Qiagen N : Remuneration Report 2023

QIAGEN N.V. | Remuneration Report 2023

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Message from the Chair of the Compensation & Human Resources Committee

Dear Stakeholders,

I am pleased to present to you the QIAGEN Remuneration Report 2023, which summarizes the Remuneration Policies for our Managing Board and Supervisory Board, and how these Policies have been put into practice during the year.

We look back on a year in which QIAGEN made progress on many fronts to counterbalance the anticipated decline in sales of product groups used in the global response to the COVID-19 pandemic. Although sales in 2023 declined 8% at constant exchange rates (CER) to $1.97 billion, sales of the non-COVID product groups rose 8% CER and represented more than 90% of total sales.

Adjusted earnings per share (EPS) were $2.07 ($2.09 CER), as we maintained a high level of profitability with an adjusted operating income margin at 27% of sales.

At the same time, our overall results fell short of the ambitious goals set for 2023. This resulted in an achievement level of 65% of our Corporate Goals that make up 75% of the Short Term Incentive (STI) compensation for our Managing Board and our employees.

Effective compensation practice

The remuneration granted for 2023 reflects our clear "pay for performance" culture and application of the Managing Board Remuneration Policy approved by shareholders at the Annual General Meeting in 2021. In addition, the 2022 remuneration was approved by shareholders with 96% vote at the Annual General Meeting in 2023. This results in remuneration levels for our Managing Board that we believe are competitive and fair.

In the past year we have engaged with our shareholders, welcoming their input on governance issues. We have followed current trends on corporate governance, and have considered the requirements of the 2022 Dutch Corporate Governance Code as QIAGEN N.V. is incorporated and headquartered in the Netherlands. The new requirements include, among other things, explanation of how sustainability objectives have been taken into account in the implementation of the remuneration policies and how these objectives contribute to the creation of long-term value to stakeholders. We have monitored the impact of the ambitious Environment, Social and Governance (ESG) goals introduced by QIAGEN in recent years, and which represent about 25% of the annual Team Goals, and believe that they contribute to the creation of long-term value for all QIAGEN's stakeholders, including shareholders.

Updating our Supervisory Board Remuneration Policy

The insights gained in this engagement were included in our review and update of the Remuneration Policy for the Supervisory Board, which will be put forward for approval at the AGM in June 2024 as required by Dutch law every four years.

The revisions we have made are designed to be fully aligned with best practices and build on the merits of the current Policy, which received 84% approval at the AGM in 2020.

Among the key points of this updated Supervisory Board Remuneration Policy:

• No changes in the cash remuneration for membership and Committee attendance
• Significant reduction in the amount of annual Restricted Stock Units (RSUs) granted to Supervisory Board members
• Change in the vesting to one year (previously three and five years) to align with the term of service of the board member (all members stand for election each year)
• Introduction of a minimum shareholding requirement for Supervisory Board members at 200% of the gross annual value of RSU grant.

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To attract highly qualified board members with experience working on a global basis, QIAGEN offers a competitive compensation package that meets the demands of candidates in these different areas of the world, while also adhering to the different - and sometimes conflicting - corporate governance standards. In particular, the granting of compensation through RSUs is not always fully appreciated in continental Europe, but is a standard in other areas of the world, particularly in the U.S., and aligns the Supervisory Board with the interests of shareholders.

No changes are planned for the Managing Board Remuneration Policy in 2024.

In line with our board succession plans, I will be stepping down from my role as Chair of the Compensation Committee. If you have any questions or comments on our remuneration policies and practices, or the contents of this Report, please do not hesitate to contact our Board via our Investor Relations team at [e-mail].

Thank you for your continued support and helping QIAGEN achieve our vision of "making improvements in life possible."

Yours sincerely,

Elizabeth E. Tallett

Chair of the Compensation & Human Resources Committee

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Managing Board Remuneration

This section of the Remuneration Report provides a summary of the Remuneration Policy of the Managing Board that was adopted by the AGM in 2021 and an account of how it was implemented in 2023. It also presents the details of the actual remuneration outcomes for our two Managing Board members for their performance during the year.

