Board and the CEO is to ensure long term continuity of leadership. Our executives discuss future candidates for leadership positions at all levels within Alexion's global organization. The Board and its committees review and discuss leadership succession plans, leadership development and organizational capabilities across all functions of the Company. Pursuant to the Leadership and Compensation Committee charter, that Committee is responsible for overseeing succession planning for executive management, including conferring on an ongoing basis with the CEO and Chief Human Experience Officer to remain abreast of management development activities across the Company. We consider succession planning to be an important factor in managing the long-term planning and success of our business.
Board Education
We aim to provide our directors with regular education programs. The directors identify areas of interest that would assist them in carrying out their responsibilities as a director of Alexion and our executives work with the Chairman of the Board to identify programs to meet those needs. Directors are encouraged to attend director education programs throughout the year and Alexion reimburses the costs of attending such programs up to a total set by the Board.

Diversity at Alexion
Alexion is committed to gender and ethnic diversity within all ranks of our organization. Evidence of this commitment to a diverse organization includes the following:
Seven of our ten Executive Committee members are women;
Members of the Executive Committee represent different ethnicities;
Approximately half of our employees are female and, among the total employee population, there are a number of ethnicities and backgrounds represented;
Alexion is one of only three companies in the S&P 500, and the only biotechnology company in the S&P 500, where a majority of senior executives are women (as reported by S&P Global);
Two most recent Board of Directors appointments were women; and
Alexion has adopted the "Rooney Rule" in connection with filling any vacant Board positions.
We believe that this diversity of backgrounds, talents, viewpoints and experiences is important to our overall operations and to our efforts to create shareholder value.
As we have significantly re-aligned our business focus and expanded our product pipeline, we have undertaken meaningful hiring efforts and these efforts are designed to bring in the best candidates in the biopharmaceutical industry that have diverse backgrounds and experiences that we believe can enhance our short and long-term performance. This focus on diversity is also apparent in our Board, where the two most recent additions were females, Deborah Dunsire and Judith Reinsdorf, and (as noted above) we have adopted the "Rooney Rule" pursuant to which the Nominating and Corporate Governance Committee agreed to include, and have any search firm that it engages include, gender and ethnically diverse candidates in the pool from which the Committee selects director candidates.

Corporate Social Responsibility and the First CSR Report

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Corporate Social Responsibility (CSR) at Alexion supports our mission to transform the lives of people affected by rare and devastating diseases while creating value for all our stakeholders. We aspire to be a leader in this space by viewing CSR though the lens of “Shared Value,” the concept that companies can help solve social issues while creating financial value for its shareholders.
CSR Report: In March 2020, Alexion plans to release its first Corporate Social Responsibility Report. This Report will be available on the Alexion website at csr.alexion.com and information is provided below. In order to preserve natural resources, a paper of the Corporate Social Responsibility Report will not be made available. The contents of the Corporate Social Responsibility Report are not deemed to be part of this proxy statement or incorporated by reference herein.
CSR Board Oversight: Alexion’s Executive Committee, with oversight from the Nominating and Corporate Governance Committee, has responsibility for assisting in the development of and recommendation of policies and management systems for environmental, health, safety and social responsibility matters. We believe the commitment by our Board of Directors and Alexion's Executive Committee will allow for a sustainable, long-term CSR program. The Nominating and Corporate Governance Committee has reviewed and approved the first Corporate Social Responsibility Report.
CSR Steering Committee: Alexion’s CSR Steering Committee, which consists of Alexion employees drawn from our organization, including members from the Executive Committee, serves as a collaborative, cross-functional task force focused on CSR, its measurement, and shared value efforts at Alexion. This includes setting Alexion’s CSR strategy and overseeing strategic CSR positioning, making and advocating critical business actions as it relates to CSR, and advancing CSR leadership and related efforts throughout the organization, all under the oversight of the Nominating and Corporate Governance Committee.
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CSR at Alexion encompasses environmental, social and governance topics that impact our business and our stakeholders. We have undertaken significant groundwork to identify and prioritize our most important CSR-related topics. From these efforts, we developed the Alexion CSR-STAR Platform as our structural framework, along with a series of corresponding aspirations and performance metrics.

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SERVE: Communities & Sustain Our Planet
We invest in our communities and shared planet in support of those who depend on us today and for generations that follow.

OUR COMMUNITIES:
8 HOURS: Of paid time off for Alexion employees introduced for qualified volunteer activities

OUR PLANET:
ZERO: Process waste-to-landfill status achieved enterprise-wide
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TRANSFORM: Patient Lives
We urgently seek to understand patient journeys, find answers, and collaborate to deliver access to therapies that change lives.

In 2019, all new international patient support programs had patient organizations involved in their development, design and implementation.


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ADVANCE: Our People and Our Company
We aspire to become the most engaging place to work, embracing diversity and governing and managing our business to return value to our stakeholders.

34-POINT improvement in the likelihood of employees recommending Alexion as a great company to work for


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REDEFINE: What It Means To Live With A Rare Disease
We pioneered complement biology, spurring new treatments for devastating disorders. We work to advance healthcare through innovative diagnostics and proactive transparency.

In 2019, we formed an internal, cross-functional Transparency and Disclosure Committee to further our voluntary data sharing efforts from clinical studies.

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ETHICS & COMPLIANCE: Our Foundation
We build trust when we make the right choices and act with integrity. Our unwavering commitment to ethics, quality and compliance improves our ability to serve patients and enhances our reputation and competitive advantage.

37 live anti-bribery/anti-corruption training workshops conducted around the world in 2018 and 2019


Human Capital, Employee Culture and Engagement at Alexion
Our goal is to create purpose-driven performance that will make a meaningful difference in the lives of our employees and patients. We deliver on our commitments by anchoring everything we do on our culture values:
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We understand that success is delivered through our people. Our ambition is to be the most engaging company to work for and to create value for our shareholders and other stakeholders. We work to create an environment that allows all of our colleagues to feel energized by meaningful and fulfilling work, where colleagues are valued, they feel they belong, and are invested in Alexion’s success through rewards and recognition.
To achieve our aspirations and fuel our growth, we invest in world-class leadership, innovation, and patient insights capabilities. Among the steps we have taken in this regard is the launch of our Leadership Profiles (designed to articulate leadership behaviors required to move from transactional leadership to transformational enterprise leadership). We invest in and value people who believe in the importance of our purpose and understand what it takes to deliver on it. The investment is evidenced by our STAR (Solutions to Accelerate Results) program that was initiated in 2019. STAR brought together seven cross-functional flexible teams to tackle enterprise challenges and identify areas of competitive advantage.

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Our culture is rooted in integrity, and our dedication to joining and supporting the communities in which we live and work. Furthermore, we also create unique meaningful, connected, and integrated experiences for patients and employees by:
Understanding the moments that matter to patients and our employees
Engaging with our patient communities, to listen and learn from them and bring the patient voice into our daily work
Building the environment, processes, systems, and incentives for our employees to do and feel their best
Recognizing individual and team successes through reward and recognition programs
Investing in individual development and world-class leadership and innovation
Unlocking the power of insights and technology as innovation differentiators
Embracing and organizing for future opportunities and setting the example as leaders of change
Fostering a culture of belonging
Promoting a culture of high integrity through our updated Code of Conduct and compliance program that reaches our 3,000 talented colleagues across the globe

Code of Ethics and Business Conduct
We have adopted a code of ethics that applies to directors, officers and employees of Alexion and its subsidiaries and complies with SEC rules and regulations and the listing standards of the NASDAQ Global Select Market. In 2019, Alexion launched a refreshed Code of Ethics and Business Conduct (Code) that sets out basic principles applicable to all employees and the Code is provided in a new structure and digital format. This Code serves as the foundation of Alexion’s overall program to ensure that all Alexion employees worldwide follow the appropriate standards and comply with all legal requirements in each country where we do business. The Code is located on our website at https://alexion.com/documents/alexion-coe-english. Our directors, officers and employees are required to comply with the Code and are required to complete an on-line training module that is designed to ensure that the concepts in the Code are clearly communicated and understood. The Code is intended to focus our directors, officers and employees on individual ethical and professional accountability to ensure they follow appropriate standards and comply with legal requirements concerning Alexion's business. The Code covers areas of professional conduct relating to individual's service to Alexion, including conflicts of interest, ethical conduct, product quality and safety, interactions with patients and patient organizations, anti-bribery and anti-corruption, data privacy and protection, accurate business records, global trade controls, ethical research, competitive intelligence, providing and receiving gifts, workplace matters, and oversight of ethics and compliance by employees of the Company.
We will disclose any future amendments to the Code, or waivers from a provision of the Code to any executive officer or director, on our website as promptly as practicable, as may be required under applicable laws, rules and regulations of the SEC and NASDAQ.



