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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒
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))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

ROYALTY PHARMA PLC
(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 all appropriate boxes that apply):
No fee required.
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



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Letter from our Chairman
and Chief Executive Officer

“As we pursue our mission to support our partners’ ability to meet health needs by increasing access to and efficiency of capital, we also recognize our responsibility to create value for all our stakeholders. We are focused on supporting ethical business practices, building a culture of integrity and trust, supporting our partners and fostering research and patient advocacy.”

Pablo Legorreta
Chairman and
Chief Executive Officer
April 28, 2022
Dear Fellow Shareholders:
On behalf of the board of directors of Royalty Pharma plc (the “Board”), it is our pleasure to invite you to the 2022 Annual General Meeting of Shareholders of Royalty Pharma plc (“Annual Meeting”), which will be held at 9 a.m. (U.S. Eastern Daylight Time) on Thursday, June 23, 2022.
This past year presented opportunities and challenges that were truly unique. We’re proud of the work Royalty Pharma has done with our partners to help make the research and development ecosystem more productive. Throughout the year, the Board and leadership of Royalty Pharma collaborated closely to ensure we met our commitments to a broad range of stakeholders, including our employees, partners, the community, suppliers, and of course, our shareholders.
Despite the challenges, we could not be prouder of the strong financial performance and strategic execution by Royalty Pharma. By leveraging our deep expertise and leading position at the heart of funding life science innovation, we are able to consistently replenish our royalty portfolio and drive compounding growth.
This Proxy Statement describes Royalty Pharma’s corporate governance policies and practices that foster the Board’s effective oversight of our business strategies and practices. A key component to our effective governance is the Board’s commitment to provide oversight and perspectives reflecting a diversity of independent views.
As part of our ongoing commitment to creating a balanced and effective Board, we are pleased to announce the nomination of David Hodgson for election to the Board at our Annual Meeting. Mr. Hodgson is Vice Chairman of General Atlantic and Chair of the Board of Directors of TriNet. He is an accomplished business leader who will bring significant insights and experience to Royalty Pharma.
William Ford will not seek re-election and will end his Board service in June. He has been a critical and instructive director, and we are grateful for his many contributions.
We believe our diversity of experiences, perspectives and skills contributes to the Board’s effectiveness in managing risk and providing guidance that positions Royalty Pharma for long-term success. Of the 10 Board nominees, 7 are independent, which includes our Lead Independent Director and all Committee chairs and members.
The accompanying Notice of Annual General Meeting and Proxy Statement describe the matters to be voted on at the Annual Meeting. We are making our proxy materials available electronically as the primary means of furnishing proxy materials to shareholders.
YOUR VOTE IS IMPORTANT. We encourage you to read the proxy materials and vote your shares as soon as possible. Shareholders may vote via the internet, by telephone or by completing and returning a proxy card.
As we look ahead, we continue to see tremendous opportunities for Royalty Pharma’s business and shareholder value creation, with the ability to deliver positive impacts to all of our stakeholders. We appreciate your investment in Royalty Pharma and thank you for the trust you place in us.
Sincerely,

Pablo Legorreta
Chairman and Chief Executive Officer
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYALTY PHARMA PLC
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Notice of Annual General Meeting
of Shareholders of Royalty Pharma PLC
Registered Company No. 12446913

Registered Office: The Pavilions,
Bridgwater Road, Bristol BS13 8AE,
United Kingdom

Date:

Thursday,
June 23, 2022
 

Time:

9:00 a.m.
U.S. Eastern Daylight Time
 

Place:

110 East 59th Street
New York, New York 10022
 

Record Date:

Please refer to paragraph “Procedural Matters” in the section “General Information” of the Proxy Statement
How to Vote


Internet:

You can vote your shares online at www.proxyvote.com
 

Telephone:

In the U.S. or Canada, you can vote your shares by calling +1-800-690-6903
 


Mail:

Follow the instructions in your proxy materials
Meeting Agenda:
1
Election of each of the ten director nominees listed in the accompanying Proxy Statement by separate ordinary resolutions.
2
Approve on a non-binding advisory basis the compensation of our named executive officers.
3
Ratify on a non-binding advisory basis the appointment of Ernst & Young LLP, as our independent registered public accounting firm.
4
Approve receipt of our U.K. Annual Report and Accounts for the fiscal year ended December 31, 2021.
5
Approve on a non-binding advisory basis our U.K. directors’ remuneration report in the U.K. Annual Report and Accounts (the “U.K. Directors’ Remuneration Report”).
6
Re-appoint Ernst & Young Chartered Accountants (“Ernst & Young”) as our U.K. statutory auditor under the U.K. Companies Act 2006 (the “U.K. Companies Act”), to hold office until the conclusion of the next general meeting of shareholders at which the U.K. annual report and accounts are presented to shareholders.
7
Authorize the board of directors to determine the remuneration of our U.K. statutory auditor.
8
Approve the terms of the agreements and counterparties pursuant to which we may purchase our Class A ordinary shares.
Each of the above resolutions will be proposed as an ordinary resolution (meaning that each such resolution will be approved if a simple majority of votes cast, whether in person or by proxy, for or against a resolution are cast in favor of the resolution).
Each Class A ordinary share and each Class B ordinary share that you own represents one vote. A list of shareholders will be available commencing June 13, 2022 at our principal executive offices during normal business hours. In the event there are not sufficient votes for a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies.
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROYALTY PHARMA PLC
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A shareholder of record is entitled to appoint more than one proxy in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different shares). Such proxy need not be a shareholder of record of Royalty Pharma plc but must attend the Annual Meeting and vote as instructed by or on behalf of the shareholder of record for such vote to be counted. The proxy may exercise all or any of a shareholder’s right to attend the meeting, ask questions and vote at the Annual Meeting.
This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about April 28, 2022 at www.proxyvote.com.
During the Annual Meeting, our Board (or the chair of the Annual Meeting) will present to our shareholders our U.K. statutory accounts together with our U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2021 (our “U.K. Annual Report and Accounts”).
The proxy materials include this notice, the Proxy Statement, our Annual Report on Form 10-K, U.K. Annual Report and Accounts and the enclosed proxy card. The Proxy Statement provides information about the agenda and related matters for the Annual Meeting. It also describes how our Board operates, includes information about its director candidates, and includes information about the other items of business to be conducted at the Annual Meeting.
If you attend the Annual Meeting, you will be asked to present valid picture identification before being admitted along with proof of share ownership (or a proxy from the record holder). Cameras, recording devices and other electronic devices will not be permitted. The Annual Meeting may not be recorded.
If it is determined that a change in the date, time or location of the Annual Meeting is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the U.S. Securities and Exchange Commission, and on the Investors section of our website. Please check this website in advance of the meeting date if you are planning to attend in person.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
By Order of the Board of Directors,

George Lloyd
Executive Vice President, Investments & General Counsel
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2022

The Notice of Annual General Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K and U.K. Annual Report and Accounts are available at www.proxyvote.com.
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Forward Looking Statements and Non-GAAP Measures
This Proxy Statement contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective assets, our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. You should evaluate all forward-looking statements made in this Proxy Statement in the context of the numerous risks outlined in Part I under Item 1A. under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and as updated by our Quarterly Reports on Form 10-Q along with other public filings we make with the SEC.
This Proxy Statement includes certain non-GAAP financial measures as defined under Rule 10(e) and Item 10 of Regulation S-K. We believe such measures provide meaningful information about our operating performance, together with a reconciliation of those measures, to the most directly comparable U.S. GAAP measures.
WEBSITE LINKS
The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.
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In the Notice of Annual General Meeting and this Proxy Statement, references to “Royalty Pharma,” the “Company,” “we,” “us,” or “our” and similar expressions refer to Royalty Pharma plc and its subsidiaries and “Annual Meeting” refers to the annual general meeting of the shareholders of Royalty Pharma plc, unless the context of a particular reference requires otherwise. References to “shares” refer collectively to Class A ordinary shares and Class B ordinary shares of Royalty Pharma plc. The “Manager” refers to RP Management, LLC, a Delaware limited liability company, our external advisor which provides us with all advisory and day-to-day management services. Royalty Pharma plc is externally managed and does not employ its own personnel, but instead depends upon the Manager and its executive officers and employees for virtually all of the services it requires. In this Proxy Statement, references to an “employee” or “employees” and such similar expressions refer to such person’s or persons’ role at the Manager, unless the context of a particular reference requires otherwise.
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PROXY SUMMARY
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Proxy
Summary

Date:

Thursday, June 23, 2022
 

Time:

9:00 a.m.
U.S. Eastern Daylight Time
 

Place:

110 East 59th Street
New York, New York
10022
 

Record Date:

Please refer to paragraph “Procedural Matters” in the section “General Information” of the Proxy Statement
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not include all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Who We Are
We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and non-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, including AbbVie and Johnson & Johnson’s Imbruvica, Astellas and Pfizer’s Xtandi, Biogen’s Tysabri, Johnson & Johnson’s Tremfya, Gilead’s Trodelvy, Merck’s Januvia, Novartis’ Promacta, Vertex’s Kalydeco, Orkambi, Symdeko and Trikafta, and ten development-stage product candidates. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. We believe that our significant scale, flexible business model and extensive expertise uniquely position us to take advantage of the increasing innovation in the biopharmaceutical industry. We seek to create favorable outcomes for all parties and play an important role in providing capital to the biopharmaceutical ecosystem that supports innovation and positively impacts human health.
Our Structure
We were incorporated under the laws of England and Wales on February 6, 2020. We completed an initial public offering (“IPO”) of our Class A ordinary shares and began trading on the Nasdaq Global Select Market (“Nasdaq”) on June 16, 2020 under the symbol “RPRX.” Our IPO was conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they decide to undertake an IPO.
In connection with our IPO, we consummated an exchange offer on February 11, 2020. Through the exchange offer, investors representing 82% of the economic interest in the various partnerships (the “Legacy Investors Partnerships”) that owned Royalty Pharma Investments, an Irish Unit Trust (“Old RPI”), exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP, a Delaware limited partnership (the “Continuing US Investors Partnership”), and RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (the “Continuing International Investors Partnership” and, together with the Continuing US Investors Partnership, the “Continuing Investors Partnerships”). The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under senior secured credit facilities and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of the IPO are referred to as the “Exchange Offer Transactions.”
We operate and control the business affairs of Royalty Pharma Holdings Ltd. (“RP Holdings”) through our controlling ownership of the Class A ordinary shares of RP Holdings. Following June 30, 2020, Old RPI ceased making new investments and we have made and plan to make new investments solely through our subsidiaries. RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI”), which is an Irish collective asset management entity that was formed to facilitate the Exchange Offer Transactions and is the successor of Old RPI. In connection with the IPO, we, RP Holdings and RPI entered into management agreements with the Manager (collectively, the “Management Agreement”).
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PROXY SUMMARY
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We have no personnel of our own. Historically, our business has been managed by the Manager and will continue to be managed by the Manager pursuant to the Management Agreement. Under the Management Agreement, the Manager manages the existing assets of our business and sources and evaluates new royalty acquisitions. Our advisory team for purposes of the Management Agreement currently consists of a team of experienced management personnel, as detailed in “Executive Officers.”
We have two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per share. Our Class B ordinary shares are not publicly traded and holders of Class B ordinary shares represent the Continuing Investors Partnerships, which hold a number of our Class B ordinary shares equal to the number of RP Holdings Class B ordinary shares held by them. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law, with each share entitled to one vote.
Performance Highlights
Financial, operational and strategic highlights for 2021 include:
$2BN
$2.1BN
$1.8BN
$2.7BN
FY 2021 CASH FROM OPERATING ACTIVITIES
​FY 2021 ADJUSTED CASH RECEIPTS(1)
​FY 2021 ADJUSTED CASH FLOW(1)
FY 2021 ANOUNCED VALUE OF TRANSACTIONS
45+
14
~13 Years
$1.8BN
APPROVED AND DEVELOPMENT-STAGE PRODUCTS
BLOCKBUSTER $1BN+ THERAPIES IN PORTFOLIO
PORTFOLIO WEIGHTED AVERAGE ROYALTY DURATION
AVERAGE ANNUAL CAPITAL DEPLOYMENT SINCE 2012
(1)
Refer to the section titled “Non-GAAP Reconciliations” of our Annual Report on Form 10-K for reconciliation of this non-GAAP measures to its corresponding GAAP measure.
Our 2021 performance showcases our capabilities and how we create long-term value for our people, community and shareholders.
Our Director Nominees
The following table provides summary information about each director nominee, and the expected composition of each Board committee following the Annual Meeting, assuming each director nominee is elected. All of the director nominees, except Mr. Hodgson, who is seeking election as a director for a term that would begin on the date of the Annual Meeting, are currently members of the Board and have been directors since 2020. Mr. Ford is not seeking re-election and his Board service will end on the date of the Annual Meeting.
Name
Age(1)
Primary Occupation
Independent
A
MDCC
NCG
Other
Public
Boards
Pablo Legorreta
Chairman and CEO
58
Chairman and CEO,
Royalty Pharma plc
​1
​Henry Fernandez
Lead Independent Director
63
Chairman and CEO,
MSCI Inc.

M
1
​Bonnie Bassler​, Ph.D.
59
Chair, Department of Molecular Biology at Princeton University

M
3
​Errol De Souza​, Ph.D.
68
Executive Chairman, Bionomics Ltd.

M
C
3
​Catherine Engelbert​
57
Commissioner, Women’s National Basketball Association

M
1
M. Germano Giuliani
50
Entrepreneur, Former Chairman and CEO, CFO, Giuliani SpA
1
David Hodgson
64
Vice Chairman, General Atlantic


C
M
​2
​Ted Love​, M.D.
63
President and CEO, Global Blood Therapeutics, Inc.

M
2
​Gregory Norden​
64
Former CFO, Wyeth

C
M
M
3
​Rory Riggs​
68
CEO, Syntax & Locus Analytics
1
(1)
Age as of the Record Date of the 2022 Annual Meeting.
A - Audit Committee MDCC - Management Development and Compensation Committee NCG - Nominating and Corporate Governance Committee
C - Chairperson M - Member
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PROXY SUMMARY
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Board Composition
Royalty Pharma maintains a diverse Board, which represents a wide range of experience and perspectives important to enhancing the Board’s effectiveness in fulfilling its oversight role. Below we highlight the composition of our director nominees.


The table below provides certain highlights of the composition of our Board members and nominees as of April 28, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of April 28, 2022)
​Total Number of Directors
​10
Part I: Gender Identity
Female
Male
Directors
2
8
Part II: Demographic
African American or Black
0
1
South Asian
0
1
Hispanic or Latinx
0
2
White
2
4
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PROXY SUMMARY
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Board Skills and Experience
The table below summarizes key qualifications, skills, or attributes most relevant to the decision to nominate the director to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director biography below describes these qualifications and relevant experience in more detail. We believe the table below demonstrates the breadth and diversity of the collective experience, expertise, and skills of our Board.
















Name
​Leadership
Finance /
Accounting
Science /
Biotech
Business
Strategy
Research/
Academic
Technology
Risk
Management
Public
Company
CEO
Pablo Legorreta





Henry Fernandez






Bonnie Bassler, Ph.D.



Errol De Souza, Ph.D.







Catherine Engelbert





​M. Germano Giuliani





David Hodgson





Ted Love, M.D.







Gregory Norden






Rory Riggs






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PROXY SUMMARY
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Our Strategy
We have a clear strategic plan to drive rapid and value-enhancing growth:
Acquire existing royalties on market-leading or late-stage development therapies with strong proof of concept;
Acquire newly-created royalties on market-leading or late-stage development therapies with strong proof of concept;
Provide additional funding to support acquisition of existing and synthetic royalties;
Acquire royalties by facilitating M&A transactions; and
Leverage our team’s capabilities in business adjacencies.
Our Points of Differentiation
We have established a number of significant points of differentiation that will enable us to further advance our leadership position and our status as a partner of choice to the biopharmaceutical ecosystem:
We are the leader in acquiring biopharmaceutical royalties with exposure to transformative therapies;
We have a significant cost of capital advantage with deep capital markets access;
We have a highly flexible business model that provides revenue and profit diversification;
We have management continuity and shareholder alignment; and
We have access to the entire research and development ecosystem.
ESG Highlights
Our responsibility to stakeholders is based around three key areas:
Integrity (maintaining the highest ethical standards);
Culture (promoting an inclusive and diverse workforce); and
Taking responsibility (being a responsible citizen).
To foster these principles, we have committed to promote an inclusive culture, including through our commitment to numerous social impact initiatives, employee development and comprehensive benefits. See “ESG at Royalty Pharma” for more detail on our culture and these commitments and initiatives. In addition, environmental, social and governance (“ESG”) topics are top priorities of our management and Board, with primary oversight of ESG by the Nominating and Corporate Governance Committee with regular Board review.
Compensation Philosophy and Highlights
We are externally managed and do not directly employ our executive officers. Our Management Development and Compensation Committee therefore is not responsible for designing the executive compensation program for our executive officers. However, our Manager strives to create an executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our executive officers, including our named executive officers, with the goal of promoting the interests of our shareholders. Our Manager’s executive compensation policies and practices are designed to ensure that its compensation program is consistent with our short-term and long-term goals and include:
A Management Development and Compensation Committee comprised of all independent directors;
Annual review of the compensation of the Manager;
At-risk compensation;
Multi-year vesting requirements; and
Pay-for-performance philosophy.
The annual compensation of our executive officers for our year ended December 31, 2021, including our named executive officers, is structured by our Manager using three principal elements: base salary, annual bonus and Equity Performance Awards. Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a full description of our Manager’s compensation philosophy, policies and practices.
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PROXY SUMMARY
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Governance and Board Best Practices
We accelerate innovation in life sciences by making the research and development ecosystem more productive, which we cannot fulfill with a narrow or short-term focus. Our adoption of leading governance practices fosters our sustained business success over the long term. Strong corporate governance, informed by participation from our shareholders, is essential to achieving our goals. Following a review of our compensation and governance policies and practices, members of management undertook a comprehensive shareholder outreach campaign that covered a cross-section of shareholders owning more than 50% of our shares. Based on our shareholder engagement, we made several governance enhancements which include:
Executive Share Ownership Guidelines for our named executive officers;
Enhanced compensation Clawback Policy with an expanded misconduct trigger; and
Provided detailed disclosure regarding our Policy on Mitigating Pledging Risk.
Additional information can be found under “Shareholder Engagement” below.
Our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. Having an independent Board is a core element of our governance philosophy. Of our 10 Board nominees, 9 are not members of management, of which 7 are independent.
Independent, Effective Board Oversight
 • Lead Independent Director
 • 7 out of 10 director nominees are independent
 • All committee chairs and members are independent
 • Board committed to maintaining an average tenure of 10 years or less for its independent directors as a group
 • Board committed to actively seeking highly qualified women and individuals from minority groups to include in the pool of potential Board nominees
 • Executive sessions follow all Board and committee meetings
 • Annual Board and committee self-evaluations using anonymous surveys to conduct the evaluations
 • Director orientation and continuing education programs for directors
 • Board approval required for related person transactions, including for any direct or indirect involvement of an executive officer or a director, or any of their family members, in our business activities
 • Insider Trading Policy to prohibit hedging and speculative trading of our securities
 • Policy on Mitigating Pledging Risk with quarterly risk reviews
Shareholder Rights
 • Each share has equal voting rights
 • All directors are elected annually
 • Directors are elected by majority vote
 • Shareholder right to call general meetings
 • Annual advisory shareholder vote on executive compensation
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Voting Matters
Proposals
Board Vote
Recommendation
Page
Reference
1
Election of Directors
“FOR”
Each Nominee
2
Vote on a Non-Binding Advisory Basis on the Compensation of Our Named Executive Officers
“FOR”
3
Ratification of Appointment of Independent Registered Public Accounting Firm
“FOR”
4
Vote to Receive U.K. Annual Report and Accounts
“FOR”
5
Vote on a Non-Binding Advisory Basis to Approve the U.K. Directors’ Remuneration Report
“FOR”
6
Vote to Approve the Re-Appointment of the U.K. Statutory Auditor
“FOR”
7
Vote to Authorize the Board of Directors to Determine the Remuneration of the U.K. Statutory Auditor
“FOR”
8
Vote to Approve the Terms of the Agreements and Counterparties pursuant to which We May Purchase our Class A Ordinary Shares
“FOR”
Resolutions in proposals 1-8 will be proposed during the Annual Meeting as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast (whether in person or by proxy) for or against a resolution are cast in favor of the resolution.
Further details of the proposals are set out in the Proxy Statement under the relevant descriptions of the proposals.
With respect to the non-binding advisory votes in proposals 2 and 5, the result of the vote for each proposal will not require our Board to take any action. Our Board values the opinions of our shareholders as expressed through advisory votes and other communications. Our Board will carefully consider the outcome of the advisory vote on each proposal.
Proposal 1. Each of the proposed directors will be elected if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the proposed election. This means that each of the director nominees must receive the simple majority of votes cast (whether in person or by proxy) for that director nominee to be elected to our Board. You may vote “FOR,” “AGAINST” or “ABSTAIN” for each director nominee. If you “ABSTAIN,” your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. This proposal is considered a non-routine matter, so if you are a street name shareholder, your broker, bank, or other nominee is not permitted to vote your shares on this proposal without your instruction (a “Broker Non-Vote”). Broker Non-Votes are not treated as entitled to cast a vote and, therefore, will have no impact on the proposal.
Proposals 2,4,5,7 and 8. Each proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. If you “ABSTAIN,” your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. Broker Non-Votes are not treated as entitled to cast a vote and, therefore, will have no impact on the proposals.
Proposals 3 and 6. Each proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. If you “ABSTAIN,” your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. These proposals are considered “routine” matters, so if you are a street name shareholder, your broker, bank, or other nominee has the discretion to vote your shares on each of these proposals even if your broker does not receive voting instructions from you.
Certain proposals on which shareholders are being asked to vote are customary, or required for public limited companies incorporated in England and Wales to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Specifically, proposals 4 through 8 are customary proposals, and may be mandated by English law.
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Proposal 1
ELECTION OF DIRECTORS
The Board recommends that shareholders vote “FOR” the election of each of the director nominees.
The nominees for election as directors are Pablo Legorreta, Henry Fernandez, Bonnie Bassler, Errol De Souza, Catherine Engelbert, M. Germano Giuliani, David Hodgson, Ted Love, Gregory Norden and Rory Riggs. William Ford is not seeking re-election and his Board service will end on the date of the Annual Meeting. David Hodgson has been nominated for election as a director at the Annual Meeting. If elected, his term will begin on the date of the Annual Meeting. Each of these nominees have been nominated by the Nominating and Corporate Governance Committee in accordance with our Articles of Association. Each nominee has consented to be named a director nominee in this Proxy Statement, and has indicated a willingness to serve if elected.
The term of our director nominees will expire at the 2023 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected or until the earlier of his or her death, resignation, retirement or removal.
Unless authority to vote for a particular nominee is exercised differently, the shares represented by the enclosed proxy will be voted “FOR” the election of each director nominee.
Information about the director nominees, including their ages, specific experience, qualifications and skills that led our Board to the conclusion that the director should be nominated to serve on our Board, are set forth below. There are no family relationships among any of our directors.
Our Director Nominees
​ Directors
Pablo
Legorreta
Henry
Fernandez
Bonnie
Bassler
Errol
De Souza
Catherine
Engelbert
M. Germano
Giuliani
David
Hodgson
Ted
Love
Gregory
Norden
Rory
Riggs
Age / Gender(1)
Age(1)
58
63
59
68
57
50
64
63
64
68
Gender
M
M
F
M
F
M
​M
M
M
M
Skills and Experience
Leadership
Finance / Accounting
Science / Biotech
Business Strategy
Research / Academic
Technology
​•
Risk Management
Public Company CEO
Race / Ethnicity / Nationality(2)
African American
South Asian
Hispanic or Latinx
White
Born outside the U.S.
(1)
Age as of the Record Date of the 2022 Annual Meeting.
(2)
Diversity characteristics based on information self-identified by each director to the Company.
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Director Nominees
The Board recommends that shareholders vote “FOR” the election of each of the director nominees.