This Remuneration Report complies with the European Directive (EU) 2017/828 on Shareholder Engagement, SRD II, as implemented into Dutch law. It also complies with the Dutch Corporate Governance Code. No deviations were made from the Policy in implementing remuneration for 2023. The 2021 Remuneration Policy is available on the QIAGEN website at www.qiagen.com.

Remuneration Policy summary

Remuneration as a strategic instrument

The Remuneration Policy for the Managing Board supports the sustainable long- term development and strategy of QIAGEN in a highly dynamic environment while aiming to address the views of various stakeholders and maintaining an acceptable risk profile. It builds on remuneration principles and practices that have proven to be both fitting and effective for QIAGEN. The Supervisory Board ensures that the Remuneration Policy for the Managing Board and its implementation are linked to our objectives.

More than ever, the ambition for QIAGEN is to stay true to its mission of advancing the use of its products and solutions for molecular research and clinical testing. These help us achieve our vision of making improvements in life possible. QIAGEN is a global leader in providing a differentiated portfolio of products and services used across the continuum from research in Life Sciences to clinical healthcare using novel products and solutions that are used to unlock valuable insights from any biological sample. Founded in Germany in 1984, QIAGEN has grown by developing new solutions based on consumables kits,

related instruments and bioinformatics, to meet the diverse and rapidly changing needs of more than 500,000 customers worldwide.

QIAGEN's strategy is focused on innovation and sustainable value creation with an emphasis on increasing growth, efficiency, engagement and improving customer experience. To successfully develop and implement this strategy, we need to attract and retain highly trained employees at all levels, including the executive management level. U.S. practices have been taken into consideration to set competitive remuneration levels given that many of our leaders, customers, competitors and employees are based here.

Remuneration principles

QIAGEN strongly believes in competitive remuneration as a precondition to attracting intrinsically motivated top talent throughout all levels of the organization. Furthermore, we believe in a "pay-for-performance" culture that is based on creating a shared focus on setting ambitious operational and strategic targets that are not rewarded when they are not achieved, rewarded at target when fully achieved, and additionally rewarded when the targets are exceeded.

A system of corporate, team and individual performance goals applies to all members of our global workforce. The percentage weighted toward Corporate Goals, and less for Personal Goals, shifts as job levels rise. Likewise, the variable portion of pay linked to achievement of ambitious annual Corporate Goals as a share of total direct remuneration increases with each job level, in line with greater responsibility and more significant impact on the Company's results.

At the executive level, QIAGEN believes that pay for performance should primarily focus on long-term value creation for shareholders and other stakeholders. Short-Term Incentives (STIs) are essential to highlight the operational targets that are a precondition to realizing our strategy. Long-Term Incentives (LTIs) have the benefit of both being achieved only if QIAGEN is successful in delivering on ambitious goals while they also contribute to long- term retention. In view of these aspects, variable components represent the most significant element of total remuneration.

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The remuneration principles are simple, transparent and provide internal consistency. It helps the Supervisory Board to maintain equitable internal pay ratios that support efficient talent recruitment and development and succession planning. The principles are ingrained in our culture, and have proven successful in attracting the global talent that QIAGEN needs to successfully develop and implement a sustainable growth strategy.

The following 18 companies comprise the reference group for 2023, which remains unchanged from 2022. They have been selected based on their market capitalization, direct competition for talent, similar complexity, revenue, scope of international activities, presence in similar industries, and data transparency. The benchmarking group includes seven European and 11 U.S. companies, as listed in the table below, to provide the best comparison and reflect our global competitive position.