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Executive Compensation
LETTER FROM THE LEADERSHIP AND COMPENSATION COMMITTEE CHAIR
 
Dear Fellow Shareholders:
2019 was a year of historic growth and expansion for Alexion, building on the hard work of the last few years. The continued progression of Alexion was driven by exceptional execution across the business. Since the arrival of our CEO, Ludwig Hantson, the Company has been re-focused on delivering long-term shareholder value by advancing our mission of developing and delivering transformative medicines for people with rare diseases. This important work has been further progressed by the continued enhancement of our executive team and significant success across our global enterprise.
The ambitious goals the Leadership and Compensation Committee set for 2019 (Revenue and non-GAAP EPS annual plan targets increased by 18% and 30%, respectively, year-over-year) reflected not just the optimism at Alexion, but also showcased the performance linkage of our executive compensation program. True to our focus on rewarding executives for actions that create sustainable shareholder value, we designed incentives contingent on the achievement of short- and long-term financial, operational and strategic objectives that we believe will, over the long-term, consistent with biotechnology development timeframes, drive value creation for the Company’s shareholders. In addition, each year the Committee establishes targets for our executives and employees that are demanding and meaningful increases over the prior year goals, so payouts require that there be significant improvement in our important performance indicators year after year.
We value the views of our shareholders. As we have transformed our executive compensation program over the past few years to align with market best practices, we have actively sought out the feedback from our shareholders and that feedback has generally expressed support for the structure and year-over-year improvements to the compensation program and the Committee’s decision-making. Among the improvements we have made to the compensation program include:
Ensuring that a greater proportion of total compensation is at-risk (cash and equity incentives) and ultimately linked to financial and operational performance and the execution of strategic initiatives: for 2019, 92% of total Chief Executive Officer compensation was at-risk.
Enhancing our program to ensure long-term and performance-based equity incentives are the primary component of overall pay. For 2019, equity incentives accounted for more than 80% of our CEO's compensation overall, with Performance Share Units, or PSUs, accounting for over 50% of our CEO's compensation.
Further increasing, for 2020, the transparency of long-term goals and performance linkage of these equity incentives (as well as further aligning equity compensation with shareholder returns), consistent with market best practices by:
Adding goals related to product launch outcomes, which are disclosed in greater detail in the Compensation Discussion and Analysis, or CD&A, in addition to R&D goals,
Strengthening the link between payouts and total shareholder return, or TSR, by capping the number of PSUs that may be earned if relative TSR (as explained in the CD&A in detail beginning on page 67) is below the median of our TSR peer group (regardless of corporate performance), and

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Reducing the maximum payouts of our PSUs from 300% to 200% of target.
Redesigning our CD&A to improve transparency (particularly with respect to the product launch goals component of PSUs) along with detailing the elements and features of our program that incorporate best practices while closely linking pay with performance.
These improvements to the Alexion compensation program are part of the overall initiative to attract and retain top talent that we believe is a source of competitive advantage. The executive team has identified as a key goal to create a unique environment where we focus on serving patients, creating purposeful work, where contributions are recognized and appreciated by the Board, the Committee and by our executive team, and where people feel they belong and are rewarded for creating value. At Alexion, we are committed to bringing an outside perspective (from patients, employees and investors) to all of our decisions and continuously invest in developing our human capital. All of our employees have a stake in the Company just as you do.
As we position Alexion for continued success as one of the world’s most innovative biotechnology companies, we expect our compensation programs to support and reinforce our strategy, secure and retain our talent, giving us a solid advantage in the highly competitive biotechnology marketplace, and drive long-term shareholder value creation.
Thank you for your support and we look forward to maintaining ongoing dialogue.

Sincerely,
Jack T. Mollen
Chair
The Leadership and Compensation Committee

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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis section (CD&A) discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers named in the “Summary Compensation Table”, who are referred to as our named executive officers (NEOs). For 2019, our NEOs are:
 
 
Name
Position
Hire Date
 
 
 
 
 
 
 
Named Executive Officers: Name, Position and Hire Date
 
Ludwig N. Hantson, Ph.D.
Chief Executive Officer
March 27, 2017
 
 
Aradhana Sarin, M.D.
Executive Vice President, Chief Financial Officer
November 13, 2017
 
 
Paul J. Clancy1
Executive Vice President, Senior Advisor and Former Chief Financial Officer
July 10, 2017
 
 
Brian M. Goff
Executive Vice President, Chief Commercial and Global Operations Officer
June 1, 2017
 
 
Anne-Marie Law
Executive Vice President, Chief Human Experience Officer
June 5, 2017
 
 
John Orloff
Executive Vice President, Head of Research and Development
June 5, 2017
 
(1)On September 17, 2019, Paul Clancy notified Alexion that he will not renew his employment agreement with the Company at its scheduled expiration date of July 10, 2020. Mr. Clancy remained as the Company’s Executive Vice President and Chief Financial Officer through October 23, 2019, and then transitioned to a senior advisory role. Mr. Clancy is expected to continue to serve as a senior advisor to the Company through July 11, 2020 to, among other things, assist in the transition of his former duties as Chief Financial Officer to Dr. Sarin.
On September 17, 2019, the Board of Directors appointed Aradhana Sarin, M.D. as Executive Vice President and Chief Financial Officer. Such appointment became effective on October 24, 2019. Dr. Sarin formerly held the position of Executive Vice President, Chief Strategy and Business Officer.
CD&A Table of Contents
Executive Summary
page 43
Executive Compensation Framework
page 52
2019 Compensation Components and Key Compensation Actions
page 55
Compensation Governance
page 69
Use of Non-GAAP Financial Information in CD&A
This CD&A contains both U.S. Generally Accepted Accounting Principles, or GAAP, and non-GAAP financial measures. The non-GAAP results exclude the impact of the following GAAP items: share-based compensation expense, fair value adjustment of inventory acquired, amortization of purchased intangible assets, changes in fair value of contingent consideration, restructuring and related expenses, upfront payments related to licenses and other strategic agreements, acquired in-process research and development, impairment of purchased intangible assets, gains and losses related to strategic equity investments, litigation charges, gain or loss on sale of a business or asset, gain or loss related to purchase options, contingent milestone payments associated with acquisitions of legal entities accounted for as asset acquisitions, acquisition-related costs and certain adjustments to income tax expense. Reconciliations between non-GAAP and GAAP financial measures are included in Appendix

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A to this proxy statement. As explained herein, these non-GAAP measures are used for the purpose of determining compensation for our NEOs. The non-GAAP financial measures are supplemental to and not a substitute for, measures of financial performance prepared in accordance with GAAP.
Executive Summary
Key Principles of Our Executive Compensation Program
Our executive compensation program based on the following principles:
Pay-for-Performance: Our program is designed to reward executives for actions that create short-term and long-term, sustainable shareholder value, with a strong focus on performance-based compensation, including PSUs.
Alignment: Our program strives to increase the alignment of executives’ interests with those of our shareholders through the use of stock-based compensation and stock ownership guidelines.
Retention: Our program aims to attract, retain and incentivize the best talent in the industry in order to ensure executive stability and continuity that we believe is necessary for consistent execution of our long-term strategy, which is particularly critical given our industry and the lifecycle of our pipeline. As we re-build the pipeline with assets that are at various stages of development, including pre-clinical, early stage and later stage, continuity at the executive level is critical to advancing these products as it can take product candidates years to advance through identification and development to commercialization.
Competitive Pay: The resulting overall compensation program is significantly at-risk, based on market best practices, yet competitive with other companies who aggressively compete with us for top talent both on an industry and geographical bases. We believe that our ability to attract and retain top talent at all levels of the organization is a source of competitive advantage for us as Alexion advances into new platforms, geographies, technologies, indications and competitive spaces.