Pablo Legorreta
Chairmen and CEO
Age: 58
Director Since 2020
Birthplace: Mexico
Committees: None
Pablo Legorreta

Experience:
Pablo Legorreta has been our Chief Executive Officer and Chairman of the Board since inception. Previously, Mr. Legorreta was an investment banker at Lazard Frères in Paris and New York. Mr. Legorreta is also a co-founder of Pharmakon Advisors, a leading provider of debt capital to the biopharmaceutical industry. Mr. Legorreta received a degree in industrial engineering from Universidad Iberoamericana in Mexico City.

Other Public Company Directorships:
Epizyme, Inc. (2019-present)

Qualifications:
Mr. Legorreta brings over 25 years of leadership experience and a demonstrated track record for delivering strong business results. Mr. Legorreta has deep knowledge of investing in biopharma as he has built and managed Royalty Pharma, the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, which contributes an important perspective to our Board’s discussion of opportunities and challenges in a rapidly evolving business environment. We also benefit from his extensive experience in the biopharmaceutical industry which enables him to bring a broad perspective of the issues facing our industry.

Henry Fernandez
Lead Independent Director
Age: 63
Director Since 2020
Birthplace: Mexico
Committees:
 • Audit Committee
(Member)
Henry Fernandez

Experience:
Henry Fernandez has been a member of our Board since July 2020. Mr. Fernandez has served as a director and Chairman of the board of directors of MSCI Inc. (“MSCI”) since 2007 and as MSCI’s CEO since 1998. He served as MSCI’s President from 1998 to 2017. Before leading MSCI’s transition to becoming a fully independent, public company in 2007, Mr. Fernandez was a Managing Director at Morgan Stanley. Mr. Fernandez holds a Bachelor of Arts in economics from Georgetown University, an M.B.A. from the Stanford University Graduate School of Business and pursued doctoral studies in economics at Princeton University.

Other Public Company Directorships:
MSCI (2007-present)

Qualifications:
Mr. Fernandez was selected to serve on our Board because of his extensive finance, board and leadership experience. Mr. Fernandez brings additional insight to the Board and management acquired by leading the internal and external growth of MSCI, founding two private equity investment firms and working in various areas at Morgan Stanley. This expertise will remain vital to the Board in its oversight of Royalty Pharma’s growth plans and competitive strategies.
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Bonnie Bassler, Ph.D.
Independent Director
Age: 59
Director since 2020
Birthplace: United States
Committees:
 • Management
Development and
Compensation Committee
(Member)
Bonnie Bassler, Ph.D.

Experience:
Bonnie Bassler, Ph.D. has been a member of our Board since June 2020. Dr. Bassler currently serves in several roles at Princeton University, including, Chair of the Department of Molecular Biology since 2013, associated faculty member of the Department of Chemistry since 2010, Investigator at the Howard Hughes Medical Institute since 2005, Professor in the Department of Molecular Biology since 1994, and associate faculty member of the Princeton Environmental Institute since 1996. Previously, Dr. Bassler served as the Director of the Council on Science and Technology at Princeton University from July 2008 to June 2013. Dr. Bassler has served as a Trustee of the Alfred P. Sloan Foundation since 2014. Dr. Bassler served as a board member of the American Association for the Advancement of Science from January 2012 to December 2016. She was a member of the National Science Board from January 2010 until May 2016. Dr. Bassler has been elected to the National Academy of Sciences, the National Academy of Medicine, and the Royal Society, among other honorific organizations. She received a B.S. in biochemistry from the University of California-Davis and a Ph.D. in biochemistry from the John Hopkins University.

Other Public Company Directorships:
Cidara Therapeutics, Inc. (2021-present)
Kaleido Biosciences, Inc. (2018-present)
Regeneron Pharmaceuticals, Inc. (2016-present)

Qualifications:
Dr. Bassler was selected to serve on our Board because of her extensive scientific knowledge and her scientific and academic career and accomplishments, as well as her experience serving on boards across academia and the biopharma industry.

Errol De Souza, Ph.D.
Independent Director
Age: 68
Director since 2020
Birthplace: India
Committees:
 • Management
Development and
Compensation Committee
(Member)
 • Nominating and Corporate
Governance Committee
(Chair)
Errol De Souza, Ph.D.

Experience:
Errol De Souza, Ph.D. has been a member of our Board since June 2020 and was a member of the Investment Committee of Royalty Pharma from 2008 to June 2020. Previously, Dr. De Souza held various management positions at companies including President, CEO & Director at Biodel from March 2010 to January 2016, Founder, Executive Vice President of R&D and Director at Neurocrine Biosciences from October 1992 to August 1998, President, CEO & Director at Synaptic Pharmaceutical Corporation from September 2002 to March 2003, and Senior Vice President & Head of US R&D at Hoechst Marion Roussel Pharmaceuticals and Aventis Pharmaceuticals (now Sanofi) from September 1998 to September 2002. Dr. De Souza has a B.A. in physiology from the University of Toronto and a Ph.D. in neuroendocrinology from the University of Toronto and was a postdoctoral fellow in neuroscience at The Johns Hopkins University School of Medicine.

Other Public Company Directorships:
Bionomics Ltd. (2008-present)
Catalyst Biosciences, Inc. (2015-present)
Cyclerion Therapeutics, Inc. (2021-present)

Qualifications:
Dr. De Souza was selected to serve on our Board because of his deep expertise in the biopharmaceutical industry, having founded companies and served as executive chairman, president and CEO of several public and private biopharmaceutical companies.
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Catherine Engelbert
Independent Director
Age: 57
Director since 2020
Birthplace: United States
Committees:
 • Audit Committee
(Member)
Catherine Engelbert

Experience:
Catherine Engelbert has been a member of our Board since June 2020. Ms. Engelbert was with Deloitte from 1986 through 2019, and held various senior positions, including as a partner serving the pharmaceutical and life sciences practice for over two decades, and then as CEO from 2014 to 2019. In July 2019, Ms. Engelbert became the first Commissioner of the Women’s National Basketball Association. Ms. Engelbert previously served on the board of Deloitte and as the first woman chair of the Center for Audit Quality Governing Board. Ms. Engelbert also served as the first woman chair of the Catalyst Board, a global non-profit organization that promotes inclusive workplaces for women. She was a founding member of the CEO Action for Diversity and Inclusion, is a vice chair of the Partnership for New York City and previously served as a member of the Business Roundtable, where she sat on the Education & Workforce and Immigration committees.

Other Public Company Directorships:
McDonald's Corporation (2019-present)

Qualifications:
Ms. Engelbert was selected to serve on our Board because her experience as Commissioner of a professional sports league and as former chief executive officer of Deloitte LLP provides knowledge of global business operations, finance, leadership, strategy and risk management matters. Having led a firm of 100,000 professionals at Deloitte LLP, she also brings significant experience in talent management. She is a Certified Public Accountant. Ms. Engelbert’s qualification as an “audit committee financial expert” is an important attribute as a member of our Audit Committee.

Germano Giuliani
Non-Management Director
Age: 50
Director since 2020
Birthplace: United Kingdom
Committees: None
M. Germano Giuliani

Experience:
M. Germano Giuliani has been a member of our Board since June 2020 and was a member of the Investment Committee of Royalty Pharma from 2000 to June 2020. Since 2015, Mr. Giuliani has been an entrepreneur. Previously, he served as the chief financial officer, chairman and chief executive officer of Giuliani SpA. Mr. Giuliani has a degree in economics and commerce from the Catholic University of the Sacred Heart in Milan, Italy.

Other Public Company Directorships:
HBM Healthcare Investments AG (2012-present)

Qualifications:
Mr. Giuliani was selected to serve on our Board because of his extensive global management experience, financial acumen, investment expertise and investor insights, along with his public company board experience.
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David Hodgson
Independent Director
Age: 64
Director Nominee
Birthplace: United States
Committees:
 • Management Development
and Compensation
Committee (Chair)
 • Nominating and
Corporate Governance
Committee (Member)
David Hodgson

Experience:
David Hodgson has been nominated to serve as a member of our Board and is standing for election at the 2022 Annual Meeting. Mr. Hodgson is a Managing Director and Vice Chairman of General Atlantic, a global growth private equity firm. Mr. Hodgson serves on the board of directors of Johns Hopkins HealthCare and Johns Hopkins Medicine International. Mr. Hodgson holds an A.B. in Mathematics and Social Sciences from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business.

Other Public Company Directorships:
TriNet Group, Inc. (2005-present)
Alignment Healthcare, Inc. (2014-present)

Qualifications:
Mr. Hodgson was selected to serve on our Board because of his extensive management and board experience acquired over his 35 years at General Atlantic, one of the world’s leading growth equity investment firms, and his extensive knowledge of business, finance and strategic transactions, which provide valuable insight for our long-term corporate and business strategy.

Ted Love, M.D.
Independent Director
Age: 63
Director since 2020
Birthplace: United States
Committees:
 • Nominating and Corporate
Governance Committee
(Member)
Ted Love, M.D.

Experience:
Ted Love, M.D. has been a member of our Board since July 2020. Dr. Love has served as president and chief executive officer of Global Blood Therapeutics, Inc since June 2014. From February 2010 to August 2012, he served as executive vice president, research and development and technical operations, at Onyx Pharmaceuticals, Inc. Prior to Onyx, from 2001 to January 2009, Dr. Love served as president, chief executive officer and chairman of Nuvelo, Inc. Prior to that, he served as senior vice president, development, at Theravance, Inc. from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love served as a consultant in medicine in the Department of Cardiology at the Massachusetts General Hospital. Within the past five years, Dr. Love previously served on the board of directors of Amicus Therapeutics, Inc., a biotechnology company, and Cascadian Therapeutics, Inc., a biopharmaceutical company. Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital.

Other Public Company Directorships:
Global Blood Therapeutics, Inc. (2014-present)
Seagen Inc. (2020-present)

Qualifications:
Dr. Love was selected to serve on our Board because of his more than 20 years of leadership and management experience in the biopharmaceutical industry, including Global Blood Therapeutics, Inc. and Onyx Pharmaceuticals, Inc., in addition to his prior experience as a practicing physician. He brings both strong business expertise and knowledge of patient perspectives to our Board.
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Gregory Norden
Independent Director
Age: 64
Director since 2020
Birthplace: United States
Committees:
 • Audit Committee (Chair)
 • Management Development
and Compensation
Committee (Member)
 • Nominating and Corporate
Governance Committee
(Member)
Gregory Norden

Experience:
Gregory Norden has been a member of our Board since June 2020 and was a member of the Investment Committee of Royalty Pharma from 2014 to June 2020. From 1989 to 2010, Mr. Norden held various senior positions at Wyeth, including most recently as Chief Financial Officer. Mr. Norden started his career with Arthur Andersen & Company. Mr. Norden is a former director of Human Genome Sciences, Univision, where he served until 2020, and Welch Allyn.

Other Public Company Directorships:
NanoString Technologies, Inc. (2012-present)
Praxis Precision Medicines, Inc. (2019-present)
Zoetis Inc. (2013-present)

Qualifications:
Mr. Norden was selected to serve on our Board because of his vast financial and accounting expertise and along with his extensive public company board experience. As former chief financial officer of Wyeth, Mr. Norden has broad knowledge of global business operations, finance, leadership, strategy and risk management matters. Mr. Norden’s qualification as an “audit committee financial expert” is an important attribute as Chair of our Audit Committee.

Rory Riggs
Non-Management Director
Age: 68
Director since 2020
Birthplace: United States
Committees: None
Rory Riggs

Experience:
Rory Riggs has been a member of our Board since June 2020 and was a member of the Investment Committee of Royalty Pharma from 2000 to June 2020. Mr. Riggs co-founded Royalty Pharma Investments in 1996 and served as the chairman of its investment committee from 2003 to 2020. Since April 2010, Mr. Riggs has served as founder and Chief Executive Officer of Syntax, LLC and Locus Analytics, LLC, sister development-stage ventures focused on creating a new information technology platform for business and finance. Mr. Riggs has a B.A. from Middlebury College and an MBA from Columbia University.

Other Public Company Directorships:
FibroGen, Inc. (1993-present)
Intra-cellular Therapies, Inc. (2014-present)
StageZero Life Sciences, Ltd. (2013-present)

Qualifications:
Mr. Riggs was selected to serve on our Board because of his valuable industry knowledge, management expertise, investment structuring and financial acumen along with his vast experience as a founder, executive officer and director of successful companies in the biopharmaceutical industry.
Recommendation and Required Vote
For a director nominee to be elected, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the director nominee’s election. Separate resolutions for the election of each nominee will be submitted for shareholder vote at the Annual Meeting. Our Board believes that the election of each director nominee is advisable and in the best interests of Royalty Pharma and our shareholders.
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CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Royalty Pharma and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goals. Highlights include:
Shares have equal voting rights
An increasingly diverse Board with the appropriate mix of skills, experience and perspective
A Lead Independent Director with meaningful role and responsibilities
Assuming all director nominees are elected at the Annual Meeting, seven of our ten directors will be independent under the Nasdaq listing standards
Directors are elected annually under a majority voting standard
All committees of the Board are fully independent
Robust share ownership requirements for independent directors and executive officers
Insider Trading Policy prohibits short sales, transactions in derivatives and hedging of our securities; and robust Policy on Mitigating Pledging Risk with quarterly risk reviews
Our Board and committees conduct annual performance self-evaluation
Our Board regularly receives training and updates on ethics, compliance and governance
Our Board is focused on ESG topics, including human capital and environmental issues
Corporate Governance Guidelines
Royalty Pharma has adopted a set of Corporate Governance Guidelines which are available on our website at www.royaltypharma.com, under “Investors—Governance.” Among the topics addressed in our Corporate Governance Guidelines are:
Board independence and qualifications
Conflicts of interest
Executive sessions of directors
Share ownership
Board leadership structure
Board access to management
Director qualification standards
Board access to independent advisors
Director orientation and continuing education
Board and committee self-evaluations
Limits on director service on other boards
Frequency of board meetings
Notification of a change of principal occupation
Meeting attendance by directors & non-directors
Term limits
Duties of board committees
Director compensation
Leadership team succession planning
Limits on Director Service on Other Boards
We have a highly effective and engaged Board, and we believe that our directors’ outside directorships enable them to contribute valuable knowledge and experience to the Board. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboarding to compromise the ability of these directors to effectively serve on the Board. Our Corporate Governance Guidelines limit each director’s service on other boards of public companies to a number that permits them, given their individual circumstances, to responsibly perform all director duties and, in all events, this service may not exceed three other public company boards for directors not serving as an
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executive officer of a public company and one other public company for a director serving as an executive officer of a public company. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual Board and committee self-evaluation process, which aims to evaluate the effectiveness and engagement of Royalty Pharma’s directors, including in the context of their external commitments.
While the Board considers its directors’ outside directorships during this evaluation process, the Board recognizes that this is one of many outside obligations which could potentially impair a director’s capacity to dedicate sufficient time and focus to their service on the Board. As such, the Board evaluates many factors when assessing the effectiveness and active involvement of each director. Such other factors include:
the director’s attendance at Board and committee meetings;
the director’s participation and level of engagement during these meetings;
the role played by the director on our Board, as well as on his or her outside boards, including committee membership and chair positions; and
the experience and expertise of the director, including both relevant industry experience and service on other (related) public company boards, which enables the director to serve on multiple boards effectively.
Therefore, on a case-by-case basis, it may be appropriate for the Board to impose further restrictions on outside board service or waive this requirement as to any director if it deems a waiver to be in the best interests of the Company and our shareholders. The Board has granted a waiver to its overboarding policy to each of Errol De Souza, Ph.D. and Ted Love, M.D. for the following reasons:
Drs. De Souza and Love have deep experience in leadership and management within the biopharmaceutical industry, which provides our Board with significant industry knowledge, strategic insights and operational and management expertise. Their experience on the boards of directors of other public companies will continue to benefit us by providing them with insight and experience that enhances their value to our Board;
Drs. De Souza and Love have attendance records that demonstrate a commitment to our Board, participating in 100% of quarterly Board meetings and 100% of Committee meetings;
Drs. De Souza and Love are appropriately engaged with management and the other members of the Board outside of meetings of the Board and their respective committees; and
Drs. De Souza and Love have experience, viewpoints, skills and demographic backgrounds that add to the diversity of our Board.
We schedule our Board and committee meetings two years in advance to ensure director availability and maximum participation. Directors serve for one-year terms; accordingly, there is an opportunity to evaluate annually each director’s ability to serve, which is further discussed in the “Annual Board and Committee Self-Evaluations” section below.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Ethics is available on our website at www.royaltypharma.com, under “Investors—Governance.” If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waivers from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
Political Activity and Spending
We recognize the importance of the political process and policy arena in supporting our mission to accelerate innovations in the life sciences through collaboration with innovators to make the research and development ecosystem more productive. However, we did not engage in any lobbying or political activities in 2021. In accordance with English company law, political donations are subject to prior authorization by a resolution of our shareholders. We have not made political donations or incurred any political expenditures in 2021. In addition, we have not made any contributions to any political party during 2021.
Director Independence
The listing rules of the Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees be independent.
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In addition, Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not during the past three years, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board analyzed the independence of each director and nominee. In its most recent review, our Board determined that Bonnie Bassler, Errol De Souza, Catherine Engelbert, Henry Fernandez, William Ford, David Hodgson, Ted Love and Gregory Norden are “independent directors” as defined under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Our Board has also determined that all members of our Audit Committee, Management Development and Compensation Committee and Nominating and Corporate Governance Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.
Board Leadership Structure
The Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board and makes such recommendations to our Board with respect thereto as appropriate. When the positions of chairman and chief executive officer are held by the same person, our Board may designate a “lead independent director”.
The responsibilities of the lead independent director include:
presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors;
approving meeting schedules and agendas of the Board;
acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board; and
performing such other functions and responsibilities as requested by our Board from time to time.
Our Board determined that having our Chief Executive Officer also serve as the Chairman of our Board provides us with optimally effective leadership and is in our best interests and those of our shareholders. Mr. Legorreta founded and has led our company since its inception. Our Board believes that Mr. Legorreta’s strategic vision for our business, his in-depth knowledge of our operations and the biopharmaceutical industry, and his experience serving on our Board and as Chief Executive Officer since our inception make him well qualified to serve as both Chairman of our Board and Chief Executive Officer.
Because Mr. Legorreta serves in both these roles, our Board appointed Mr. Fernandez to serve as our lead independent director. As lead independent director, Mr. Fernandez presides over periodic meetings of our independent directors, serves as a liaison between the Chairman of our Board and the independent directors, and performs such additional duties as our Board may otherwise determine and delegate.
Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board, and sound corporate governance policies and practices.
Robust Director and Executive Share Ownership Guidelines
We encourage directors and executive officers to own our shares. In order to complement our compensation programs and further align the interests of our directors and our named executive officers with those of our shareholders, our Board adopted Director Share Ownership Guidelines and Executive Share Ownership Guidelines pursuant to which the following persons are expected to own equity in the Company with the following aggregate market values:
Individual(s)
Guideline
​Value
($)(1)
CEO
Greater of 5x base salary or
1,000,000 shares
​40,000,000
Other Named Executive Officers
3x base salary
3,150,000
Independent Directors
5x annual cash retainer
750,000
(1)
Valued at $39.85, our closing share price on December 31, 2021. Based on each named executive officer’s base salary for the year ended December 31, 2021, except for Dr. Urist who is expected to own $2,100,000 of our equity.
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Our independent directors and our executive officers are expected to attain compliance with these ownership guidelines by the fifth anniversary of our IPO, if serving as an independent director or executive officer at the time of our IPO or by the fifth anniversary of their appointment or election, in the case of an independent director, or their hire or promotion date, in the case of an executive officer, in each case if not serving at the time of our IPO. Thereafter, independent directors and executive officers are required to certify as to his or her compliance with these ownership guidelines at least once each year. For additional details regarding our director share ownership guidelines, see “Director Compensation—Director Share Ownership Guidelines” and for additional details regarding our executive share ownership guidelines, see “Robust Share Retention Obligations and Executive Share Ownership Policy.”
Hedging and Speculative Trading Prohibited
We have adopted, as part of our insider trading policy, a policy prohibiting directors, officers and employees of the Manager from hedging transactions or similar arrangements with respect to our securities that are designed to hedge or speculate on any change in the market value of our securities. This policy was established in order to avoid the appearance of improper or inappropriate conduct by any such director, officer or employee of the Manager.
In addition, all directors, officers and employees of the Manager are prohibited from engaging in short sales of our securities. Further, such individuals are prohibited from buying or selling puts or calls or other derivative securities on our securities.
Policy on Mitigating Pledging Risk
Our Board believes that pledging shares as collateral for personal loans can create risks, including the risk of margin calls that could result in the forced sale of our Class A ordinary shares. At the same time, however, the Board considers that prohibiting the pledging of shares could simply lead directors and executive officers to sell shares in order to obtain the liquidity they desire, reducing their investment in the Company and the alignment of their personal interests with those of the Company. The Board has therefore designed the Policy on Mitigating Pledging Risk to balance these concerns and mitigate risk to the Company and our shareholders, particularly in light of the significant retention obligations of our named executive officers described below.
Our executive officers who were serving at the time of our IPO have agreed to retain a substantial percentage of shares they owned as of the date of our IPO in June 2020 for five years after the date of the IPO. The percentage of the shares that our named executive officers have agreed to retain and their share ownership as a multiple of their base salary is as shown below.
Name and Principal Position
Percentage
of Shares
Subject to
Retention
​Share
Ownership
as a
Multiple of
Salary(1)
Pablo Legorreta
Chief Executive Officer
65%
​392x
Terrance Coyne
Executive Vice President & Chief Financial Officer
​81%
​219x
Christopher Hite
Executive Vice President & Vice Chairman
​49%
​36x
George Lloyd
Executive Vice President, Investments & General Counsel
​76%
​298x
Marshall Urist, M.D., Ph.D.
Executive Vice President, Research and Investments
​93%
​122x
(1)
Based on each named executive officer’s base salary for the year ended December 31, 2021.
As a result of the significant retention obligations of the named executive officers described above, their ability to sell shares in order to obtain liquidity is severely restricted. The Board determined that allowing our directors and executive officers to pledge their shares subject to significant limitations for personal liquidity needs instead of selling their shares is in the best interests of the Company and its shareholders as it encourages its directors and executive officers to retain their shares and aligns the interests of its directors and executive officers with those of the Company and its shareholders.
In order to reduce the risk of forced sales of pledged shares as a result of a margin call following a decline in the market price of our Class A ordinary shares, our Policy on Mitigating Pledging Risk limits the amount of debt that can be incurred by our directors and executive officers secured by the pledge of our shares. Pursuant to our Policy on Mitigating Pledging Risk, directors and executive officers may not incur a loan secured by the pledge of our shares if the loan balance would exceed 20% of the value of shares pledged on the date the loan is incurred.
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Example: A director wishes to pledge 100,000 Class A ordinary shares as collateral for a personal loan, and the current share price is $40 per Class A ordinary share. The director may borrow up to 20% of 100,000 x $40, or $800,000, secured by a pledge of such Class A ordinary shares.
Assuming a typical 60% loan to value margin loan maintenance requirement, if a director were to borrow an amount equal to 20% of the value of shares pledged, the Class A ordinary shares would need to decline by over 60% to trigger a margin call. Given the low volatility of our Class A ordinary shares, the Board considers the risk of a 60% decline in the price of Class A ordinary shares, even in the event of a market crisis, to be remote.
In order to monitor the risk associated with loans secured by shares, the Audit Committee of the Board receives reports from the Manager at least quarterly regarding the amount of any loans by management secured by shares and compliance with the 20% loan to value limitation. We believe that this monitoring is effective and we have confirmed that each of our directors and executive officers who have pledged shares are and have been compliant with this policy since our last confirmation.
The Policy on Mitigating Pledging Risk requires the Audit Committee to review all pledging arrangements, assess any risks to Royalty Pharma and its shareholders and report on the arrangements to the Board. The Policy on Mitigating Pledging Risk provides that all pledges must comply with Royalty Pharma’s Insider Trading Policy and must be pre-cleared as specified in accordance with its trading pre-clearance procedures. The Audit Committee may seek outside advice in connection with its oversight of pledging arrangements.
See “Security Ownership of Certain Beneficial Owners” for information regarding shares pledged by our directors and executive officers as of the Record Date. Note that such disclosure reports the total number of shares pledged. However, the actual amount of borrowings against such securities as of such date is subject to the 20% loan to value limitation described above and in some cases is much less than 20% of the value of the securities pledged.
Committees of our Board
Our Board has established an Audit Committee, a Management Development and Compensation Committee, and a Nominating and Corporate Governance Committee. The expected composition of each Board committee following the Annual Meeting, assuming each director nominee is elected, and responsibilities of each committee are described below.
Name
Role
Audit Committee
Management
Development and
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Henry Fernandez
Bonnie Bassler, Ph.D.
Errol De Souza, Ph.D.
Catherine Engelbert
​David Hodgson
Ted Love, M.D.
Gregory Norden
Lead Independent Director
Chairperson
Financial Expert
Member
Each of these committees has a written charter approved by our Board. Copies of the charters for each committee are available, without charge, upon request in writing to Royalty Pharma plc, 110 East 59th Street, New York, New York 10022, Attn: Investor Relations, or in the “Investors” section of our website, which is located at www.royaltypharma.com, under the heading “Governance.” Directors serve on these committees until their resignations or until otherwise determined by our Board.
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Audit Committee
 

Gregory Norden (Chair)
Catherine Engelbert
Henry Fernandez

Meetings during 2021: 10

100% attendance

Independence:
Our Board has determined that each member of the Audit Committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.

Financial experts:
Our Board has determined that each of Mr. Norden and Ms. Engelbert is an “audit committee financial expert,” as defined in the applicable SEC rules.
We have adopted an Audit Committee Charter which outlines the principal functions of the Audit Committee, which include:
• reviewing and discussing with management and the independent auditors our quarterly and annual financial statements and earnings press releases prior to public dissemination;
• appointing and overseeing the work of any accounting firm engaged as the independent registered public accounting firm to audit our consolidated financial statements;
• evaluating the qualifications, independence and performance of the independent registered public accounting firm;
• discussing the scope and findings of the audit with the independent registered public accounting firm;
• establishing procedures for anonymous submission of concerns regarding questionable accounting or audit matters;
• considering the adequacy of our internal controls over financial reporting;
• reviewing all policies and practices to be used with respect to risk assessment and risk management;
• reviewing insurance programs, including director and officer insurance and general liability insurance;
• reviewing all policies and practices with respect to information security and technology risk (including cyber security risk);
• overseeing compliance with our Policy on Mitigating Pledging Risk and risks related to pledging arrangements;
• overseeing our compliance with legal and regulatory requirements; and
• approving or, as permitted, pre-approving all audit and non-audit services to be performed by the
independent registered public accounting firm.
 
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Management Development and Compensation Committee
 

William Ford (Chair)*
Bonnie Bassler, Ph.D.
Errol De Souza, Ph.D.
Gregory Norden

Meetings in 2021: 4

100% attendance

Independence:
Our Board has determined that each member of the Management Development and Compensation Committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.
We have adopted a Management Development and Compensation Committee Charter which outlines the principal functions of the Management Development and Compensation Committee, which include:
• evaluating the performance of the Manager in light of the goals and objectives of the Company and the terms of the Management Agreement;
• reviewing the terms of the Management Agreement;
• reviewing the compensation and fees payable to the Manager under the Management Agreement;
• determining the remuneration for our non-employee directors for Board and Committee service;
• ensuring appropriate leadership development;
• developing temporary and permanent succession plans for senior management;
• providing feedback to the Manager regarding the Manager’s senior management team; and
• reviewing and assessing risks arising from compensation policies and practices.


  
*William Ford will not seek re-election at the Annual Meeting. If David Hodgson is elected by shareholders to the Board, we expect that he will serve as Chair of the Management Development and Compensation Committee.
Nominating and Corporate Governance Committee
 

Errol De Souza, Ph.D. (Chair)
William Ford*
Ted Love, M.D.
Gregory Norden

Meetings in 2021: 4

88% attendance

Independence:
Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the current Nasdaq and SEC rules and regulations.








We have adopted a Nominating and Corporate Governance Committee Charter which outlines the principal functions of the Nominating and Corporate Governance Committee, which include:
• reviewing and evaluating the size, composition, function and duties of the Board;
• establishing criteria for the membership on our Board, and identifying individuals qualified to become members of our Board;
• recommending directors to serve on Board committees;
• reviewing our actions relating to corporate social responsibility an sustainability, including environmental, social and corporate governance matters, and the impact those issues have on our business and stakeholders;
• reviewing our performance, risks, controls, policies and procedures relating to corporate social responsibility and sustainability;
• overseeing relevant corporate social responsibility reports involving the Company;
• overseeing compliance with our Code of Business Conduct and Ethics and considering any requests for waivers for our directors, executive officers and other senior financial officers (with waivers to be approved by the Board);
• reviewing related person transactions in accordance with our Related Person Transaction Policy;
• evaluating the performance of our Board and individual directors; and
• advising our Board on corporate governance matters.

  
*William Ford will not seek re-election at the Annual Meeting. If David Hodgson is elected by shareholders to the Board, we expect that he will serve as a member of the Nominating and Corporate Governance Committee.
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Board and Committee Meetings and Attendance
Our Board and its committees meet regularly throughout the year and act by written consent from time to time. During 2021, our Board met twelve times, the Audit Committee met ten times, the Management Development and Compensation Committee met four times, and the Nominating and Corporate Governance Committee met four times. During 2021, each member of our Board attended at least 88% of the aggregate of all meetings of our Board and of all meetings of committees of our Board on which such member served that were held during the period in which such director served.
Board Attendance at Annual Meeting
Our policy is to invite and encourage each director on our Board to be present at our Annual Meeting. Each director on our Board attended our 2021 Annual Meeting held on June 24, 2021.
Director Nominations Process
The Nominating and Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its committees. In considering whether to recommend any particular candidate to serve on the Board or its committees or for inclusion in the Board’s slate of recommended director nominees for election at the Annual Meeting, the Nominating and Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines.
Specifically, the Nominating and Corporate Governance Committee may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; experience as a board member of another publicly held company; professional and academic experience relevant to the pharmaceutical industry; leadership skills; experience in finance, accounting and compensation practices; and diversity of background and perspective, including, but not limited to, with respect to race, ethnicity, gender, geography, sexual orientation, age, nationality, religious beliefs, socio-economic status, physical and/or mental capabilities. In determining whether to recommend a director for reelection, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.
We are committed to actively seeking out highly qualified diverse individuals to include in the pool from which new director candidates are chosen. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas. The Board recognizes the value of diversity and thus has included diversity of background and perspective, including, but not limited to, with respect to race, ethnicity, gender, geography, sexual orientation, age, nationality, religious beliefs, socio-economic status, physical and/or mental capabilities, as factors that will be taken into consideration by the Nominating and Corporate Governance Committee when evaluating the suitability of, and recommending, candidates for election by shareholders, and by the Board in approving such candidates.
In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, shareholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the evaluation process and other perceived needs of the Board.
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When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the Board member’s biographical information as included in this Proxy Statement. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the Annual Meeting.

Recommendations, Nominations and Shareholder Nominated Director Candidates
The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to the Company should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our Articles of Association for shareholders to recommend director nominees. Shareholders wishing to propose a candidate for consideration may do so by submitting the above information to Computershare Company Secretarial Services Limited at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS13 8AE. Director nominations by shareholders must meet the timing and other requirements described under the heading “Shareholder Proposals and Director Nominations.”
Shareholder Engagement
By the Numbers: Shareholder Engagement in 2021
 
 
 
>400
Meetings with
investors and analysts

10
Investor Conferences
6
non-deal roadshows
 
 
 
May 17, 2022
Investor Day to be held
>50%
Met with investors representing
>50% of our shares
We believe that engaging with our shareholders, prospective shareholders and sell-side analysts is the best way to address the issues that matter most to them. Dialogue with these constituencies helps us understand their perspectives on our goals and expectations for performance, as well as identify issues that might affect our long-term strategy, corporate governance and compensation practices. As such, we offer several opportunities to provide feedback to our Board and senior management, including inviting certain shareholders to address the Board and present their views on the Company.
Our Investor Relations team leads year-round outreach efforts with our investors and the investment community. During these engagements, we typically discuss topics such as market trends affecting our industry, the competitive environment, our financial performance and our overall outlook.
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We also engage with shareholders before, during and after the proxy season, including by hosting a Governance Roadshow, to review and receive feedback on our governance practices and design of our executive compensation program. Topics discussed include:
 Company performance and progress against our long-term strategy
 Executive compensation program
Current and emerging corporate governance practices and trends, including ESG considerations
Risk management
 Board composition and leadership structure
The feedback we receive from these discussions is carefully considered by the Board, the Nominating and Corporate Governance Committee and the Management Development and Compensation Committee.
Our directors and senior executives recognize the benefits that come from providing our shareholders, prospective shareholders and sell-side analysts with visibility and transparency into our business and knowing their positions on issues that are important to them. To that end, we have scheduled an Investor Day for May 17, 2022.
Annual Board and Committee Self-Evaluations
Annual Board Self-Evaluations
The Board conducts an annual self-evaluation that is intended to determine whether the Board, its committees, and each member of the Board is functioning effectively, and to provide an opportunity to reflect upon, and improve, processes and effectiveness. The self-evaluations provide each director with an opportunity to assess the effectiveness and performance of the Board, its committees, as well as topics such as, among others, Board and committee composition and refreshment; timing, agenda, and content of Board and committee meetings; Board dynamics and function; and executive succession planning. A summary of the results is presented to the Board on an anonymous basis, identifying any themes or issues that have emerged. The Board considers the results and ways in which Board processes and effectiveness may be improved.
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Annual Committee Self-Evaluations
Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the committee’s charter, as well as ways in which committee processes and effectiveness may be improved.
Annual Self-Evaluation Process
1
2
3
4
5
Complete Questionnaire
Review
and Assess
Responses
Discuss
Results
Formulate
Action Plan
Follow
Up
Nominating and Corporate Governance Committee provide their thoughts on the factors to be used in evaluation as well as oversees and approves the process and guidelines for the evaluations.
Each director completes an anonymous self-evaluation questionnaire covering a range of topics, including structure, culture and roles of the Board and its committees.
Management compiles the quantitative and qualitative data from the questionnaire and consults with the Nominating and Corporate Governance Committee on the results. The Lead Independent Director and Nominating and Corporate Governance Committee review the results with the full Board in executive session.
The Lead Independent Director and Nominating and Corporate Governance Committee discuss with management the feedback provided by the Board and any requests or enhancements in practices.
Feedback from the self-assessment has resulted in increased focus on strategy and succession planning.
While this formal self-evaluation process is conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round, both inside and outside the boardroom.
Director Orientation and Continuing Education
Our orientation programs are designed to familiarize new directors with our businesses, strategies and policies and assist new directors in developing Company and industry knowledge to optimize their service on the Board.
Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed programs or programs presented by third parties.
Term Limits
Under Royalty Pharma’s Corporate Governance Guidelines, a non-employee director may serve for no more than 15 years.
Age Limits
Under Royalty Pharma’s Corporate Governance Guidelines, a director is required to retire when he or she reaches age 75. A director elected to the Board prior to his or her 75th birthday may continue to serve until the annual general meeting following his or her 75th birthday. On the recommendation of the Nominating and Corporate Governance Committee, the Board may waive this requirement as to any director if it deems a waiver to be in the best interests of the Company and our shareholders.
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Board Oversight of Risk Management
The Board, as a whole, has responsibility for overseeing our risk management process, although the committees of our Board oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our Board and its committees is supported by our management reporting processes. Our management reporting processes are designed to provide our Board and our management responsible for risk assessment with visibility into the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity, compensation-related risk and tax), legal, cybersecurity and reputational risks. Our Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management at each regular Board meeting, receives reports on committee activities at each regular Board meeting, and evaluates the risks inherent in transactions. Each committee of our Board meets with management and representatives of outside advisors to oversee risks associated with their respective principal areas of focus. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.
Board of Directors
 
Strategic
Operational
Financial
• Key Investments
• Major Initiatives
• Market Dynamics
• Communications and Investor Relations
• Governance
• Human Capital
• Diversity and Inclusion
• Information Technology
• Cybersecurity
• Systemic risks
• Liquidity and Credit
• Accounting and Financial Reporting
• Capital Structure
• Tax structure



Audit Committee
​Management Development and Compensation Committee
Nominating and Corporate Governance Committee
• Reviews our policies and processes with respect to enterprise risk management (“ERM”)
• Regularly reviews, discusses and addresses the key risks identified in the ERM process with management
• Periodically reviews the steps management has taken to monitor and control such risk exposures
• Regularly conducts reviews of the efficacy of our information security and technology risks (including cybersecurity risk) and related policies and procedures
• Regularly reviews and discusses with management legal and compliance matters, including related risks
• Reviews risks associated with our Manager’s compensation, including the extent to which management has taken steps to monitor or mitigate such exposures
• Regularly reviews and discusses with management risks relating to executive succession and management development matters, including matters such as human, capital, diversity and inclusion, management development and talent recruitment, retention and engagement
• Reviews risks related to our corporate governance structures and processes
• Assesses risks related to the independence of our Board
• Regularly discusses Board composition and director succession planning, including related risks
• Regularly reviews and discusses with management our management of risks related to corporate responsibility and sustainability, including environmental, social and corporate governance matters, such as environmental sustainability, human rights and responsible sourcing





Management
Investments
Counterparties
Strategy
Business
Financial
Governance
People
Operations
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Oversight of Technology and Cybersecurity Risk
The Board has adopted a Cyber Security and Personal Data Breach Policy in order to reflect the importance of appropriate security, processes and procedures to the protection of data and assets, and in an effort to establish a foundation for successful protection against cyber-crime and to minimize any potential negative impacts of a successful cyber-attack. Several of our director nominees bring experience with managing and mitigating cyber security and technology risks, which provide the Board with insight into such risks and aid in overseeing our information security, operations and systems, as well as our continuing investment in and development of the program. The Board receives updates or training, as necessary, on cyber security issues from management, technical experts and legal advisors, as required.
Oversight of Sustainability and Climate Risk
The Board recognizes that climate change is an area of increasing interest to investors as they evaluate which businesses may be impacted as the world evolves into a lower carbon economy. While management does not currently anticipate material capital expenditures arising from environmental regulation, the Board will continue to evaluate our exposure to climate change. The Nominating and Corporate Governance Committee periodically reviews Royalty Pharma’s corporate sustainability program, including through reports from management, which is responsible for overseeing efforts to incorporate sustainability into Royalty Pharma’s business practices, operations and strategy and setting environmental sustainability objectives and strategy for our operations.
Succession Planning and Talent Development
A strategic priority for our Board is valuing and developing our people. To support this priority, the directors regularly discuss talent development and management succession for senior leaders with the Chief Executive Officer, who provides his assessment of those leaders and their potential to succeed in key roles.
Our Board conducts these assessments with a focus on risk management within the context of our business. These discussions provide an opportunity for our Board to ensure management is implementing development plans and programs to enhance the skills and abilities of successor candidates for critical roles. Throughout the year, the Board also meets key leaders of the Manager through formal presentations and informal events.
Communications with the Board
The Board has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board, including Mr. Fernandez, our lead independent director, any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board, the non-employee independent directors, any individual directors or committee of directors, correspondence should be addressed to the Board or any such individual directors or committee of directors by either name or title. All such correspondence should be sent to Royalty Pharma plc, c/o General Counsel, 110 East 59th Street, New York, New York, 10022, USA with a request to forward the same to the intended recipient. To communicate with the Board electronically, shareholders and other interested parties should go to our website at www.royaltypharma.com. Under the heading “Investor Relations—Contacts & Alerts” you will find an online form that may be used for writing an electronic message to the Board. In general, all communications delivered to us for forwarding to the Board or specified members will be forwarded in accordance with the shareholder’s instructions. However, we reserve the right not to forward any spam, solicitations, abusive, threatening or otherwise inappropriate materials.
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ESG AT ROYALTY PHARMA
We believe that our ESG policies and practices will create sustainable long-term value for Royalty Pharma, our shareholders and other stakeholders, and our employees while also helping us mitigate risks, reduce costs, protect the value of our brand and identify new opportunities. We aspire to incorporate ESG considerations in all our investment capabilities and processes. In general, we incorporate ESG considerations as one input to our investment process as part of the evaluation of ideas, company dialogue and counterparty monitoring. As such, assessment of ESG aspects is incorporated into the wider investment process as part of a holistic consideration of the risk and opportunity. ESG aspects may therefore be considered alongside other economic drivers when evaluating the attractiveness of an opportunity.
Our Focus
We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. We play an important role in providing capital to the biopharmaceutical ecosystem and thereby positively impact human health. Our responsibility to stakeholders is based around three key areas: integrity (maintaining the highest ethical standards), culture (promoting an inclusive and diverse workforce) and taking responsibility (being a responsible citizen). We do not directly conduct biopharmaceutical research and development or manufacture or market the biopharmaceutical assets in which we participate. However, we seek to promote responsible practices through our investment thesis, due diligence practices and choices of partners. We strive to invest in novel therapies that address unmet patient needs and to support ethical business practices that drive innovation, competition and patient choice.

Our Principles
Integrity
We maintain the highest ethical standards and trust in our role as investors and partners to the biopharmaceutical industry. This is recognized in our market-leading position and the high esteem with which we believe we are held in the industry.
We conduct thorough diligence when we evaluate new investment opportunities, which focus on commercialization capabilities, safety, use of best practice in clinical trials and manufacturing. The biopharmaceutical companies and academic and non-profit institutions with which we work typically have well-developed and transparent ESG policies, which seek to benefit wider society through sustainable and ethical business practices.
In 2021, we issued a $600 million Social Bond to support the achievement of United Nations Sustainable Development Goals 3 (Good Health and Well-Being) and SDG 9.5 (Enhance Scientific Research, Encourage Innovation).
Culture
 
A diverse, talented and inclusive workforce is essential to maintain our competitive advantages and to successfully execute our business strategy and drive our business forward.
 
We consider it highly important to strive for an appropriate gender balance. As of December 31, 2021, approximately 50% of the workforce of our Manager are women.
 
Our commitment to diversity and inclusion on our Board and in the workforce of our Manager is deeply ingrained in our culture: currently approximately 30% of the workforce of the Manager is from diverse racial and ethnic groups.
 
We are committed to our employees’ health, well-being and job satisfaction and to ensuring that people find purpose in their careers. Opportunities for career enhancement and progression are regularly reviewed and shared with employees of the Manager.
 
We take employee engagement and retention very seriously and are proud that on average our turnover rate for 2021 is only 6.8%.
 
 
Responsibility
We believe in positively impacting communities by supporting the work of a number of patient advocacy groups and medical research foundations, including the Leukemia & Lymphoma Society, the American Heart Association, the Alliance for Lupus Research, Children of Bellevue, the Melanoma Research Alliance, the National Multiple Sclerosis Society and the Prostate Cancer Foundation.
Over one-third (by value) of the transactions we have completed since our founding have been with leading academic and non-profit institutions. By partnering with these institutions, we have provided capital which has been used to further scientific research (for example with the Cystic Fibrosis Foundation) or to help fund capital projects.
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Social and Human Capital Policies and Practices
We are committed to our people, our stakeholders and the community as a whole. We have a variety of programs to incentivize and support our employees, from employee ownership of our shares to comprehensive benefits and training. We are also committed to equal opportunity, diversity and other policies and practices designed to fulfill our commitment to social and human capital development. Our Board and its Management Development and Compensation Committee provide oversight and guidance to management on workplace and culture.
Attracting and Retaining the Best Talent
Our success depends on our ability to attract and retain talented, productive and skilled employees in an industry that is experiencing ever-increasing competition for talent. We are investing in creating a diverse, inclusive and incentivized work environment where our people can deliver their best work every day. Our generous total rewards package includes base salary, bonus and other incentive compensation. All eligible employees may receive healthcare benefits, vacation, life and disability insurance, flexible work schedules, free lunches and other benefits.
Diversity, Equity and Inclusion
Our Board and management are committed to diversity at every level of our business. A critical factor in our success is ensuring that diversity, equity and inclusion remain at the core of our culture, infusing fresh ideas, helping us remain connected to innovators across the biopharmaceutical industry, and ensuring mutual respect guides us in our interactions with all our stakeholders. 60% of our directors are gender or ethnically diverse, and this remains a priority for our Nominating and Corporate Governance Committee. In addition, our Management Development and Compensation Committee and management are committed to building diverse talent pipelines and creating an environment that maintains a diverse team. We also partner with external organizations (such as CEO Action Coalition for Diversity & Inclusion) to both engage current talent and educate prospective talent about roles in the biopharmaceutical industry.
As part of our continued commitment to transparency and progress on our Diversity, Equity and Inclusion commitments and based on feedback from internal and external stakeholders, in 2022, we published our U.S. Federal Employment Information Report (EEO-1). The data in the consolidated EEO-1 report is based on our population in the United States in December 2021 and reflects our U.S. workforce as of that time. Our EEO-1 report is available on our website, www.royaltypharma.com, under “Corporate Responsibility—Social & Human Capital.” The EEO-1 report requires that we categorize employees into ten broad EEO-1 Component 1 Data Collection Job Categories. These categories do not necessarily match the job levels in which we organize our workforce and evaluates its diversity and inclusion data. Thus, meaningful comparisons between EEO-1 Report data and other descriptions of our diversity statistics and disclosures may not be possible.
Codes of Conduct that Foster Compliance and a Culture Focused on Ethics
As our shareholders and other stakeholders increasingly focus on the importance of ESG topics, Royalty Pharma benefits from our longstanding commitments to conducting our business in ways that are principled, transparent and accountable. The foundation of these commitments is expressed in our Code of Business Conduct and Ethics, which we require all officers and employees to review and sign. We extend our high expectations to suppliers who do business with Royalty Pharma, requiring them to uphold the human rights, labor, health and safety, environmental and business ethics practices prescribed in our Supplier Code of Conduct available on our website, www.royaltypharma.com, under “Investors—Governance.”
Employee Engagement, Communication, Management and Leadership Training and Development
We are investing in our employees’ long-term development and engagement by delivering training and development programs and a culture where our people can thrive and maximize their potential. We require annual regulatory training in compliance, cyber-security and workplace respect and inclusion, among other topics. We also provide or support periodic job-specific and other developmental training and support for our employees so they can maximize their potential.
We provide leadership training to managers on topics including as Building Trust and Strengths-based Leadership, Motivation and Radical Candor and Managing Conflict and Unconscious Bias. Our individual groups offer ongoing learning and development opportunities tied to deepening the subject matter expertise of their professionals.
Our success depends on employees understanding how their work contributes to our strategy, culture and values. We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, and social and family outings and events.
Health, Safety and Welfare
We provide access to a variety of innovative, flexible, and convenient employee health, safety and welfare programs . Such measures also include procedures to respond to extraordinary events and manage the business under challenging health, environmental and financial circumstances, including the COVID-19 pandemic. The health, safety and welfare of our employees and their families and the broader
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community in which we operate is our top priority. Our goal is to mitigate the potential for transmission of COVID-19 in our workplace and community, and we understand that requires the full cooperation of our employees and management. We have engaged in daily COVID testing, tracing and tracking for all onsite employees. In addition, we have subsidized transportation for onsite employees who do not feel comfortable taking public transportation to ensure the safest possible work environment. We took and continue to take extraordinary measures in connection with the COVID-19 pandemic.
Our Environmental Focus and Sustainable Business Practices
We are focused on the environment and recognize the importance of treating our natural resources with the greatest respect, so that they are available to future generations. As a socially responsible business, we are actively aware of the major issues affecting the environment.
In our workplace, we are studying how to make our own contribution to state, national and global environmental initiatives. As part of this, we seek to minimize our carbon footprint and will continue to focus our attention in the near term on methods of reducing our greenhouse gas emissions in our operations, increasing use of renewable energy, conserving water and reducing waste generation.
We support sustainable business practices and are focused on the steps necessary to enhance our sustainability program internally as we focus on our own real estate usage. Building operations have a significant impact on the environment, and as technology continues to place greater demands on building systems for power and cooling, energy consumption is expected to continue to rise at an unsustainable rate. We believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment. We intend to off-set our carbon footprint to ensure a neutral impact on the environment.
Royalty Pharma
2022 Proxy Statement | 36

TABLE OF CONTENTS

DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
The Management Development and Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our non-employee directors. We pay our independent directors according to our Independent Director Compensation Policy, described further below. Affiliated directors, however, are not separately compensated by us. Our Board has determined that Mses. Bassler and Engelbert and Messrs. De Souza, Ford, Norden, Fernandez and Love are each an independent director for 2021. All members of the Board are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board.
Independent Director Compensation Policy
We have adopted a policy for compensation of our independent directors. Under this policy, each independent director other than an affiliated director serving on the board to represent the interests of a significant investor receives an annual cash retainer of $150,000 and an annual equity award with a grant date value of $250,000 in recognition of his or her service to the board. Each such annual equity award will be granted in connection with each annual meeting, or, for new non-affiliate independent directors, in a pro-rated amount in connection with their election to the board. Each of these annual equity awards is scheduled to vest upon the director’s continued service through our annual meeting for the following year. Non-affiliate independent directors may elect to receive all or a portion their retainer in our Class A ordinary shares, with the number of shares determined by the 10-day trailing volume-weighted average price of the shares on the date of payment.
In addition, under this policy, each new unaffiliated independent director receives an initial equity award with a grant date value of $100,000 at the commencement of his or her service on our Board. This policy does not provide for any additional annual cash retainer for service as a chairperson or member of any standing committee of our board or any fee for attendance of board or committee meetings.
At this time the policy does not contemplate any additional compensation for a lead independent director.
The following table sets forth the total compensation for our independent directors for the year ended December 31, 2021 paid to our independent directors who were compensated during 2021. Mr. Ford elected to waive his compensation for the three months ended March 31, 2021 and did not receive any compensation in consideration for this waiver. Messrs. Giuliani, Legorreta and Riggs are affiliated directors and did not receive any compensation for their service on our Board.
Non-Employee Director Compensation for 2021
Director
Fees Earned
or paid in Cash
($)(1)
Share
Awards
($)(2)
Total
($)
Bonnie Bassler, Ph.D.
150,000
243,813
393,813
Errol De Souza, Ph.D.
150,000
243,813
393,813
Catherine Engelbert
150,000
243,813
393,813
Henry Fernandez
150,000
243,813
393,813
​William Ford
112,500
243,813
356,313
Ted Love, M.D.
150,000
243,813
393,813
Gregory Norden
150,000
243,813
393,813
(1)
Amounts reported in this column include the value of Class A ordinary shares received in lieu of (i) first quarter cash fee payments on March 31, 2021 based on a Class A ordinary share price of $45.9041 for Dr. Bassler and Mr. Fernandez (816 Class A ordinary shares, respectively); (ii) a second quarter cash fee payment on June 30, 2021 based on a Class A ordinary share price of $43.0416 for Dr. Bassler, Mr. Fernandez and Mr. Ford (871 Class A ordinary shares, respectively); (ii) third quarter cash fee payments on September 30, 2021 based on a Class A ordinary share price of $37.8016 for Dr. Bassler and Mr. Fernandez (992 Class A ordinary shares, respectively); and (iii) fourth quarter cash fee payments on December 31, 2021 based on a Class A ordinary share price of $39.1051 for Mr. Fernandez and Dr. Bassler (958 Class A ordinary shares, respectively).
(2)
The amounts reported in this column represent the aggregate grant date fair value of restricted share units granted to directors in 2021 as defined in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A ordinary shares. Each of Dr. Bassler, Dr. De Souza, Ms. Engelbert, Mr. Fernandez, Mr. Ford, Dr. Love and Mr. Norden received an annual equity award grant of 5,726 restricted share units, respectively (determined by dividing $250,000 by the volume weighted average price of the Class A ordinary shares for the ten trading days immediately prior to such grant date of June 25, 2021). As of December 31, 2021, Dr. Bassler, Dr. De Souza, Ms. Engelbert, Mr. Fernandez, Mr. Ford, Dr. Love and Mr. Norden held 5,726 unvested restricted share units, respectively.
Royalty Pharma
2022 Proxy Statement | 37

TABLE OF CONTENTS

DIRECTOR COMPENSATION
TABLE OF CONTENTS
Director Share Ownership Guidelines
The Board expects all independent directors to display confidence in the Company by ownership and retention of a meaningful amount of our shares. Each independent director is expected to own shares with a fair market value equal to five (5) times the director’s annual cash retainer of $150,000. Each independent director appointed or elected to the Board after our IPO has five (5) years from the date of appointment or election to the board to meet this requirement. Compliance for such directors is measured at the five (5) year anniversary date of the director’s appointment or election. Each independent director’s continuing compliance with the ownership guidelines will be measured at least once a year by the Management Development and Compensation Committee.
The chart below shows each independent director’s compliance with the ownership guidelines as of the Record Date. Directors are also subject to the same Insider Trading Policy that prohibits hedging and speculative trading as our officers and employees.
Director
Ownership
Guidelines(1)
Shares
Owned(2)
Value of
Shares
($)(3)
Met
Guidelines
Bonnie Bassler, Ph.D.
5x
24,694
984,056
Errol De Souza, Ph.D.
5x
550,510
21,937,824
Catherine Engelbert
5x
19,136
762,570
Henry Fernandez
5x
466,230
18,579,266
​William Ford
5x
​28,546,175
​1,137,565,074
Ted Love, M.D.
5x
22,866
911,210
Gregory Norden
5x
195,030
7,711,946

= Met guidelines.
(1)
Director Share Ownership Policy adopted by our Board.
(2)
Represents shares owned outright and RSUs issued for service on our Board.
(3)
Fair market value based on closing price of our Class A ordinary shares of $39.85 our closing share price on December 31, 2021.
Equity Compensation Plan Information
The following table shows information, as of December 31, 2021, regarding Royalty Pharma’s Class A ordinary shares authorized for issuance under Royalty Pharma’s 2020 Independent Director Equity Incentive Plan. As of December 31, 2021, other than as described below, no equity securities were authorized for issuance under equity compensation plans not approved by shareholders.
Director
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights(1)
($)(b)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))(c)
Equity compensation plans approved by shareholders
0
N/A
​657,149
Royalty Pharma
2022 Proxy Statement | 38

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EXECUTIVE OFFICERS
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EXECUTIVE OFFICERS
The names of our executive officers, their ages and their positions are shown below.
Name
Age(1)
Title
Pablo Legorreta
58 
Chairman and Chief Executive Officer
Terrance Coyne
40 
Executive Vice President & Chief Financial Officer
Christopher Hite
55 
Executive Vice President & Vice Chairman
George Lloyd
62 
Executive Vice President, Investments & General Counsel
James Reddoch, Ph.D.
52 
Executive Vice President & Chief Scientific Officer
Marshall Urist, M.D., Ph.D.
46 
Executive Vice President, Research & Investments
(1)
As of the Record Date of the 2022 Annual Meeting.
All of our executive officers are employees of the Manager and provide all of their services to Royalty Pharma under the Management Agreement between us and the Manager. There are no family relationships among any of our executive officers.


Mr. Legorreta’s biographical information is set forth under the caption “Proposal One-Election of Directors” above.

Terrance Coyne joined RP Management in 2010. He serves as our Executive Vice President & Chief Financial Officer. Previously, Mr. Coyne was a biotechnology equity research associate, a senior analyst at JP Morgan and a biotechnology equity research associate at Rodman & Renshaw. Mr. Coyne began his career at Wyeth Pharmaceuticals. Mr. Coyne received a B.S. in business administration from La Salle University and an M.B.A. from La Salle University.


Christopher Hite joined RP Management in March 2020. Mr. Hite serves as our Executive Vice President & Vice-Chairman. Previously, Mr. Hite was Vice Chairman and Global Head of Healthcare at Citibank, where he worked from 2008 to 2020, and Global Head of Healthcare Investment Banking at Lehman Brothers. Mr. Hite previously served as a director of Acceleron Pharma Inc. from 2020 to 2021. Mr. Hite is a member of the FasterCures Board, a center of the Milken Institute. Mr. Hite received a B.S. from Lehigh University and a J.D./M.B.A. from the University of Pittsburgh.

George Lloyd joined RP Management in 2011 after representing Royalty Pharma Investments on all royalty acquisition transactions since 2006. Mr. Lloyd serves as our Executive Vice President, Investments & General Counsel. Previously, Mr. Lloyd was a partner at Goodwin Procter LLP in Boston, MA, and an associate at Davis Polk & Wardwell LLP in New York, NY and Paris. Mr. Lloyd received an A.B. from Princeton University and a J.D. from New York University Law School.

James Reddoch, Ph.D. joined RP Management in July 2008. Dr. Reddoch serves as our Executive Vice President & Chief Scientific Officer. Previously, Dr. Reddoch was Managing Director and Head of Healthcare Equity Research at Friedman Billings Ramsey, and a biotechnology equity research analyst at Banc of America Securities and CIBC World Markets Corp. (now Oppenheimer & Co.). Dr. Reddoch received a B.A. from Furman University and a Ph.D. in Biochemistry and Molecular Genetics from the University of Alabama at Birmingham. He was a postdoctoral fellow at the Yale University School of Medicine.

Marshall Urist, M.D., Ph.D. joined RP Management in 2013. Dr. Urist serves as RP Management’s Executive Vice President, Research & Investments. Previously, Dr. Urist worked at Morgan Stanley in equity research, most recently as Executive Director and as a senior biotechnology analyst. Earlier at Morgan Stanley, he covered the life science tools and diagnostics sectors, where he was recognized in Institutional Investor’s All-America Research Team. Dr. Urist graduated from Johns Hopkins University and holds an M.D. and a Ph.D. from Columbia University.
Royalty Pharma
2022 Proxy Statement | 39

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows information regarding the beneficial ownership of our shares as of April 12, 2022 by:
Each person, or group of affiliated persons, known by us to own beneficially more than 5% of any class of our share capital;
Each of the directors and the named executive officers individually; and
All directors and our executive officers as a group.
The amounts and percentages of Class A ordinary shares and Class B ordinary shares beneficially owned are reported on the basis of the rules and regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including those Class A ordinary shares issuable pursuant to the Exchange Agreement. Unless otherwise noted below, the address of the persons listed on the table is c/o Royalty Pharma plc, 110 East 59th Street, New York, NY 10022. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A ordinary shares.
Class A Ordinary Shares
Beneficially Owned(1)(2)(3)
Class B Ordinary Shares
Beneficially Owned(1)(2)(3)
Combined
Voting
Power
Name of Beneficial Owner
Number
Percent
​ Number
Percent
5% Equity Holders
Continuing US Investors Partnership