Remuneration Policy principles

Simple and transparent

Compliant

Aligned

Competitive

Performance-driven

Remuneration schemes are clear and practical

Remuneration conforms to high governance standards

Remuneration is true to our mission, vision and strategy, ensures internal pay consistency

Remuneration is competitive and benchmarked to relevant peers

Major portion of remuneration value is at risk

Benchmark companies

Europe

bioMerieux SA		Merck KGaA
Carl Zeiss Meditec AG		Sartorius AG
DiaSorin S.p.A.		Tecan Group AG
Eurofins Scientific SE

Long-term focus

Share-based incentives focused on sustainable long-term value creation

United States

Agilent Technologies, Inc.

IDEXX Laboratories, Inc.

Benchmarking to set competitive remuneration levels

The Remuneration Policy and overall remuneration levels offered to members of the Managing Board are benchmarked regularly against a selected group of reference companies to ensure overall competitiveness.

The benchmarking group consists of both European and U.S.-based companies. This is due to QIAGEN's international scope as a Dutch corporation with stock

Avantor, Inc.

Bio-Rad Laboratories, Inc.

Bruker Corporation

Charles River Laboratories International, Inc.

EXACT Sciences Corporation

Hologic, Inc.

Illumina, Inc.

Revvity, Inc.

Waters Corporation

market listings on the New York Stock Exchange and the Frankfurt Stock Exchange, our strong commercial presence in the U.S. with over 45% of total sales in this country and the large share of employees and senior leaders based in the U.S.

Additionally, this benchmarking group also reflects QIAGEN's significant U.S. shareholder base and the location of key competitors. It is designed to provide a balanced mix of companies, particularly in the life sciences and diagnostics industries. The median remuneration in the benchmarking group serves as a reference level for total remuneration.

Supervisory Board evaluation

The Supervisory Board annually reviews the remuneration practices to ensure they remain aligned with QIAGEN's business demands, stakeholder and shareholder interests, and developments among benchmark companies.

On an annual basis, the Supervisory Board sets the performance targets for the members of the Managing Board, reviews their performance against predetermined targets, and determines the remuneration and benefits in line with contractual terms. In making this determination, the Supervisory Board

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considers the market conditions in which QIAGEN operates, financial performance and strategy implementation.

The Supervisory Board ensures that the remuneration of Managing Board members incentivizes the right behaviors desired for the sustainable success of QIAGEN while also providing the members with fair and attractive remuneration. Furthermore, the Supervisory Board performs an analysis of the possible outcomes for the variable components and how they may affect total remuneration. Through its statutory power, the Supervisory Board has the discretionary right to adjust the variable compensation of the members of the Managing Board if compensation would conflict with principles of reasonableness and fairness in both an upward and downward direction.

The Compensation Committee advises the Supervisory Board and prepares resolutions with respect to the review and execution of the Remuneration Policy. In case of policy changes, the Supervisory Board submits the proposals to an AGM for adoption.

Support for Remuneration Policy

As a global company incorporated in the Netherlands, as well as with stock market listings in the U.S. and Germany, QIAGEN intends to fully comply with relevant legal requirements and governance best practices. We engage on a regular basis with stakeholders, including shareholders, on our policies and regularly seek their feedback. Within QIAGEN, the policies for our employees are transparent and meet broad support from teams around the world. Key attributes include creating a strong "pay-for-performance" culture for all employees while ensuring strong internal consistency.

The Compensation Committee monitors the developing views on compensation among shareholders and other stakeholders in Europe, the U.S. and other

markets worldwide. The level of support in society for the Remuneration Policy that QIAGEN applies is important for the Supervisory Board, and has been taken into account in formulating the various elements.

Managing Board remuneration structure

Remuneration for Managing Board members consists of a combination of base salary and STIs in the form of cash compensation based on the achievement of annual performance goals. They also receive performance-based LTIs that vest after a three-year performance period. The level of vesting for each LTI grant is based on the achievement of predefined targets. Achievement levels will be disclosed in this Report after the end of each three-year period. In addition, Managing Board members can receive deferred compensation arrangements and other benefits in line with local market practice.