Continuous Enhancements to Executive Compensation Design
Based on our Committee’s thorough annual reviews and input received from shareholders and proxy advisory firms we have implemented adjustments to our executive compensation program over the last several years which have resulted in greater alignment between our executive compensation program and shareholder interests and market best practices. Key changes include:

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Current Incentive Design
Enhancements from Prior Years
 
 
 
Annual Incentives Performance Link
Annual bonus payouts are based on performance against objective, pre-established financial and strategic goals; Over 80% of payouts tied to the achievement of financial goals given some of our strategic goals have financial related objectives
Transitioned from 100% subjective goals in 2016
Annual Incentives Maximum Payout
Payout capped at 200% of target
Reduced from maximum of 300% of target in 2016
LTI Mix
PSUs comprise 65% of LTI awards
Increased from 25% in 2016, and 50% in 2017
PSU Maximum Payout
New for 2020: Payout capped at 200% of target
Reduced from 900% in 2016, 350% in 2017, and 300% in 2018 and 2019
PSU Performance Period
3-year performance period (3-year goals and cliff vesting)
Changed from 1-year performance goals with 3-year ratable vesting in 2016 and 2017
PSU Goal Transparency
New for 2020: Linked payout to achievement of product launch and revenue goals
Changed from goals relating to the achievement of R&D and clinical trial milestones and additions to our pipeline in prior years
PSU TSR Payout Cap
New for 2020: Relative TSR component limits overall payout if not above peer median
TSR modifier impacted operational payout to increase or decrease the payout if above or below top or bottom quartile of peers in 2018 and 2019
In connection with our shareholder engagement initiative, we request input and feedback from our shareholders on the structure, components and philosophy of our executive compensation program and the response we have received from our shareholders has generally been favorable and supportive of our approach and the improvements we have made and continue to make.

Incentives That Reward Executives for Actions that Create Sustainable Shareholder Value
Our incentives link pay with value creation both over the short- and long-term. Key features include:
Incentive performance goals encompass financial, operational, strategic, and shareholder return metrics ensuring executive focus on broad-based strategic execution and links payouts realized by executives to strong financial performance and shareholder value creation;
Annual cash incentive payout based 100% on established goals that we believe furthers execution of the Company’s strategy and advances financial performance;
2019 annual cash incentive financial targets were set significantly higher than actual 2018 performance;
PSUs comprise 65% of LTI awards, and over 50% of CEO target total direct compensation (total direct compensation consists of base salary and cash and equity incentives);
Inclusion of TSR metric in PSUs ensures that the number of shares of common stock issued to the executive is directly aligned with shareholder value creation during the term of the PSU; and
RSUs vest on a ratable basis annually over four years to serve our talent retention objectives and further align executives’ interests with those of our shareholders.

2019 Executive Compensation Aligned with 2019 Company Performance
2019 financial performance was outstanding: Total revenues for 2019 were $4,991 million, a 21% increase compared to 2018. On a GAAP1 basis, diluted earnings per share was $10.70, inclusive of one-time tax benefits related to intra-entity asset transfers of intellectual property, compared to $0.35 in the prior year, inclusive of $1,183 million of expense related to the value of the in-process research and development assets acquired in 2018. Non-GAAP1 diluted

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earnings per share for 2019 was $10.53, a 33% increase versus the prior year. (1For a reconciliation of non-GAAP diluted earnings per share to the closest comparable GAAP measure, see Appendix A.)
Performance goals that underpinned 2019's annual incentives were significantly higher than the Company’s 2018 actual performance. These 2019 performance incentive targets, and the resulting pay-outs, were driven, in part, by (i) ULTOMIRIS facilitated patient conversion performance, with ULTOMIRIS being established as the standard of care for PNH in our top three markets (US, Germany and Japan) and (ii) the steps taken during 2019 to rebuild and expand our pipeline to include 18 development programs in 9 assets.
Despite our 2019 performance, the CEO’s annual cash incentive earned was $2.43 million, a 16% decline as compared to 2018, which was due in part to the fact that the corporate performance and individual goals for 2019 had been set at a higher and more demanding threshold in comparison to the prior year, so even the very solid 2019 performance (which was, by many metrics, Alexion's best year) was measured against a much higher bar that was set by the Committee than 2018. However, since the executive team took control in 2017, they have been successful, and have not turned their focus from expanding and diversifying our pipeline which can take years to translate into returns in financial performance and increased shareholder value.
While we believe our current stock price undervalues the company today and our 2019 Annual Incentive Plan paid out above target, our executives continue to remain aligned with shareholders as equity constitutes the largest component of their total compensation and the 2017 TSR PSUs (that were scheduled to vest in early 2020) were forfeited in entirety given our TSR results. The Committee continues to emphasize the importance of shareholder-linked equity compensation by including a payout cap in the 2020 PSU program for TSR performance below the median of the TSR peer group.
We continued to focus on at-risk pay elements, with over 92% of the CEO’s total compensation being at-risk.
PSUs linked to the achievement of 3-year financial and operational goals, as well as our relative TSR and R&D milestones, represented approximately 60% of total incentives (annual cash incentives and LTI) for our executives for 2019, as well as over 50% of total direct compensation for the CEO for 2019.

Why You Should Vote FOR Say-on-Pay
We continue to enhance our executive compensation program to further strengthen the link between pay and performance and to incentivize our executives to focus on long-term shareholder value creation.
We continued to engage with shareholders and stakeholders and continue to receive their feedback and general support on our evolving compensation programs.
For 2020, we have capped the maximum payout for PSUs at 200% of target. We have also increased transparency of the PSU goals and replaced the R&D clinical trial milestones with product launch goals. Additionally, we have modified the relative TSR component to cap the number of shares of common stock that will be issued upon vesting (regardless of corporate performance) if relative TSR is not at least at peer median. With our newly implemented relative TSR cap (which was also refer to as a TSR "gate") we are more closely aligning our executives PSU payout to shareholder value creation.
We continue to emphasize variable and performance-based incentives which, for the CEO, comprise over 90% of total direct compensation with PSUs accounting for over 50% of total direct compensation.

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We have not only increased the at-risk focus of total compensation, but (consistent with the past three years) set rigorous goals for the metrics underpinning those incentives (see "Year Over Year Financial Performance Targets & Results" on page 59).

