UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 30, 2020

Royalty Pharma plc

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (212) 883-0200

Not Applicable  

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 30, 2020, Ted W. Love and Henry A. Fernandez were appointed to serve as new members of our Board of Directors. Mr. Love was appointed to serve as a member of the Company's Nominating and Corporate Governance Committee and Mr. Fernandez was appointed to serve as a member of the Company's Audit Committee. The Board has determined that Messrs. Love and Fernandez meet the independence standards adopted by the Board in compliance with the Nasdaq Global Select Market corporate governance listing standards and Item 407(a) of Regulation S-K.

Messrs. Love and Fernandez do not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Love and any other person or Mr. Fernandez and any other person pursuant to which they were appointed as directors of the Company.

Messrs. Love and Fernandez will receive compensation pursuant to the Company’s Independent Director Compensation Policy, as described in the Registration Statement on Form S-1 (File No. 333-238632), as amended.

In addition, Catherine Engelbert, an independent director, was appointed to serve as a member of the Company’s Audit Committee and Bonnie Bassler, an independent director, was appointed to serve as a member of the Company’s Compensation Committee.

Errol De Souza and William Ford resigned from the Company’s Audit Committee effective upon the appointment thereto of Henry Fernandez and Catherine Engelbert. Following the appointments, the following directors will serve as members of our Board committees:

Audit Committee: Greg Norden (Chair), Catherine Engelbert and Henry Fernandez.

Compensation Committee: William Ford (Chair), Bonnie Bassler, Errol De Souza and Greg Norden.

Nominating and Corporate Governance Committee: Errol De Souza (Chair), William Ford, Ted Love, Greg Norden.

On August 3, 2020, the Company issued a press release announcing the appointment of Messrs. Love and Fernandez to the Board, which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2020

Exhibit 99.1

ROYALTY PHARMA APPOINTS HENRY A. FERNANDEZ AND TED W. LOVE, M.D. TO THE COMPANY’S BOARD OF DIRECTORS

NEW YORK, NY (US), August 3, 2020 - Royalty Pharma (Nasdaq: RPRX) today announced the appointments of Henry A. Fernandez and Ted W. Love, M.D. to the company's Board of Directors, effective immediately. Mr. Fernandez is Chairman and Chief Executive Officer of MSCI Inc., a leading global provider of investment decision support tools. Dr. Love is President and Chief Executive Officer of Global Blood Therapeutics, a biopharmaceutical company focused on the treatment and care of sickle cell disease.

“Following our successful initial public offering, we are further strengthening the governance of Royalty Pharma with the appointments to the Board of Henry Fernandez and Ted Love," said Pablo Legorreta, Founder and CEO of Royalty Pharma. “Both bring exceptional leadership qualities achieved over long and successful careers in finance and the research-based biopharma industry, respectively. Their experience, knowledge and business acumen will be invaluable to the company as we continue our journey as the leading funder of innovation in the biopharma ecosystem," Legorreta added.

In addition to their roles as Board Directors, Henry Fernandez will join the Audit Committee of the Board and Ted Love will join the Nominating and Corporate Governance Committee.

About Henry A. Fernandez

Henry A. Fernandez has served as Director and Chairman of MSCI Inc. since 2007 and as Chief Executive Officer since 1998. Before leading MSCI’s transition to becoming a fully independent, public company in 2007, he was a Managing Director at Morgan Stanley from 1983 to 1991 and from 1994 to 2007, where he worked in emerging markets product strategy, equity derivative sales and trading, mergers and acquisitions, worldwide corporate finance and mortgage finance for U.S. financial institutions. Mr. Fernandez serves on the Board of Trustees for Stanford University as well as Memorial Sloan Kettering Cancer Center. 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.

About Dr. Ted W. Love

Ted W. Love, M.D. joined Global Blood Therapeutics in 2014 as President and Chief Executive Officer and also serves on its Board. Previously, he was EVP, Research & Development and Technical Operations, at Onyx Pharmaceuticals, Inc. Prior to Onyx, Dr. Love served as President, Chief Executive Officer and Chairman of Nuvelo, Inc. Among his earlier roles, Dr. Love served as SVP, Development, at Theravance, Inc. and he held a number of senior management positions in medical affairs and product development at Genentech. He holds Board positions at Amicus Therapeutics, Inc. and the Biotechnology Innovation Organization, for which he Chairs the Emerging Companies Section. 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.

About Royalty Pharma plc

Founded in 1996, Royalty Pharma is the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry, collaborating with innovators from academic

institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. Royalty Pharma has assembled a portfolio of royalties which entitles it to payments based directly on the top-line sales of many of the industry’s leading therapies. Royalty Pharma funds innovation in the biopharmaceutical industry both directly and indirectly - directly when it partners with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when it acquires existing royalties from the original innovators. Royalty Pharma’s current portfolio includes royalties on more than 45 commercial products, including AbbVie and J&J’s Imbruvica, Astellas and Pfizer’s Xtandi, Biogen’s Tysabri, Gilead’s HIV franchise, Merck’s Januvia, Novartis’ Promacta, and Vertex’s Kalydeco, Symdeko and Trikafta, and four development-stage product candidates. For more information, visit www.royaltypharma.com.

Royalty Pharma Investor Relations and Communications

+1 (212) 883-2295

ir@royaltypharma.com