The remuneration package for Managing Board members is designed to have the vast majority paid in variable awards as part of the "pay-for-performance" culture and to align their interests with stakeholders to generate long-term value. The amount of these variable awards can differ substantially from year to year and depend on actual performance. Within the variable component, the incentives for short-term operational performance have a lower weight than the long-term incentives, which are again aimed at creating sustainable value for QIAGEN's shareholders and other stakeholders. This is achieved by strongly linking long-term compensation through equity with the outcomes for shareholders in terms of share price appreciation.

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2023 Managing Board remuneration structure

Fixed remuneration
Base salary		•	Below market practice to allow for a higher share of long-term variable share-based compensation
Deferred compensation and other benefits		•	Below market practice
Variable remuneration

Short-term incentive (STI) - Cash payment provides incentives for strong annual financial and non- financial performance as the basis for long-termstrategy and sustainable value creation

• Opportunity at 100% target achievement:
• • CEO: 110% of base salary
  • CFO: 75% of base salary
• Performance goals over one-year measurement period:
• • 75% Corporate Goals comprised of 50% Financial Goals (capped at 200%) and 25% Team Goals (capped at 120%)
  • 25% Personal Goals (capped at 100%)
  • Maximum payout therefore capped at 1.55 times target
• Metrics measured over one year against budgeted targets

Long-term incentive (LTI) - Performance Stock Units		•	Opportunity for all Managing Board members
provides incentives for value creation over a multi-year			- At target to 300% value of fixed remuneration
period and the achievement of goals that are aligned		•	Performance goals set for a three-year performance period
with long-term strategy			- 50% cumulative net sales
			- 50% Adjusted average operating income margin (% of sales)
			- Three-year performance period with cliff vesting
		•	Driven by performance
			- No PSUs are earned if minimum threshold performance levels are not achieved, while maximum vesting capped at two times
			total opportunity in the event of significant overperformance
		•	Net share settlement

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2023: Managing Board remuneration

The remuneration of the Managing Board in 2023 is based on the implementation of the Remuneration Policy for the Managing Board, as approved by shareholders in 2021. It includes any remuneration granted by any consolidated subsidiary.

The remuneration granted for 2023 takes into consideration the overall results, which showed QIAGEN achieved the full-year sales outlook for $1.97 billion CER which was supported by 8% CER growth for non-COVID product groups.

Adjusted diluted EPS were $2.09 CER and exceeded the outlook for at least $2.07 CER. At the same time, these results were below the targets set for the Corporate Goals, resulting in an achievement level at 73% for 2023.

The 2023 remuneration of the Managing Board is reflected in the table below. An overview of all share grants outstanding and their status in vesting and release is presented in the tables under the header "Share-based rights."

							Annual compensation		Long-term compensation		Proportion of
Managing Board				Variable cash								Performance		variable
member(1)		Fixed salary		bonus		Other(2)		Total		Benefit plans		Stock Units granted		remuneration
Thierry Bernard		$978,500		780,354		33,320		$1,792,174		$199,700		119,695		84%
Roland Sackers		$588,000		319,730		40,270		$948,000		$117,270		67,723		82%

1. The salary of Mr. Bernard is set in U.S. dollars. The salary of Mr. Sackers is set in euros and subject to fluctuation of exchange rates when reported in U.S. dollars. The exchange rate used for translation was EUR 1- USD 1.081.
2. Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Directors' personal expenses related to attending out-of- town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed $10,000, or tax amounts paid by the Company to taxing authorities to avoid double-taxation under multi-tax jurisdiction employment agreements.

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Fixed remuneration

Base salary

Consistent with the policies and procedures applied for all internal pay levels, the base salaries of the Managing Board members are set below the median to allow for a larger proportion of long-term incentives to underscore the performance-driven approach of this Remuneration Policy. Base salary levels are reviewed annually, and any increase is expected to be in line with the general workforce.