Compensation Practices - What We Do And Do Not Do
Below is a description of some of our other executive compensation practices that further highlight our commitment to compensation governance and paying for performance:
What We Do
ü
Hold an annual say-on-pay advisory vote for shareholders
ü
Utilize market and peer group data to ensure we compensate fairly and competitively, but not excessively
ü
Mitigate undue risk-taking by:
•    Using multiple performance goals
•    Imposing caps on payouts
•    Maintaining forfeiture and clawback policies to recoup incentive awards (cash and equity)
•    Perform annual compensation risk assessments
ü
Use an appropriate mix of cash and equity compensation, with an emphasis on variable (at-risk) compensation
ü
Established “Double trigger” accelerated vesting provisions upon a change in control
ü
Set meaningful stock ownership and retention guidelines for the CEO and other executives
ü
Have overlapping membership on the Leadership & Compensation Committee and the Audit & Finance Committee and the Science & Innovation Committee
ü
The Audit & Finance and the Science & Innovation Committees review and advise the Leadership & Compensation Committee in regard to goal setting in incentive plans
ü
Grant Long-term performance-based awards in the form of performance share units (PSUs) that have a 3-year cliff vesting provision
ü
Pay a significant portion of compensation in the form of equity (with multi-year vesting)
ü
Engage with shareholders on operational, compensation and governance issues
ü
Require non-compete and other restrictive covenants in employment agreements and incentive award agreements
 
 
What We Do Not Do
X
No granting of discounted stock options
X
No change in control excise tax gross-ups
X
No repricing underwater stock options without shareholder approval
X
No hedging or pledging of our stock
X
No “single-trigger” change in control vesting or cash payments
X
No excessive perquisites
X
No tax gross-ups on perquisites (other than for standard relocation benefits)
X
No multi-year guaranteed incentive awards

2019 Performance Highlights
Three years ago, Alexion embarked on a long-term strategy to transform the organization and position the Company for the future. With our leadership team at the helm, 2019 proved to be a pivotal year in this journey as we delivered on the key objectives, and in many cases, surpassed. Strong, consistent execution across our rare disease portfolio coupled with a disciplined capital allocation strategy enabled us to continue to deliver double-digit revenue growth in 2019 and advance our mission of improving the lives of people with rare diseases through our innovative medicines.
Key accomplishments include delivering multiple global launches, SOLIRIS in gMG and NMOSD, and ULTOMIRIS in PNH and aHUS, while also diversifying our rare disease portfolio by growing our pipeline through internal and external efforts. ULTOMIRIS became the market leader within the first year of

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launch in our three largest markets - the US, Germany and Japan.  Our neurology portfolio was strengthened based on the strong growth of SOLIRIS for gMG and the launch of SOLIRIS for NMOSD. Neurology is now our largest franchise in the US as measured by volume of patients treated.
These achievements reflect our continued commercial excellence and the quality of our people. We also made significant progress in R&D in 2019, we expanded our clinical-stage development programs to 18 across 9 assets which positions us for 2020. We built strong momentum in 2019 with the goal of sustaining Alexion’s long-term growth - with a particular focus on expanding our C5 franchise with the potential for four new indications for ULTOMIRIS and further diversification of our portfolio by entering into seven business development deals and progression of our in-house research programs. Through our efforts in 2019, we have continued to expand the number of patients whose lives we’ve changed around the world as well as the number of patients we have the potential to help in the future.
As we continue advancing our mission of delivering life-changing therapies to people with rare diseases, we maintain a patient-centric culture of integrity driven by our people. We attribute our continued strong financial and operational performance to our employees and executive leadership. A primary objective is to attract and retain the best talent to achieve Alexion’s mission, execute our long-term growth strategy, and drive shareholder value. We are pleased with the tremendous dedication and hard work of our team having increased our employee net promoter score, a measure used to assess employee satisfaction, by 44 points since 2017. This represents a meaningful improvement in a short amount of time and we believe our current strategic approach positions us to maintain our competitive advantage in attracting and retaining talent and facilitate the execution of our long-term strategy through our focus on building world class leadership and innovation capabilities that we expect can lead to even greater value for all stakeholders in an increasingly complex and competitive biotechnology environment.
Alexion’s ambitious objectives are communicated to our shareholders and we periodically provide updates on our progress relative to these objectives. Our key objectives (which were established by our CEO and Board early in 2019) and corresponding achievements in 2019 include those that are summarized below:

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Lead with ULTOMIRIS® (ravulizumab-cwvz) in PNH; Deliver successful launch in aHUS
ü
Established ULTOMIRIS as the market leader in PNH within the first year of launch; launched ULTOMIRIS in aHUS
ü
Best-in-class ULTOMIRIS facilitated patient PNH conversion in key markets of US, Germany and Japan
 
 
 
Accelerate neurology portfolio
ü
SOLIRIS continued to gain strong traction in gMG and NMOSD
ü
Neurology has become largest franchise in the U.S. by patient volume
ü
Ended 2019 with 1,885 patients on treatment with SOLIRIS for gMG and NMOSD in the U.S.
 
 
 
Grow Metabolics Portfolio
ü
Continued work to expand access for HPP and LAL-D patients
ü
Metabolic sales grew 24% year over year, driven by increase in volume
 
 
 
Execute and Expand Pipeline
ü
Furthered diversification beyond C5 with Achillion acquisition - Factor D provides opportunity to pursue development in a broad range of indications - and six additional business development transactions
ü
Expanded pipeline with plans to advance ULTOMIRIS into 6 additional indications across neurology and nephrology
ü
Robust pipeline with potential for 10 launches by end of 2023
 
 
 
Delivered on Financial Ambitions
ü
Drove strong total revenues of $4,991 million in 2019, 21% increase compared to 2018
ü
Delivered GAAP* diluted EPS of $10.70 in 2019 compared to $0.35 in the prior year. Non-GAAP* diluted EPS for 2019 was $10.53, a 33% increase versus the prior year
*For a reconciliation of these non-GAAP performance metrics to our most comparable GAAP performance metrics, please see Appendix A.
Alexion demonstrated strong financial performance over 2019 as we continued to execute at a very high level. We have delivered continued revenue growth, improved operating margins, and generated strong cash flow, leading to what we believe is a solid foundation for future growth and value creation. We have continued our disciplined business development strategy that is intended to allow us to diversify future revenue while retaining capital flexibility. The chart below shows our year-over-year net product sales since 2017.

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https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-revenuechartwithgrowth3.jpg
 
Revenue growth year over year

Driven by our executive talent, enhanced organizational capabilities and a strong culture rooted in compliance and patient centricity, we have established a strong foundation on which we believe can continue the next phase of our unique biotechnology journey in rare diseases which we believe will result in advancements for the patients we serve and sustainable long-term value for our shareholders and our other stakeholders.
2019 Say-On-Pay Vote and Shareholder Engagement
We have undertaken an on-going and year-round shareholder engagement initiative at the request of our Board of Directors and our Leadership and Compensation Committee. The outreach is led by our investor engagement team, which includes our Head of Investor Relations, Corporate Counsel, and Head of Total Rewards. Members of our Board have taken an increasingly active role in our investor outreach initiatives in 2018, 2019 and 2020. Through these interactions, we gather and consider feedback from our shareholders (which is communicated to the Leadership and Compensation Committee and the full Board of Directors) on strategic, operational, governance and executive compensation matters. Specifically, in connection with our 2019 Annual Meeting of Shareholders and after, we continued to engage with our shareholders on executive compensation programs among other matters. At our 2019 Annual Meeting, our shareholders approved our non-binding advisory vote on 2018 compensation paid to Alexion's named executive officers with 84.2% of votes cast in favor of the proposal.

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Shareholder Engagement During 2019
https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-6525c78f3efe52fc822a02.jpghttps://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-fbacc375d4c25250963a02.jpghttps://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-9196c65db056551eae6a02.jpg
 
Met with or Contacted
*Percentages above reflect the % of our outstanding shares
Our shareholder engagement is a year-round effort and in 2019 and 2020, members of our Board, our investment engagement and executive team reached out to shareholders as reflected in the charts above.
Our Board of Directors and our executives believe that an important part of an effective corporate governance program is active engagement with our shareholders. We value the views of our shareholders and other stakeholders, and, as noted above, we communicate with them regularly and solicit input on a number of topics. With respect to executive compensation matters, we always welcome the input from shareholders at any time during the year. Following the filing of our definitive proxy statement in a given year, however, our shareholder outreach efforts are targeted to matters under consideration at the annual meeting, including our “say-on-pay” vote and executive compensation. In connection with the 2019 Annual Meeting of Shareholders (and the shareholder input on executive compensation matters following the 2019 Annual Meeting of Shareholders), shareholders that did respond to our invitations to a meeting and that did engage with our team acknowledged the alignment of our executives' pay with our overall performance and generally expressed support for our executive compensation program and structure. Shareholders have, in prior years, expressed preferences for a compensation program that is heavily equity-based and linked to Company performance and shareholder value creation.
Over the past few years, Alexion has, in our communications with investors on executive compensation matters, emphasized our compensation roadmap with the progression from a more subjective to more quantitative measurement for our annual cash incentive bonus plan (AIP) and our LTI program, as well as ensuring appropriate rigor and governance to plan design and increasing the performance targets every year so that performance has to meaningfully improve every year to continue to receive comparable compensation in subsequent years.
Executive Compensation and Peer Group Philosophies
The primary objectives of our executive compensation program are to reward executives for actions that drive financial performance, yet simultaneously create long-term sustainable shareholder value,

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and attract and retain the best talent in the industry through competitive compensation. To achieve this, the Committee considers and approves compensation programs based on the Committee's executive compensation philosophies, which include the following:
Drivers
Philosophies
 
 
Pay for Performance

• We believe that establishing competitive opportunities to incentivize high performance should deliver greater rewards when corporate and individual performance exceed expectations and lower compensation when corporate or individual performance falls short
•    Performance is measured by financial, operating and strategic performance, return to shareholders and individual contributions
Alignment of Executives’ Interests With Shareholders

•    We strive to align the interests of executives with those of our shareholders. We believe that when executives act as owners, they take actions to create sustainable long-term shareholder value, while eschewing risky behavior in search of purely short-term gains
•    We align the interests of our executives with those of our shareholders through equity awards comprising a significant percentage of overall compensation, longer vesting of time-based equity, and robust stock ownership guidelines
Attract, Retain and Incentivize

•    We are committed to attracting and retaining industry-leading talented individuals through well-designed compensation programs that incentivize our employees to achieve rigorous corporate objectives that are important to our business and long-term success
•    We believe that ensuring the stability and continuity of talent at all levels is critical to the success of our Company especially given the nature of our business and the relatively longer development period of our product pipeline
Competitive with Peer Group

•    We believe that compensation paid by market peers matters
•     When we set targets, we evaluate the practices of our peers and market data to validate that Alexion is competitive with other companies who compete with us for talent
Balanced Combination of Compensation Elements

•    We strive for an appropriate balance between cash and equity incentives
•    The annual cash incentive is intended to motivate individuals to successfully execute on short-term financial and strategic objectives
•    Equity incentives are intended to focus executives on the long-term success of the organization, as well as, in the case of PSUs, the achievement of pre-established financial and operational performance goals and shareholder value creation, as well as align the interests of executives with those of shareholders
The Committee also carefully considers the views of the leading proxy advisory firms on the compensation peer group we have established. As discussed in greater detail under “Peer Group Selection Criteria”, the Committee strives to select companies that are of similar size (e.g., revenues, market capitalization, and number of employees), are organized like Alexion, operate in similar geographic and business areas (i.e., companies with a global presence and rare/orphan disease focus) and compete for the same talent. While the Committee endeavors to select peer companies that exhibit all these criteria, it recognizes that it cannot develop a peer group in which all companies satisfy all criteria. The Committee specifically noted the discrepancy between the Company’s selected peer group and those selected by a leading proxy advisory firm, in particular with respect to the inclusion by the proxy advisory firm of:
generic pharmaceutical companies (where results are not driven by innovation and expanding product pipelines with new technologies, where products have different life cycles and less complex reimbursement and access strategies and where a much smaller percentage of revenue is dedicated to research and development),
medical device companies (not in the drug development space),
an animal health organization (that operates under an entirely different model and regulatory regime), and

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a contract research organization (a service provider, not a research and development driven developer of proprietary medicines, not in the pharmaceutical development or pharmaceutical product sales and distribution space).
Alexion does not compete with these types of entities for executive talent. After extensive consideration, the Committee determined that companies in the proxy advisory peer group do not represent an appropriate comparator group because the nature, size and scale of the businesses, applicable regulatory regimes and market demands and influences, and employee and investor perception of these companies are fundamentally different from Alexion.
Using the peer group selected and approved by the Committee, the Committee set the CEO’s 2019 target compensation in line with the median of the peer group, equal to the 46th percentile, reflecting our commitment to ensuring significantly performance-based yet competitive compensation (refer to the Peer Group Analysis graphic on page 73).
Executive Compensation Framework
Evolution of our Compensation Programs
Over the last several years, we have made significant changes to our executive compensation program in order to:
Enhance alignment with our pay-for-performance philosophy
Strengthen the link between executive and shareholder interests
Incorporate good corporate governance practices
Align with competitive and best market practices
Reflect input received from shareholders and proxy advisory firms
The chart below shows the evolution of our programs noting the key changes made each year:

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2016
 
 
 
 
 
Change-in-Control Enhancements
 
 
 
Eliminated:
Ÿ Single-trigger vesting on a change-in-control
Ÿ Section 280G gross-up entitlements
 
 
 
 
 
 
 
2017
 
 
 
 
 
Long-Term Incentive Mix
 
 
 
Ÿ Reduced Stock Options from 50% to 20%
Ÿ Increased RSUs from 25% to 30%
Ÿ Increased PSUs from 25% to 50%
 
Annual Cash Incentive Plan
 
 
 
Ÿ Transitioned bonus payouts from 100% based on subjective performance to being based on performance against pre-established goals (50% financial and 50% strategic)
Ÿ Reduced maximum payout from 300% to 200%
 
Performance Share Unit Plan
 
 
 
Ÿ Reduced maximum payout from ~900% to 350%
 
 
 
 
 
 
 
2018
 
 
 
 
 
Long-Term Incentive Mix
 
 
 
Ÿ Eliminated Stock Options
Ÿ Increased RSUs from 30% to 35%
Ÿ Increased PSUs from 50% to 65%
 
Annual Cash Incentive Plan
 
 
 
Ÿ Increased weighting of financial goals from 50% to 65%; bringing total potential pay-out tied to financial goals to over 80% given some strategic goals have financial objectives
 
Performance Share Unit Plan
 
 
 
Ÿ Reduced maximum payout from 350% to 300%
Ÿ Shifted from a 1-year performance period with 3-year ratable vesting to a 3-year performance period with cliff vesting
 
 
 
 
 
 
 
2019
 
 
 
 
 
Performance Share Unit Plan
 
 
 
Ÿ Increased weighting of Revenue goal from 40% to 60% and reduced weighting of Operating Margin goal from 60% to 40%
Ÿ Shifted from applying the rTSR modifier based on a sliding scale to a "cliff" approach with binary outcomes for performance below or above the 25th and 75th percentiles
 
 
 
 
 
 
 
2020
 
 
 
 
 
Performance Share Unit Plan
 
 
 
Ÿ Reduced maximum payout from 300% to 200%
Ÿ Increased weighting of Revenue goal from 60% to 70%
Ÿ Removed Operating Margin as a goal and replaced with R&D launch goals, weighted at 30%
Ÿ Introduced a relative TSR cap to limit payouts if at or below peer median

Pay-For-Performance Summary
Alexion’s executive compensation program is based on a pay-for-performance foundation that supports our business strategy and aligns executives' interests with those of our shareholders. We believe that a significant portion of each executive's compensation should be variable and tied to the achievement of pre-established Company performance goals that drive value creation for our organization and our shareholders. Accordingly, the Committee has designed our incentive programs with the goal of ensuring that actual realized pay by our executives varies above or below targeted compensation opportunities based on the achievement of challenging, yet achievable, performance goals, as well as the executive's individual contribution to performance. The Committee measures performance using several financial, operational and strategic goals, as more fully described below. The specific goals that we use to measure our performance under our executive compensation program were selected because the Committee believes that they are important to Alexion’s financial and operational success over the short- or long-term, as applicable.
The pay-for-performance ethos is reflected within both our short-term (one-year) and long-term (three-year for PSUs and four-year for RSUs) compensation programs. In addition, a component of our long-

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term compensation is directly tied to total shareholder return, or TSR, which directly aligns payouts with outcomes for our shareholders. In general, we believe the mix of short- and long-term variable compensation components provides appropriate incentives to motivate near-term performance, providing significant incentives to keep our executives focused on making future-oriented business, strategic and operational decisions that are intended to drive long-term corporate benefits that drive shareholder value, and not exclusively on quarterly or annual performance, and aligning the interests of executives with those of shareholders.
The charts below set forth the total direct compensation mix for Dr. Hantson, individually, and the other NEOs, as a group, for 2019, calculated as described above.
Compensation Mix: CEO
https://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-a5400ec27db95abcb56.jpghttps://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-d6b04f5e87aa5deca02.jpghttps://cdn.kscope.io/1c99b87557ca22486381d2258a0226d7-chart-75a227ac66c95ad9b2aa02.jpg
Compensation Mix: Average for NEOs (excluding CEO)
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2019 Compensation Components and Key Compensation Actions
The primary elements of our executive compensation program and a summary of the actions taken by the Committee with respect to the 2019 compensation of our NEOs are set forth in the following table and are also described in further detail below:

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Compensation Component
Link to Business and Talent Strategies
2019 Compensation Actions
 
 
 
Base Salary
Provide competitive, fixed, cash compensation to attract and retain top talent and recognize sustained performance, job scope and experience
Annual Base Salaries established at the beginning of the year are:
Ÿ Reviewed annually against survey and peer market data
Ÿ Changes are made based on position relative to market and performance
Ÿ 2019 increases were based on market positioning and reflective of expanded roles and promotions
Annual Cash Incentive Compensation
Motivate executives to achieve rigorous annual financial and strategic goals that support our short- and long-term objectives
Annual Financial and Strategic goals established at the beginning of 2019 include:
Financial (65%):
 Ÿ Revenue
 Ÿ Non-GAAP Operating Margin
 Ÿ Non-GAAP EPS
Strategic (35%):
 Ÿ Creating Value
 Ÿ Rebuilding Clinical Stage Pipeline
 Ÿ Most Rewarding Company to Work For

Ÿ Performance against these goals is assessed after the end of the fiscal year by the Committee
Ÿ Overall, our 2019 performance versus our goals exceeded targets and our corporate achievement was 162% of target
Ÿ Bonus payouts ranged from 162% to 178% of target recognizing the strong corporate results and superior performance of certain members of our leadership team
LTI Compensation
Motivate and reward executives for exceptional execution of long-term financial and strategic objectives, while providing a direct link to the creation of sustainable shareholder value and execution of our strategic business plan; align the interests of executives with those of our shareholders
Annual LTI awards granted in February of 2019 include:
PSUs (65%):
 Ÿ 3-year performance period with "cliff" vesting upon certification by the Committee
Ÿ Dependent on the achievement of Revenue and non-GAAP Operating Margin financial goals
Ÿ Reflects goals that the Committee has identified as key indicators of Company performance and creation of shareholder value
Ÿ Provides an opportunity for additional PSUs to be earned based on long-term value creation through R&D milestones
Ÿ Shares ultimately earned can be increased or decreased based on our relative total shareholder return performance
RSUs (35%):
 Ÿ 4-year ratable vesting
 Ÿ Provide focus on stock price growth and serve our talent retention objectives
2017 Earned TSR PSUs:
 Ÿ Based on Alexion's 3-year relative TSR results, the Committee certified a payout of 0% resulting in the PSUs being canceled

2019 Compensation Decisions for Named Executive Officers
As further described below, the Committee approved 2019 base salaries, annual cash incentive targets, and LTI awards, including PSUs and RSUs, in February 2019 for each of the NEOs. The Committee has established annual compensation decision-making and award practices in which base salary,

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annual cash incentive targets and goals, as well as LTI grants are made following the completion of the selection of our peer group and our internal performance reviews of our executive officers, as well as a review of the external market equity practices, including the data from our peer group and the F.W. Cook survey and market data described below. When determining compensation for each NEO, the Committee uses the market median values from the peer group as a reference point for each element of compensation, but the Committee considers and assesses other factors when arriving at final compensation decisions, such as each executive’s role and responsibilities, performance trend, contributions to financial and strategic performance results and internal equity, which may result in actual compensation being greater or less than the market median of the peer group.

2019 Base Salaries
Base salary represents a secure, fixed component of an executive's compensation. Determinations of base salary levels for our executives are established based on the position and scope of responsibilities. Base salaries are evaluated annually for possible merit or market adjustments and take into account the Committee's annual review of marketplace competitiveness compared to the median of the peer group and survey market data provided by our independent compensation consultant. The Committee believes that the 2019 base salary increases approved for our NEOs are consistent with market levels and appropriately reflect individual contributions of the NEOs. The Committee increased the base salaries for all NEOs as follows:
Merit/Market Adjustments: Dr. Hantson, Mr. Clancy, Mr. Goff, and Dr. Orloff each received a merit increase in 2019 and Mr. Goff and Dr. Orloff received further adjustments to better align their salaries with market.
Expanded Role: Ms. Law's increase reflects additional responsibility in her role to include leading patient engagement and advocacy in addition to the employee experience.
Promotions: Dr. Sarin's increases reflected two role changes during 2019. Her promotion from SVP to EVP in February 2019, with an expanded scope to include Chief of Staff to CEO responsibilities (increase to $600,000), and in September 2019, Dr. Sarin's promotion to CFO (increase to $800,000).
2019 Base Salary Changes1
CEO
2018 Base Salary
2019 Base Salary
% Change
Ludwig Hantson
$1,200,000
$1,250,000
4%
2019 Base Salary Changes1
All Other Named Executive Officers
2018 Base Salary
2019 Base Salary
% Change
Aradhana Sarin2
$517,500
$800,000
55%
Paul Clancy
$900,000
$927,000
3%
Brian Goff
$695,250
$740,000
6%
Anne-Marie Law
$650,000
$695,000
7%
John Orloff
$695,250
$770,000
11%
(1)All base salary changes became effective January 1, 2019.
(2)Dr. Sarin's base salary increase in connection with her promotion to CFO in September 2019, that became effective in October 2020.
2020 Base Salary Decisions
In February 2020, the Committee made the following base salary adjustments that became effective January 1, 2020:

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Market Adjustments: Dr. Hantson and Dr. Orloff each received increases to better align their salaries with market.
Expanded Roles: Mr. Goff became our Chief Commercial & Global Operations Officer that now includes responsibility for driving continued long-term growth and aligning our commercial and operations strategy to serve more patients and families with rare and devastating diseases. Ms. Law became our Chief Human Experience Officer to reflect her expanded role that now includes the technology function to evolve our digital employee and patient experiences.
2020 Base Salary Changes
CEO
2019 Base Salary
2020 Base Salary
% Change
Ludwig Hantson
$1,250,000
$1,300,000
4%
2020 Base Salary Changes
All Other Named Executive Officers
2019 Base Salary
2020 Base Salary
% Change
Aradhana Sarin
$800,000
$800,000
0%
Paul Clancy
$927,000
$927,000
0%
Brian Goff
$740,000
$799,200
8%
Anne-Marie Law
$695,000
$729,750
5%
John Orloff
$770,000
$831,600
8%
Annual Cash Incentive Awards
We pay annual cash incentive awards to drive the achievement of strong annual performance and certain long-term strategic measures that can be implemented on a short-term basis. The Committee endeavors to deliver a meaningful portion of total cash compensation in the form of performance-based annual cash incentives. The Committee believes that doing so is critical because the opportunity for a meaningful cash award will, together with strong management and accountability, drive executives to individually and collectively achieve and exceed Alexion's annual objectives.
2019 Annual Incentive Plan Design
The Committee annually evaluates incentive targets by taking into account marketplace competitiveness compared to the peer group and survey data provided by our independent compensation consultant. For each of the NEOs, the Committee established annual cash incentive targets as a percentage of base salary actually earned for 2019 as follows:
2019 Annual Incentive Targets (% of Base Salary)
CEO
2019 Target
2018 Target
Ludwig Hantson
120%
120%
2019 Annual Incentive Targets (% of Base Salary)
All Other Named Executive Officers
2019 Target
2018 Target
Aradhana Sarin1
70%
45%
Paul Clancy
70%
70%
Brian Goff
70%
70%
Anne-Marie Law
70%
70%
John Orloff
70%
70%

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(1)Dr. Sarin's target annual incentive was increased January 1, 2019 in connection with her promotion from SVP to EVP. Dr. Sarin's target annual incentive was not increased for 2019 in connection with her promotion to CFO (that became effective in October 2020).
The Annual Cash Incentive Plan is calculated as follows:
No annual cash incentive is payable if the threshold performance goals are not achieved
A maximum of 200% of target is payable for achieving the highest level of performance
Individual performance is a modifier, with the potential to increase or decrease an NEO's cash incentive (but not in excess of 200% of target)

Eligible Earnings
X
Target %
X
Corporate Multiplier (Financial & Strategic Weighted Funding)
X
Individual Performance Multiplier
=
Max Payout Capped at 200%

The Compensation Committee, with input from two other standing Board Committees (the Audit and Finance Committee and the Science and Innovation Committee), established the financial and strategic goals, along with their weightings, for the 2019 AIP at the beginning of the year, as set forth below:
 
Goal
Weighting
 
 
 
Financial Goals
(65% Total Weighting)
Revenue
40%
Non-GAAP Operating Margin
30%
Non-GAAP EPS
30%
 
 
 
Strategic Goals
(35% Total Weighting)
Creating Value
50%
Rebuild Clinical Stage Pipeline
37.5%
Most Rewarding Company to Work For
12.5%

2019 Annual Incentive Plan Performance
The Committee established the financial and strategic performance goals at the start of 2019. The Committee believed that the performance goals were challenging, yet reasonably achievable, but that achievement of the targets would require exceptional performance from each of the NEOs and the entire executive team and, to further incentivize our NEOs, the Committee established maximum goals that were considered to be even more demanding. The Committee also believed that achievement of these goals required exceptional cross-functional performance and execution by the executive team. After the end of the year, the Committee determined our achievement of the financial and strategic goals of the AIP resulted in a total performance score of 162% of target, as detailed in the following sections.
2019 Financial Performance
We exceeded each of our financial goals, resulting in a performance score of 167% for the financial component of the AIP, as follows:

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Performance Range
 
 
 
2019 Financial Goals
Threshold (50%)
Target (100%)
Maximum (200%)
2019 Adjusted Results
Achievement %
Weighted Performance Funding %
 
 
 
 
 
 
 
Revenue (40%)
$4,158M
$4,620M
$5,082M
$4,919M
156%
62%
Non-GAAP Operating Margin (30%)
49.1%
53.2%
56.6%
55.3%
150%
45%
Non-GAAP EPS (30%)
$7.28
$8.85
$10.41
$10.42
200%
60%
 
 
 
 
 
 
 
Financial Performance Funding: 167%
Funding for Financial Performance at 65% (167% x 65%) = 109%
In establishing the 2019 financial performance goals, the Committee took into account the 2018 and 2017 goals and actual performance and established challenging, yet reasonably achievable, 2019 goals that required meaningful improvement over 2018 performance. The tables below show the year-over-year impact for two common financial metrics:
Year-Over-Year Financial Performance Targets & Results
 
 
 
 
 
 
 
 
 
 
 
Targets
Financial Goals
2017
2018
2018 vs. 2017 (% increase)
2019
2019 vs. 2018 (% increase)
Increase over 3-year period
 
 
 
 
 
 
 
Revenue
$3,450M
$3,920M
14%
$4,620M
18%
34%
Non-GAAP EPS
$5.13
$6.80
33%
$8.85
30%
73%
 
 
 
 
 
 
 
 
Adjusted Results
Financial Goals
2017
2018
2018 vs. 2017 (% increase)
2019
2019 vs. 2018 (% increase)
Increase over 3-year period
 
 
 
 
 
 
 
Revenue
$3,513M
$4,190M
19%
$4,919M
17%
40%
Non-GAAP EPS
$5.81
$7.75
33%
$10.42
34%
79%
 
Target Increases over Prior Year Actual
 
2018 Target vs. 2017 Actual
2019 Target vs. 2018 Actual
 
 
 
Revenue
12%
10%
Non-GAAP EPS
17%
14%

In determining the methodology for calculating performance goals and actual performance for each of the financial components of the 2017, 2018 and 2019 AIP, the Committee determined to make certain adjustments to the amounts reported in the Company’s Annual Report on Form 10-K for 2017,

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2018 and 2019, respectively, to better reflect the Company's operating performance. 2019 reported results were adjusted in connection with determining performance under the 2019 AIP for the impact of foreign exchange on revenues and for the impact of business development expense on non-GAAP operating margin and non-GAAP EPS as compared to internal budget amounts.
For a reconciliation of non-GAAP operating margin and non-GAAP earnings per share (prior to the additional adjustments described in the preceding paragraph) to the closest comparable GAAP measure, see Appendix A to this proxy statement.
2019 Strategic Performance
The strategic performance goals for the 2019 AIP were focused on continuing to improve certain core aspects of Alexion's business. The goals were detailed and granular, and structured to drive performance to achieve specific milestones that had been identified as integral to Alexion's operations, as detailed in the 2019 Strategic Performance table below. This achievement resulted in a performance score of 152% for the strategic component of the 2019 AIP.
2019 Objective
2019 Goal
Achievement
Impact
2019 Achievement %
Weighted Performance Funding %
 
 
 
 
 
 
Creating Value (50%)
Ÿ Establish ULTOMIRIS as the Market Leader for PNH patients in the US
Ÿ Accelerate momentum for SOLIRIS in neurological indications
Ÿ Meaningful progress in establishing ULTOMIRIS as the market leader in PNH with best in class ULTOMIRIS patient facilitated conversion rate in the US during 2019
Ÿ 2019 gMG and NMOSD revenue results exceeded and met expectations, respectively
Ÿ Established ULTOMIRIS as the market leader in PNH in our 3 largest volume countries (US, Germany & Japan)
Ÿ Our neurology business is now our largest franchise by patient volume in the US and this was achieved in just two years since the initial launch of SOLIRIS for gMG
140%
70%
Execute and Expand our Clinical Stage Pipeline
(37.5%)
Ÿ Achieve 6 key clinical milestones in 2019
Ÿ Deliver at least 2 clinical stage business development transactions
Ÿ Achieved regulatory submissions and approvals ahead of schedule
Ÿ Delivered three positive Phase 3 programs, four successful program launches, entered into five clinical stage business development deals and the initiation of multiple additional clinical programs with our medicines
Ÿ Rebuilt and advanced our pipeline during 2019 with the goal to sustain Alexion’s long-term growth
153%
57%
Most Rewarding Company to Work For (12.5%)
Strengthen our patient centric culture with two milestone achievements
Ÿ Launched a digital employee platform to enhance collaboration among employees and improve the employee experience
Ÿ Launched LEAP Program to have an intentional focus on improving the patient experience
Ÿ By focusing on creating efficiencies within the organization, we can better focus on the patient experience
Ÿ Assist in prioritizing solutions that will create value for patients and other external stakeholders
200%
25%
 
 
 
 
 
 
Strategic Performance Funding: 152%
Funding For Strategic Performance at 35% (152% x 35%) = 53%
The overall funding for 2019 annual cash incentives was determined to be 162% of target:

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
61



Funding for Financial Performance = 109%
Funding for Strategic Performance = 53%
2019 Total Performance Funding = 162%

2019 Individual Performance
The 2019 bonuses for the NEOs were differentiated to recognize their individual performance and role in driving our financial and strategic performance in 2019.
Our CEO, Ludwig Hantson, continued to drive Alexion's development forward and advance the missions of improving the lives of people with rare diseases. Dr. Hantson's achievements include:
Executing on our redefined strategy and delivering on our key objectives for 2019, which in many cases surpassed our goals
Establishing ULTOMIRIS as the market leader in PNH in US, Germany and Japan
The strong progression of ULTOMIRIS’ aHUS conversion in the US
Neurology becoming our largest franchise in the US by patient volume with the continued growth of SOLIRIS in gMG and the launch in NMOSD
Our progress towards transforming and advancing our development portfolio, including delivery of three positive Phase 3 programs, four successful launches, entered into seven business development deals and the initiation of multiple additional clinical programs with our medicines
Entering into an agreement to acquire Achillion (which was closed in January 2020), which represents an important step in diversifying our business beyond C5 and giving us the opportunity to develop Factor D assets
Our double-digit revenue growth in 2019
Our Chief Financial Officer, Aradhana Sarin, played a key role in driving our strong financial results and business development achievements, including:
Continued financial growth, including double-digit revenue growth driven by strength in our neurology franchise, continued growth in our complement and metabolic products and the ULTOMIRIS launch
Entering into seven business development deals, which were designed to further diversify our pipeline to pursue development in a broader range of indications and beyond C5 complement inhibitors
Our Chief Commercial and Global Operations Officer, Brian Goff, drove improved commercial results, including:
Establishing ULTOMIRIS as the market leader in PNH in US, Germany and Japan
The strong progression of ULTOMIRIS’ aHUS conversion in the US
Neurology becoming our largest franchise in the US by patient volume with the continued growth of SOLIRIS in gMG and the launch in NMOSD
Strong continued growth of metabolic sales
Continued expansion of a global sales team and program that can work towards expanding patient access

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Our Chief Human Experience Officer, Anne-Marie Law, continued to strengthen our patient-centric culture and drive towards becoming one of the most engaging and attractive companies to work for, with an increase in our net promoter score of 44 points since 2017, by:
Recruiting and onboarding of over 800 colleagues to meet the company's growth ambitions
Forming a new Patient Experience function to elevate patient centricity and build global patient advocacy capabilities
Developing Alexion's digital strategy and creating the foundation for digital patient and employee experiences through the launch of a patient insights portal and employee engagement platform
Steering a patient-centric ALS protocol development and trial design by engaging with the patient and KOL (Key Opinion Leader) community
Our Global Head of Research and Development, John Orloff, significantly contributed to executing on our clinical stage pipeline and other research and development initiatives, by:
Achieving multiple regulatory submissions and approvals ahead of schedule
Preparing Alexion for 18 clinical-stage development programs in 9 assets for 2020
In light of their individual performance, as described above, during 2019, the Committee increased the AIP payouts for Dr. Sarin, Mr. Goff and Mr. Orloff to 178% of their respective target annual cash incentives. The Committee determined that these increases were consistent with the Committee's compensation philosophy that NEOs should receive greater rewards when corporate and individual performance exceed expectations, as was the case for these three NEOs. The following table sets forth the 2019 AIP target payout and the actual amounts paid to the NEOs under the 2019 AIP:
2019 AIP Payout
CEO
2019 Target
Annual Cash Incentive Paid
Corporate Multiplier
Individual Performance Multiplier
% of Target
Ludwig Hantson
$1,500,000
$2,430,000
162%
100%
162%
2019 AIP Payout
All Other Named Executive Officers
2019 Target
Annual Cash Incentive Paid
Corporate Multiplier
Individual Performance Multiplier
% of Target
Aradhana Sarin1
$456,235
$813,011
162%
110%
178%
Paul Clancy
$648,900
$1,051,218
162%
100%
162%
Brian Goff
$518,000
$923,076
162%
110%
178%
Anne-Marie Law
$486,500
$788,130
162%
100%
162%
John Orloff
$539,000
$960,498
162%
110%
178%
(1)Dr. Sarin's 2019 AIP Bonus is calculated based on 2019 actual base salary paid, which included base salary rate of $600,000 from January to mid-September 2019 and $800,000 from mid-September to December 31, 2019.
2020 Annual Cash Incentive Targets
In February 2020, the Committee approved the 2020 Annual Incentive Plan targets for all NEOs except Mr. Clancy given his impending departure from the Company in mid-2020. The only change made was for Dr. Hantson to provide a moderate market adjustment to his annual incentive target.

2019 Proxy Statement Alexion Pharmaceuticals, Inc.
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2020 Annual Incentive Targets (% of Base Salary)
CEO
2020 Target
2019 Target
Ludwig Hantson
135%
120%
2020 Annual Incentive Targets (% of Base Salary)
All Other Named Executive Officers
2020 Target
2019 Target
Aradhana Sarin
70%
70%
Brian Goff
70%
70%
Anne-Marie Law
70%
70%
John Orloff
70%
70%

Long-Term Incentive Awards
The Committee believes that LTI awards are a critical element of compensation that provide a mechanism to align shareholders and executives, and promote behaviors consistent with Alexion’s strategic plan and financial goals. Each LTI award is a variable component of compensation and no individual, including any NEO, is guaranteed to receive an award or any value in respect of his or her awards. The Committee believes that its practice of granting LTI awards to Alexion executives is critical to driving long-term successful performance.
The Committee has not established formal guidelines for LTI award grants to our executives, including our NEOs. In determining LTI awards for executives, the Committee considers:
Peer group and market data;
The individual's historic contributions and potential contributions to Alexion's growth and financial results;
The value of proposed awards;
Corporate performance; and
The individual's level of responsibility within Alexion.
The Committee has established a compensation approval process such that all components of compensation are approved at the same time early each year. By taking a holistic view to each of the cash component of compensation (base salary and annual bonus) and the equity component of compensation, the Committee ensures that an executive's total compensation is consistent with the Committee’s overall philosophy and objectives.
In February 2019, the Committee approved LTI awards for the NEOs in the percentage set forth below.
Performance Share Units 65%
+
Restricted Stock Units 35%
=
Long Term Incentive Award
We have an established annual LTI grant practice in which grants are made following the completion of the selection of our peer group, our internal performance reviews of our executives, and a review of the external market equity practices, including peer group and survey market data. The Committee approves the annual LTI grants in February of each year following our annual earnings release. In accordance with our equity grant policy, the NEO's LTI awards are granted on the last day of February, with the number of shares subject to the LTI awards determined based upon the closing stock price

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three business days following Alexion's annual earnings release, which, based on past practice, is typically issued in late-January or early February. Other LTI grants, such as those made in connection with a new hire, are generally granted on the first trading day of the month following the date of hire.
The 2019 and 2018 RSU and PSU equity awards were granted to our NEOs in February 2019 and February 2018, respectively. The RSU awards will vest over four years in equal annual installments. PSU awards are earned if the applicable performance goals are satisfied over a three-year performance period and vest at the end of this period.
The following tables provide information on the 2019 and 2018 PSUs and RSUs granted to our NEOs:
 
 
2019
2018
LTI Awards
CEO
Proposed Equity Value1
Number of RSUs
Number of PSUs
(At Target)
Proposed Equity Value1
Number of RSUs
Number of PSUs
(At Target)
Ludwig Hantson
$12,625,000
37,198
69,082
$12,000,000
35,760
66,411
 
 
2019
2018
LTI Awards
All Other Named Executive Officers
Proposed Equity Value1
Number of RSUs
Number of PSUs
(At Target)
Proposed Equity Value1
Number of RSUs
Number of PSUs
(At Target)
Aradhana Sarin2
$2,800,000
8,250
15,321
 -
 -
 -
Paul Clancy