Deferred compensation

For 2023, a total of $0.3 million was incurred by QIAGEN as part of the Managing Board members participating in deferred compensation, defined contribution benefit or similar plans. The contribution for Mr. Bernard is made into deferred compensation and 401(k) plans. Mr. Sackers has a target retirement under the plan at age 65 and is entitled to a one-time pension payment upon retirement.

Other benefits

Other benefits may be provided to members of the Managing Board in line with market practice. These include customary benefits such as insurance coverage and company vehicles.

Variable remuneration

Variable remuneration is contingent upon the performance of the individual Managing Board member and QIAGEN. Ambitious goals are set annually to motivate and drive performance with a focus on achieving both long-term strategic initiatives as well as short-term targets tied to annual operational plans. The Supervisory Board conducts an annual scenario analysis on the possible outcomes of the variable remuneration components and their effect on the remuneration of the Managing Board members. The scenario analysis results have been taken into consideration in making decisions on remuneration for 2023.

Short-Term Incentives (STI)

STIs consist of an annual variable cash bonus award that is based upon the achievement levels of predetermined annual Corporate Goals - which represent 75% of the Goals for the STIs and are comprised of 50% for Financial Goals and 25% for Team Goals. In line with the compensation policy at QIAGEN, the Remuneration Policy additionally provides for incentives on Personal Goals for Managing Board members, and these represent 25% of the target for STIs. The different Goals each have their own opportunity

Financial Goals

The weighted performance spread for the Financial Goals is 0% for less than achieving the minimum threshold, 100% for full achievement and up to 200% for significant over performance. Financial Goals are set in accordance with the budget for the year, which is reviewed and approved by the Supervisory Board.

Financial Goals				Minimum								Award in
(In $ millions at budget rates)		Weight		threshold		Target		Maximum		Achieved		% of target
Net sales		40%		1,887		2,132		2,234		1,949		62%
Adjusted operating income		40%		478		612		665		529		75%
Adjusted free cash flow		20%		469		550		667		335		-%
Total Financial Goals		100%										55%

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Team goals

Team Goals are a set of annual cross-functional targets aimed at achieving QIAGEN's strategy focused on innovation and sustainable value creation. The metrics for the Team Goals are often based on targets from multi-year plans. In the event of Team Goals with multiple components, the possible outcomes are: no achievement, partial achievement or full achievement. In the event of single

goals, they are either fully met or not met. When all goals are, or the single goal is, fully met, a performance maximum of 120% of the overall target level may be paid out.

Team Goals

Accelerate growth, in particular through focus on Five Pillars of Growth

Weight	Metric	Achieved	Award granted
50%	Deliver growth targets for defined products and geographic markets, including:	Partially	20%

• Sample technologies portfolio: ≥$685 million CER sales
• QuantiFERON: ≥$350 million CER sales
• QIAstat-Dx:≥$95 million CER sales
• QIAcuity: ≥$75 million CER sales
• NeuMoDx; ≥$85 million CER sales

Increase efficiency and effectiveness through targeted strategic actions

Deliver compelling new products and services to customers and other stakeholders

Enhance QIAGEN's standing as a leader in ESG and Employer of Choice

Total Team Goals

32%		• Achieve 5% revenue growth for direct business in Service		Fully	32%
		•	Sales force efficiency: Achieve >$1.6 million CER of 2023 net sales per FTE
18%		•	Achieve >15% QDI revenue growth		Partially	13%

• Innovation: QVI 2023 at ≥4%

20% • 7% reduction in plastic material to 2022 baseline

Fully

20%

• Diversity goal to increase women in leadership by 1 percentage point compared to 2022
• 100% score on 2023 Human Rights Campaign Corporate Equality Index (CEI) and achieve Top Employer LGBTQ+

120%

85%

Personal goals

Based on the overall company performance and strong leadership in 2023, the Compensation & Human Resources Committee awarded both Managing Board members 95% achievement for their personal goals.

The weighted performance on Financial Goals and Team Goals set out above results in the following total STI payout percentage: