☐ | 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 |
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☐ | Fee paid previously with preliminary materials. | |||||||
☐ | Fee computed on table |
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12780 El Camino Real
22, 2024
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By Order of the Board of Directors, | ||
Darin Lippoldt | ||
Chief Legal Officer and Corporate Secretary |
10, 2024
12780 El Camino Real,
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Annual Meeting of Stockholders | ||||||
Meeting Date: | May 22, 2024 | |||||
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| March |
Telephone: Call 1-800-690-6903 from any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. Easy-to-follow voice prompts allow you to submit your proxy and confirm your instructions have been properly recorded. | ||||||
Internet: Visit www.proxyvote.com to transmit your voting instructions and for electronic delivery of information via the Internet up until 11:59 P.M. Eastern Time the day before the meeting date. As with telephone voting, you can confirm that your instructions have been properly recorded. | ||||||
Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
Stockholders may also vote in person at the Annual Meeting; however, based on the evolving COVID-19 pandemic and related government guidelines, we strongly urge our stockholders not to attend the Annual Meeting in person this year and to instead submit proxy votes using one of the methods above.
Matter | |||||||||||||||
Board of Directors Recommendation | Page Reference for More Information | ||||||||||||||
Proposal One: Elect Class I Directors | FOR all nominees |
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Proposal Two: Advisory vote on executive compensation | FOR |
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Proposal Three: Approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,635,000 shares | FOR | ||||||||||||||
Proposal Four: Ratify Ernst & Young LLP as independent registered public accounting firm | FOR |
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2024.
Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the Annual Meeting.
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Each outstanding share of the Company’s common stock will be entitled to one vote on each proposal considered at the Annual Meeting.
matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal Four.
21, 2024.
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Can I change my vote after I return my proxy?
proxy card. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from such firm, bank or other nominee to vote your shares.
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What proxy materials are available on the internet?
5
STOCK
Who are the principal stockholders, and how much stock does management own?
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner | Number of Shares of Common Stock | Percent of Common Stock | ||||||||||||
Stockholders Owning Greater than 5%: | ||||||||||||||
BlackRock, Inc. (1) | 13,647,679 | 13.6 | % | |||||||||||
The Vanguard Group (2) | 9,710,328 | 9.7 | % | |||||||||||
Directors and Named Executive Officers: | ||||||||||||||
Kevin C. Gorman, Ph.D. (3) | 1,575,454 | 1.6 | % | |||||||||||
Matthew C. Abernethy (4) | 321,147 | * | ||||||||||||
Kyle W. Gano, Ph.D. (5) | 577,993 | * | ||||||||||||
Jude Onyia, Ph.D. (6) | 114,078 | * | ||||||||||||
Eiry W. Roberts, M.D. (7) | 209,162 | * | ||||||||||||
William H. Rastetter, Ph.D. (8) | 178,895 | * | ||||||||||||
Gary A. Lyons (9) | 225,412 | * | ||||||||||||
Johanna Mercier (10) | 42,127 | * | ||||||||||||
George J. Morrow (11) | 81,274 | * | ||||||||||||
Leslie V. Norwalk (12) | 37,965 | * | ||||||||||||
Christine A. Poon (13) | 4,549 | * | ||||||||||||
Richard F. Pops (14) | 110,786 | * | ||||||||||||
Shalini Sharp (15) | 39,947 | * | ||||||||||||
Stephen A. Sherwin, M.D. (16) | 128,579 | * | ||||||||||||
All current executive officers and directors as a group (19 persons) (17) | 4,496,606 | 4.3% |
Name and Address of Beneficial Owner (1) | Number of Shares of Common Stock Owned (2)
| Number of Shares of Common Stock Acquirable Within 60 Days (3)
| Total Number of Shares of Common Stock Beneficially Owned (4)
| Percent Ownership
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Janus Henderson Group plc (5) | 9,307,920 | — | 9,307,920 | 9.8 | % | |||||||||||
201 Bishopsgate EC2M 3AE, United Kingdom | ||||||||||||||||
FMR LLC (6) | 8,436,629 | — | 8,436,629 | 8.9 | % | |||||||||||
245 Summer Street, Boston, MA 02210 | ||||||||||||||||
The Vanguard Group (7) | 8,337,265 | — | 8,337,265 | 8.8 | % | |||||||||||
100 Vanguard Blvd., Malvern, PA 19355 | ||||||||||||||||
BlackRock, Inc. (8) | 6,997,795 | — | 6,997,795 | 7.4 | % | |||||||||||
55 East 52nd Street, New York, NY 10055 | ||||||||||||||||
T. Rowe Price Associates, Inc. (9) | 6,271,730 | — | 6,271,730 | 6.6 | % | |||||||||||
100 E. Pratt Street, Baltimore, MD 21202 | ||||||||||||||||
Kevin C. Gorman, Ph.D. | 452,972 | 842,780 | 1,295,752 | 1.4 | % | |||||||||||
Matthew C. Abernethy | 14,869 | 105,367 | 120,236 | * | ||||||||||||
Eric Benevich. | 21,236 | 250,978 | 272,214 | * | ||||||||||||
Kyle W. Gano, Ph.D. | 104,984 | 353,899 | 458,883 | * | ||||||||||||
Eiry W. Roberts, M.D. | 18,886 | 110,677 | 129,563 | * | ||||||||||||
William H. Rastetter, Ph.D. | 24,750 | 159,517 | 184,267 | * | ||||||||||||
Gary A. Lyons | 223,697 | 128,017 | 351,714 | * | ||||||||||||
George J. Morrow | — | 98,017 | 98,017 | * | ||||||||||||
Leslie V. Norwalk | — | 13,850 | 13,850 | * | ||||||||||||
Richard F. Pops | 29,512 | 128,017 | 157,529 | * | ||||||||||||
Shalini Sharp | — | 6,250 | 6,250 | * | ||||||||||||
Stephen A. Sherwin, M.D. | 27,055 | 128,017 | 155,072 | * | ||||||||||||
All current executive officers and directors as a group (17 persons) | 1,242,021 | 2,956,012 | 4,198,033 | 4.3 | % |
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7
OUR BOARD OF DIRECTORS AND COMMITTEES
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The continued service of Mr. Morrow on the Company’s Board of Directors is based on his extensive commercialization experience at Amgen, his broad executive experience at GlaxoSmithKline Inc., and his years of experience in corporate governance as a board member of several publicly traded companies. Mr. Morrow’s board experience, leadership experience and commercialization expertise prove valuable strategic insights to the Board of Directors.
Ms. Norwalk may be considered overboarded under certain institutional investors’ voting policies. Nonetheless, the Company believes Ms. Norwalk is able to devote sufficient time and attention to her duties and to fulfill her responsibilities. In particular, other than occasional consulting work, Ms. Norwalk devotes all of her professional time to corporate board activities.
Richard F. Pops has served on the Board of Directors since April 1998. Mr. Pops is the Chairman and Chief Executive Officer of Alkermes, Inc. He joined Alkermes as Chief Executive Officer in February 1991. Under his leadership, Alkermes has grown from a privately held research-based company with 25 employees to an international, publicly traded pharmaceutical company with more than 1,200 employees. In addition to Alkermes, he currently serves on the Board of Directors of the Biotechnology Industry Organization (BIO)and the Pharmaceutical Research and Manufacturers of America (PhRMA). Previously, Mr. Pops served on the Board of Directors of Epizyme, Inc., a biotechnology company focused on epigenetics. He holds a B.A. in economics from Stanford University.
The continued service of Mr. Pops to the Company’s Board of Directors is based on his leadership experience and track record for growing companies, his strength in business strategy and his financial acumen and capital markets experience. In addition, Mr. Pops is recognized for his service to the biopharmaceutical industry as a member of the Boards of the Biotechnology Industry Organization and the Pharmaceutical Research and Manufacturers of America. His breadth and range of industry experience from operations and strategy is a significant contribution to the Board of Directors.
Shalini Sharp has served on the Board of Directors since February 2020. She also serves on the Board of Directors of Mirati Therapeutics, Sutro Biopharma and Precision Biosciences. Previously, Ms. Sharp served on the Board of Directors of Array Biopharma, prior to its acquisition by Pfizer, as well as on the Board of Directors of Panacea Acquisition Corp., prior to its merger with Nuvation Bio. Ms. Sharp has held the positions of Chief Financial Officer and Executive Vice President at Ultragenyx, a biopharmaceutical company committed to bringing to patients novel products for the treatment of serious rare and ultra-rare genetic diseases, and Chief Financial Officer at Agenus Inc., a clinical-stage immuno-oncology company focused on the discovery and development of therapies that engage the body’s immune system to fight cancer. She served on the Board of Agenus for several years after her departure. Ms. Sharp previously served in strategic planning and as chief of staff to the Chairman of the Board of Directors at Elan Pharmaceuticals during the company’s restructuring. Ms. Sharp has also served as a management consultant at McKinsey & Company and an investment banker at Goldman Sachs, specializing in healthcare at both companies. She holds a B.A., magna cum laude, and an MBA from Harvard University.
The continued service of Ms. Sharp to the Company’s Board of Directors is based on her extensive experience as a chief financial officer of a public company, her financial acumen, and her management and leadership skills.
9
Stephen A. Sherwin, M.D. has served on the Board of Directors since April 1999. Dr. Sherwin currently divides his time between advisory work in the life science industry and patient care and teaching in his specialty of medical oncology. He is a Clinical Professor of Medicine at the University of California, San Francisco, and a volunteer Attending Physician in Hematology-Oncology at the Zuckerberg San Francisco General Hospital. Dr. Sherwin currently serves on the Board of Directors of Biogen. He is a Venture Partner with Third Rock Ventures and a member of the Scientific Steering Committee of the Parker Institute for Cancer Immunotherapy. Previously Dr. Sherwin was Chairman and Chief Executive Officer of Cell Genesys, a cancer immunotherapy company, from 1990 until the company’s merger in 2009 with BioSante Pharmaceuticals (now ANI Pharmaceuticals). He was also a Co-founder and Chairman of Abgenix, an antibody company which was acquired by Amgen in 2006, and co-founder and chairman of Ceregene, a gene therapy company which was acquired by Sangamo Biosciences in 2013. From 1983 to 1990, Dr. Sherwin held various positions in clinical research at Genentech, most recently that of Vice President. Prior to 1983, he was on the staff of the National Cancer Institute. In addition, Dr. Sherwin previously served on the board of directors of Aduro Biotech, Neon Therapeutics, as well as the Biotechnology Industry Organization from 2001 to 2014 and as its chairman from 2009 to 2011, and was a member of the President’s Council of Advisors in Science and Technology (PCAST) Working Group on Drug Development from 2011 to 2013. Dr. Sherwin holds a B.A. in biology summa cum laude from Yale University and an M.D. from Harvard Medical School, is board-certified in internal medicine and medical oncology, and is a fellow of the American College of Physicians.
The continued service of Dr. Sherwin for election to the Company’s Board of Directors is based on his experience and credentials in the biotechnology industry as the former Chief Executive Officer of Cell Genesys, Inc., the former chairman and co-founder of Abgenix, Inc., the chairman and co-founder of Ceregene, Inc., and his positions at Genentech, Inc. and the National Cancer Institute. Dr. Sherwin is also currently Chairman Emeritus of the Biotechnology Industry Organization. In addition to his biotechnology credentials, Dr. Sherwin’s medical expertise in internal medicine and medical oncology provides a unique contribution to the Board of Directors.
Kevin C. Gorman, Ph.D. has been employed with the Company since 1993. He was appointed President and Chief Executive Officer in January 2008 after having served as Executive Vice President and Chief Operating Officer since September 2006 and prior to that, as Executive Vice President and Chief Business Officer and Senior Vice President of Business Development. He currently serves as Chief Executive Officer and has served on the Board of Directors since January 2008. Dr. Gorman alsocurrently serves as a director of Xencor, Inc. a clinical stagepublicly traded clinical-stage biopharmaceutical company. Additionally, he serves on the Board of Directors of the Biotechnology Innovation Organization (BIO) and the Pharmaceutical Research and Manufacturers of America (PhRMA). From 1990 until 1993, Dr. Gorman was a principal of Avalon Medical Partners, L.P. where he was responsible for the early stage founding of the Companycompany and several other biotechnology companies such as Onyx Pharmaceuticals, Inc., Metra Biosystems, Inc., Idun Pharmaceuticals, Inc. and ARIAD Pharmaceuticals, Inc. Dr. Gorman received his Ph.D. in immunology and M.B.A. in Finance from the University of California, Los Angeles and did further post-doctoral training at The Rockefeller University.
10
MATTERS
Proxy Statement.
Corporate Governance Best Practices | ||||||||||||||
Director resignation policy for directors receiving less than majority support | ☒ | Stockholder ability to call special meetings | ||||||||||||
Director overboarding policy | ☒ | Stockholder action by written consent | ||||||||||||
Diverse Board and policies emphasizing diversity in all new director searches | ☒ | No poison pill in force | ||||||||||||
Separate Chairman and CEO | ☒ | Clawback policy | ||||||||||||
All directors attended at least 75% of Board and relevant committee meetings | ☒ | New director orientation and continuing director education | ||||||||||||
Code of Business Conduct and Ethics | ☒ | Executive sessions of independent directors held at every regular Board meeting | ||||||||||||
Annual board and committee assessment | ☒ | Active stockholder engagement | ||||||||||||
☒ | Proxy access for stockholders | ☒ | Robust commitment to corporate, environmental and social responsibility |
What
diversity of our directors’ backgrounds and experiences results in different perspectives, ideas, and viewpoints, which make our Board more effective in carrying out its duties. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term interests of our stockholders.
Our Directors exhibit an effective mix of skills, experience, diversity and perspectives. | ||||||||||||||
90% | 13.3 years | 65.8 years | 40% | 20% | ||||||||||
of Board members are independent | average Director tenure | average Director age | of Board members are female | of Board members are underrepresented minorities |
Experience, Expertise, or Attribute | Director Nominees | Continuing Directors | ||||||||||||||||||||||||||||||||||||
William Rastetter, Ph.D. | George Morrow | Leslie Norwalk | Christine Poon | Kevin Gorman, Ph.D. | Gary Lyons | Johanna Mercier | Richard Pops | Shalini Sharp | Stephen Sherwin, M.D. | |||||||||||||||||||||||||||||
Industry Expertise | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||
Finance / Capital Management and Allocation | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
Commercial Experience | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||
Scientific Research & Drug Development Experience | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||
Governance / Public Company Board | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||||
Investor Relations / Stockholder Engagement | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
International Markets | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||
Government Affairs / Public Policy | ✓ | ✓ | ||||||||||||||||||||||||||||||||||||
Executive Leadership Experience | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
Accounting / Financial Reporting | ✓ | |||||||||||||||||||||||||||||||||||||
Risk Oversight / Risk Management | ✓ | ✓ | ||||||||||||||||||||||||||||||||||||
Human Capital Management | ✓ | |||||||||||||||||||||||||||||||||||||
IT / Cybersecurity | ✓ | |||||||||||||||||||||||||||||||||||||
Pricing and Market Access - U.S. | ✓ |
11
Are the members of the Board independent?
Independence
How often did
his tenure as a director, the Company's stock price has increased approximately 5,000% as measured through the Record Date. Ms. Poon was appointed to our Board in July 2023 and also currently
serves on the Boards of Directors of Prudential Financial, Inc., Regeneron Pharmaceuticals, Inc., where she serves as the lead independent director, and The Sherwin-Williams Company. Ms. Poon brings deep strategic knowledge of the pharmaceutical industry to our Board as she previously served as Vice Chair and Worldwide Chair of Pharmaceuticals at Johnson and & Johnson. She also has broad expertise in pharmaceutical operations, including capital allocation decisions, as a result of her 30-year career in the healthcare industry. Upon her appointment to the Board, Ms. Poon did not immediately join any committees to ensure a smooth onboarding process and to provide the Board with an opportunity to evaluate her other time commitments. After a series of discussions with Ms. Poon over the course of several months and taking into account her exceptional experience and the Company’s evolving needs, Ms. Poon joined the Audit Committee and Nominating / Corporate Governance Committee in February 2024.What are
during 2023. In February 2024, our Board approved revisions to the membership of our committees (see page 22 for our Board's current committee membership).
Name of Director | Committee | |||||||||||||||||||
Audit | Compensation | Nominating / Corporate Governance | ||||||||||||||||||
William H. Rastetter, Ph.D. (Board Chair) | ||||||||||||||||||||
Kevin C. Gorman, Ph.D. | ||||||||||||||||||||
Gary A. Lyons | ||||||||||||||||||||
Johanna Mercier | MEMBER | |||||||||||||||||||
George J. Morrow | MEMBER | MEMBER | ||||||||||||||||||
Leslie V. Norwalk | CHAIR | |||||||||||||||||||
Christine A. Poon | ||||||||||||||||||||
Richard F. Pops | MEMBER | CHAIR | ||||||||||||||||||
Shalini Sharp | CHAIR | MEMBER | ||||||||||||||||||
Stephen A. Sherwin, M.D. | MEMBER | MEMBER |
2023.
The2023. Please also refer to “Role of the Compensation Committee” section under the section titled “Compensation Discussion and Analysis” for additional information regarding the role of the Compensation Committee.
2023.
Insider Participation
What is our director nomination process?
• Directors should possess the highest ethics, integrity and values, and be committed to representing the long-term interest of the stockholders. They also must have experience they can draw upon to help direct the business strategies of the Company together with sound judgment. They must be actively engaged in the pursuit of information relevant to the Company’s business and must constructively engage their fellow Board members and management in dialogue and the decision-making process.
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• Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board of Directors for an extended period of time.
• Directors should notify the Chairman of the Board and Chairman of the Nominating/Nominating / Corporate Governance Committee in the event of any significant change in their employment responsibilities or affiliations. Director nominees should meet the Director Qualificationdirector qualification requirements set forth in the Company’s Corporate Governance Guidelines.
• In evaluating director nominees, the Nominating/Nominating / Corporate Governance Committee considers the following factors: personal and professional integrity, ethics and values including any potential conflicts of interest; experience in corporate management and the biopharmaceutical industry, such as serving as an officer or former officer of a publicly held company; gender and ethnic diversity; experience as a board member of another publicly held company; and additionally, for nominees seeking re-election, meeting attendance, gender and ethnic diversity, and participation and compliance with Company policies.
Board Diversity Matrix | |||||||||||
Female | Male | ||||||||||
Total Number of Directors | 10 | ||||||||||
Part I: Gender Identity | |||||||||||
Directors | 4 | 6 | |||||||||
Part II: Demographic Background | |||||||||||
Asian | 2 | — | |||||||||
White | 2 | 6 |
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re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining members who would offer a new perspective. If any member of the Board of Directors does not wish to continue in service, or if the Board of Directors decides not to re-nominate a member for re-election, the Nominating/Nominating / Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating/Nominating / Corporate Governance Committee generally polls the Board of Directors and members of management for their recommendations and may also seek input from third-party search firms. The Nominating/Nominating / Corporate Governance Committee may also seek input from industry experts or analysts. The Nominating/Nominating / Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are then interviewed by the Company’s independent directors and executive management. In making its determinations, the Nominating/Nominating / Corporate Governance Committee evaluates each individual in the context of the Company’s Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the Nominating/Nominating / Corporate Governance Committee makes its recommendation to the Board of Directors.
What
Directors
• the name and address of the Company stockholder on whose behalf the communication is sent; and
• the number of Company shares that are beneficially owned by such stockholder as of the date of the communication.
What is the
Risk Oversight
How do the Company’s compensation policies and practices relate to risk management practices and risk-taking incentives?
During 2020, the Compensation Committee, Additionally, in conjunction withJanuary 2024, the Board of Directors formed the Science and Medical Technology Committee, which provides oversight of significant scientific judgments relating to the Company’s research and development, including clinical development, activities, portfolio, and potential business development transactions.
What
Meeting
14
2024.
Shalini Sharp
15
Audit
Services
2020
| 2019
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Audit fees (1) | $ | 1,073,760 | $ | 1,053,634 | ||||
Audit related fees (2) | — | — | ||||||
Tax fees (3) | 500,176 | 155,101 | ||||||
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Total | $ | 1,573,936 | $ | 1,208,735 | ||||
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2023 | 2022 | ||||||||||
Audit fees (1) | $ | 1,708,578 | $ | 1,170,175 | |||||||
Audit related fees (2) | — | — | |||||||||
Tax fees (3) | 545,664 | 533,346 | |||||||||
Total | $ | 2,254,242 | $ | 1,703,521 |
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Audit Committee policy regarding pre-approval of audit and permissible non-audit services of our independent registered public accounting firm
16
Proxy Statement.
17
Additionally, our Corporate Governance Guidelines contain a director resignation policy, which provides that any director nominee who receives a greater number of votes “withheld” than votes “for” such election shall tender his or her resignation to the Board of Directors. The Nominating / Corporate Governance Committee will consider all of the relevant facts and circumstances and recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will act on the Nominating / Corporate Governance Committee's recommendation within 90 days of the annual meeting. Following the Board’s decision on the Nominating / Corporate Governance Committee’s recommendation, the Company will publicly disclose the Board’s decision whether to accept the resignation as tendered in a Form 8-K filed with the Securities and Exchange Commission (the "SEC").
Name of Director | Age
| Position in the Company
| Director Since
| |||||||
William H. Rastetter, Ph.D. | 72 | Chairman of the Board | 2010 | |||||||
George J. Morrow (2) (3) | 69 | Director | 2015 | |||||||
Leslie V. Norwalk (3) | 55 | Director | 2019 |
Who arebelow as of the remaining date of this Proxy Statement:
Name of Director | Age | Position in the Company | Director Since | |||||||||||||||||
William H. Rastetter, Ph.D. (1) | 75 | Chairman of the Board | 2010 | |||||||||||||||||
George J. Morrow (2)(3) | 72 | Director | 2015 | |||||||||||||||||
Leslie V. Norwalk (3) | 58 | Director | 2019 | |||||||||||||||||
Christine A. Poon (3)(4) | 71 | Director | 2023 |
Continuing in Office
Name of Director | Age
| Position in the Company
| Director Since
| |||||||
Richard F. Pops (1) (2) | 58 | Director | 1998 | |||||||
Shalini Sharp (1) (2) | 46 | Director | 2020 | |||||||
Stephen A. Sherwin, M.D. (1)(3) | 72 | Director | 1999 | |||||||
Kevin C. Gorman, Ph.D. | 63 | Chief Executive Officer and Director | 2008 | |||||||
Gary A. Lyons | 69 | Director | 1993 |
Name of Director | Age | Position in the Company | Director Since | |||||||||||||||||
Kevin C. Gorman, Ph.D. | 66 | Chief Executive Officer and Director | 2008 | |||||||||||||||||
Gary A. Lyons (1) | 73 | Director | 1993 | |||||||||||||||||
Johanna Mercier (3) | 54 | Director | 2021 | |||||||||||||||||
Richard F. Pops (1)(2) | 62 | Director | 1998 | |||||||||||||||||
Shalini Sharp (2)(4) | 49 | Director | 2020 | |||||||||||||||||
Stephen A. Sherwin, M.D. (1)(4) | 75 | Director | 1999 |
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18
If a nominee receives a greater number of votes “withheld” than votes “for” such election, the nominee shall tender his or her resignation to the Board of Directors in accordance with our director resignation policy. The Nominating / Corporate Governance Committee will consider all of the relevant factors and recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will act on the Nominating / Corporate Governance Committee's recommendation within 90 days of the annual meeting. Following the Board’s decision on the Nominating / Corporate Governance Committee’s recommendation, the Company will publicly disclose the Board’s decision whether to accept the resignation as tendered in a Form 8-K filed with the SEC.
19
Proxy Statement.
•attract and retain highly skilled individuals by offering compensation that compares favorably to other employers who are competing for available employees;
•incentivize employees through a mix of base salary, bonus amounts based on achievement of defined corporate and personal goals and long-term equity awards to generate returns for stockholders; and
•pay for performance by ensuring that an ever-increasing percentage of an individual’s compensation is performance-based as they progress to higher levels within the Company.
Proxy Statement.
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2023 | 2022 | 2021 | |||||||||||||||
Total number of shares of common stock subject to stock options granted | 1,900,000 | 2,200,000 | 1,800,000 | ||||||||||||||
Total number of shares of common stock subject to full value awards granted | 1,300,000 | 1,400,000 | 1,400,000 | ||||||||||||||
Weighted-average number of shares of common stock outstanding | 97,700,000 | 95,800,000 | 94,600,000 | ||||||||||||||
Burn Rate (1) | 3.28% | 3.76% | 3.38% |
As of Record Date | |||||
Total number of shares of common stock subject to outstanding stock options | 10,131,428 | ||||
Weighted-average exercise price of outstanding stock options | $94.12 | ||||
Weighted-average remaining term of outstanding stock options | 6.81 years | ||||
Total number of shares of common stock subject to outstanding full value awards | 2,712,755 | ||||
Total number of shares of common stock available for grant under the 2020 Plan (1) | 7,494,995 | ||||
Total number of shares of common stock available for grant under the Neurocrine Biosciences, Inc. Inducement Plan (1) | 55,182 | ||||
Total number of shares of common stock subject to outstanding stock options and outstanding full value awards | 12,844,183 | ||||
Total number of shares of common stock outstanding | 100,580,497 | ||||
Per-share closing price of common stock as reported on Nasdaq Global Select Market | $140.25 |
Name | Position | Number of Shares | ||||||||||||
Kevin C. Gorman, Ph.D. | Chief Executive Officer | (1) | ||||||||||||
Matthew C. Abernethy | Chief Financial Officer | (1) | ||||||||||||
Kyle W. Gano, Ph.D. | Chief Business Development and Strategy Officer | (1) | ||||||||||||
Jude Onyia, Ph.D. | Chief Scientific Officer | (1) | ||||||||||||
Eiry W. Roberts, M.D. | Chief Medical Officer | (1) | ||||||||||||
All current executive officers as a group | (1) | |||||||||||||
All current directors who are not executive officers as a group | (2) | |||||||||||||
All current employees, including current officers who are not executive officers, as a group | (1) |
Name | Position | Number of Shares | ||||||||||||
Kevin C. Gorman, Ph.D. | Chief Executive Officer | 714,432 | ||||||||||||
Matthew C. Abernethy | Chief Financial Officer | 291,523 | ||||||||||||
Kyle W. Gano, Ph.D. | Chief Business Development and Strategy Officer | 306,842 | ||||||||||||
Jude Onyia, Ph.D. | Chief Scientific Officer | 337,360 | ||||||||||||
Eiry W. Roberts, M.D. | Chief Medical Officer | 276,450 | ||||||||||||
All current executive officers as a group | 3,029,527 | |||||||||||||
All current directors who are not executive officers as a group | 228,747 | |||||||||||||
Each nominee for election as a director: | ||||||||||||||
William H. Rastetter, Ph.D. | 27,136 | |||||||||||||
George J. Morrow | 22,756 | |||||||||||||
Leslie V. Norwalk | 24,947 | |||||||||||||
Christine A. Poon | 16,375 | |||||||||||||
Each associate of any executive officers, current directors or director nominees | — | |||||||||||||
Each other person who received or is to receive 5% of purchase rights | — | |||||||||||||
All current employees, including all current officers who are not executive officers, as a group | 11,388,239 |
Plan Category | 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 (b) (3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column a) (c) | |||||||||||||||||
Equity compensation plans approved by security holders (1) | 12,463,037 | $84.51 | 10,985,754 | |||||||||||||||||
Equity compensation plans not approved by security holders (2) | 50,140 | $74.03 | 55,182 | |||||||||||||||||
Total | 12,513,177 | $84.46 | 11,040,936 |
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Name | Age | Position | |||||||||||||
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Kevin C. Gorman, Ph.D. | 66 | Chief Executive Officer and Director | |||||||||||||
Matthew C. Abernethy | 44 | Chief Financial Officer | |||||||||||||
Eric Benevich | 58 | Chief Commercial Officer | |||||||||||||
David W. Boyer | 45 | Chief Corporate Affairs Officer | |||||||||||||
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Julie S. | 58 | Chief Human Resources Officer | |||||||||||||
Ingrid Delaet | 58 | Chief Regulatory Officer | |||||||||||||
Kyle W. Gano, Ph.D. | 51 | Chief Business Development and Strategy Officer | |||||||||||||
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Darin M. Lippoldt | 58 | Chief Legal Officer and Corporate Secretary | |||||||||||||
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Eiry W. Roberts, M.D. | 60 | Chief Medical Officer |
Haig P. Bozigian,Ph.D. was appointed Chief Development Officer in 2013 after having served as Senior Vice President of Pharmaceutical and Preclinical Development. Dr. Bozigian is responsible for all preclinical development, chemistry manufacturing and controls (CMC) and clinical pharmacology, and has led such functions since 2006. Dr. Bozigian joined Neurocrine Biosciences in 1997. With extensive expertise in CNS related new product development, Dr. Bozigian has participated in research and development for approximately 30 years. Prior to joining Neurocrine Biosciences, Dr. Bozigian served as Director of Pharmaceutical Development at Procyte Corporation, Associate Director of Pharmacokinetics and Drug Metabolism at Sphinx Pharmaceuticals Corporation and as a Clinical Pharmacokineticist at GlaxoSmithKline. Dr. Bozigian earned his B.S. in Microbiology from the University of Massachusetts, his M.S. in Pharmacodynamics and Toxicology from the University of
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Nebraska Medical Center, and earned his Ph.D. in Pharmaceutical Sciences from the University of Arizona Mr. Bozigian retired as Chief Development Officer March 31, 2021.
Julie S. Cooke was appointed Chief Human Resources Officer in September 2017. She joined Neurocrine Biosciences from the Sanford Burnham Prebys Medical Research Institute where she served as Senior Vice President for Human Resources and was a member of the executive management team. Previously, Ms. Cooke held multiple positions at Life Technologies, including being the human resource partner to the Chief Operating Officer, Division Presidents and Global Function Leads. Prior to Life Technologies, she ran human resources and was a member of the executive management team at SGX Pharmaceuticals. Ms. Cooke began her career at PepsiCo., The Pepsi Bottling Group, and Gateway, where she held positions of increasing responsibility in human resources. She holds a Bachelor of Arts in Economics from Colorado College.
Dimitri E. Grigoriadis, Ph.D. was appointed Chief Research Officer in 2013. Dr. Grigoriadis oversees all research functions, including drug discovery, biology and chemistry, and has led such functions since 2006. Dr. Grigoriadis joined Neurocrine Biosciences in 1993, established the pharmacology and drug screening groups and was most recently a Neurocrine Biosciences Fellow and Vice President of Discovery Biology. Prior to joining Neurocrine Biosciences, he was a Senior Scientist in the Neuroscience group at the DuPont Pharmaceutical Company from 1990 to 1993. Dr. Grigoriadis received his B.Sc. from the University of Guelph in Ontario, Canada, and his M.Sc. and Ph.D. in Pharmacology from the University of Toronto, Ontario, Canada. He conducted his postdoctoral research at the National Institute on Drug Abuse from 1987 to 1990.
Malcolm C. Lloyd-Smith
the SUNY Health Science Center, both at Syracuse NY.
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extensive leadership and business development experience, including the management of strategic alliances, business partnerships and venture capital collaborations. Dr. Roberts is a physician who trained in pharmacology and medicine in the UK,United Kingdom, qualifying from the University of London in 1987. Her post-graduate clinical training was in clinical pharmacology and cardiology at St. Bartholomew’s Hospital and the Royal London Hospital.
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• Kevin C. Gorman, Ph.D., Chief Executive Officer;
• Matthew C. Abernethy, Chief Financial Officer;
Eric Benevich, Chief Commercial Officer;
• Kyle W. Gano, Ph.D., Chief Business Development and Strategy Officer; and
• Jude Onyia, Ph.D., Chief Scientific Officer
We are
disorders.
2023.
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2020
The global COVID-19 pandemic has dramatically changed
The global COVID-19 pandemic impacted our business in 2020 and continues to do so. As further described below, despite this impact we did not modify our 2020 Corporate Goals. In early March 2020, we implemented a “Workbenefit from Home Policy” for employees not involved in business-critical activities and for employees involved in business-critical activities, we implemented safety measures designed to comply with federal, state and local guidelines. Due to the impact of COVID-19, we initially paused enrollment of new patients in severalexpansion of our clinical trials. Beginningsales force completed in April 2022.
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DespiteWe seek a say-on-pay advisory vote from our stockholders regarding our executive officer compensation program on an annual basis. Each year, the impactCommittee considers the results of COVID-19 onthe advisory vote as it completes its annual review of each pay element and the compensation provided to our business, we delivered strong performance in 2020, including the following:
2023 Say-on-Pay Voting Results In 2023, we received approximately 93% of votes cast in support of our 2023 executive officer compensation program. |
Over the last ten years, we have received 97% (on average) of votes cast in support of our executive compensation programs. Given the significant level of stockholder support, the Committee concluded that: ✓executive officer compensation program continues to |
✓our executive officer compensation program provides competitive pay that encourages retention and ✓no significant changes to the ✓the Committee will continue to |
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WHAT WE DO |
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consulting firm to facilitate pay assessments and review best practices and the Board of Directors | (excluding the Chief Executive Officer's employment agreement, which was last amended in 2007) |
include reviewing, revising, and if necessary, revising approving:
reviewing and approving•the corporate goals and objectives relating to the compensation of the Company’s employees, including executive officers, and evaluating the performance of the Company, and its executive officers, in light of these corporate goals and objectives;
reviewing and approving •compensation for all executive officers, including perquisite benefits, if any;
reviewing and approving all employment and severance agreements for executive officers;
reviewing and approving •all promotions to executive officer positions and the hiring of all new executive officers;
reviewing•recommendations to the full Board of Directors regarding all director compensation by taking into consideration peer group data and advice from an independent compensation consultant, and making recommendations to the Board of Directors;
reviewing and approving •guidelines for salaries, merit salary increases, cash incentive payments, stock-based grants and performance-based stock grants for all non-executive officer employees of the Company;
reviewing and approving equity grants to non-employees of the Company, if any;
reviewing and approving •equity and incentive plans, including amendments or modifications to such equity and incentive plans;
•equity ownership guidelines for executive officers and directors;
•overseeing the implementation of clawback policies allowing the Company to recoup certain compensation paid to employees;
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•retaining independent compensation consultants and advisors when appropriate to advise the Committee on compensation policies and plans;
and•complying with requirements established by the SEC, assessing the risks arising from the Company’s compensation policies and taking any actions required as a result thereof;
reviewing executive officer and director compliance with our Stock Ownership Guidelines; and
preparing and approving the Compensation Discussion and Analysis to be included as part of the Company’s annual proxy statement.
Committee Actions in Connection with Say-on-Pay Vote
Our Committee is committed to ensuring that our executive officer compensation program is effective and aligned with our stockholders’ interests and concerns. Accordingly, a critical component of our Committee’s process has been to continue:
reviewing emerging compensation “best practices” in the U.S., with a focus toward companies of similar size, market capitalization and revenues; and
soliciting advice from our Committee’s independent compensation consultant.
In 2020, we sought a say-on-pay advisory vote from our stockholders regarding our executive officer compensation program. Each year, the Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation provided to our NEOs and other executive officers.
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During 2020 we continued our stockholder engagement efforts in order to solicit feedback on a variety of topics including environmental, social, governance (ESG) and executive compensation practices. We contacted stockholders representing over 68% of outstanding stock and spoke with all stockholders that wanted to provide us with feedback. Overall, stockholders have expressed strong support for our ESG and executive compensation practices. We are pleased with our say-on-pay advisory vote results and stockholder feedback, and we will continue to engage with our stockholders to ensure alignment between our executive officer compensation program and our stockholders’ interests.
Compensation Philosophy
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dependent upon the Company’s achievement of specific corporate metricsgoals that drive stockholder value. Starting in 2020, 50% of our Chief Executive Officer’s target total cash compensation is at risk under our annual cash incentive plan. Non-cash long-termLong-term equity compensation for executive officers is generally a combination of performance-based and time-based vesting equity awards, and it is designed to motivate executive officers to increase long-term stockholder value as well asand to reward and retain key employees.
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•carried out a comprehensive review of our peer group for use in making 20202023 executive officer compensation decisions;
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•provided compensation data for the peer group and relevant executive officer pay survey data and an analysis of the compensation of the Company’s executive officers as compared to this market data;
•provided a competitive assessment of, and comparison to, incentive design and executive officer pay program structure based on peer group data;
•conducted a comprehensive pay for performance assessment;
•provided recommendations regarding the annual cash incentive and long-term equity incentive program design for 2020;
•assisted the Committee with the design of 20202023 pay programs consistent with the Company’s business strategy and pay philosophy;
•provided background information and data for 20202023 adjustments to the Company’s executive officer compensation program consistent with good governance practices and the Company’s objectives; and
•prepared an analysis of the Board of Directors’ 20202023 compensation program.
Committee.
2020
ACADIA Pharmaceuticals, Inc. |
| Alkermes plc | |||||||||||||
Alnylam Pharmaceuticals, Inc. | |||||||||||||||
BeiGene, Ltd. | Biohaven Ltd. | BioMarin Pharmaceuticals, Inc. | |||||||||||||
Exelixis, Inc. | Horizon Therapeutics plc | Incyte Corporation | |||||||||||||
Ionis Pharmaceuticals, Inc. | Jazz Pharmaceuticals plc | Mirati Therapeutics, Inc. | |||||||||||||
Sarepta Therapeutics, Inc. | Seagen Inc. |
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Ultragenyx Pharmaceutical | |||||||||||||||
United Therapeutics Corporation |
In determining executive officer compensation for 2020, the Committee reviewed data from this group of peer companies. targeted range.
2020
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Use of 20202023 Market Data. The Committee generally reviews target total direct compensation, comprising both target cash compensation and equity compensation, against the market data described above primarily to ensure that our executive officer compensation program as a whole is positioned competitively to attract and retain the highest caliber executive officers and that the total direct compensation opportunity for the executive officer group is aligned with our corporate objectives and strategic needs. The Committee does not have a specific target compensation level for the NEOs; rather, the Committee reviews a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to target total direct compensation, target total cash compensation (including both base salary and the target annual cash incentive) and equity compensation (valued based on an approximation of grant date fair value). In making compensation determinations, the Committee considers the market data, along with the other factors described above under “Overall Compensation Determination Process.”
2021 Peer Group. In September 2020, Radford reviewed our compensation philosophy and peer group and recommended changes to our 2020 peer group company list to reflect our continued revenue growth, market capitalization, organizational complexity and stage of our commercial development. Radford proposed a list of peer group companies to be used in connection with making compensation decisions for 2021, which consists primarily of recently commercial biopharmaceutical companies or late-stage high valuation pre-commercial companies with revenue generally between $200 million and $2.5 billion, market capitalization between $3.5 billion and $30 billion and employee headcount up to 3,000, reflecting our then-current revenue, market capitalization and headcount.
Based on these criteria, for 2021 Radford recommended, and our Committee approved, the following peer group:
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The 2021 peer group reflects the following changes from our 2020 peer group, all of which were recommended by Radford and approved by our Committee: (i) the removal of Sage Therapeutics, Inc., which no longer met the criteria above; and (ii) the addition of Horizon Therapeutics plc, which met the criteria above.
Compensation Element | Purpose of This Element | Key Characteristics | ||||||||
Base Salary | Designed to compensate competitively at levels necessary to attract and retain qualified executive officers in the life sciences industry; generally based on the scope of each executive officer’s responsibilities, as well as his/her qualifications, breadth of experience, performance record and depth of applicable functional expertise; established and adjusted to be appropriate as compared to the applicable market data, enabling the Company to attract, motivate, reward and retain highly skilled executive officers; gives executive officers a degree of certainty in light of having a majority of their compensation at risk. | Fixed cash compensation where year-to-year adjustments to each executive officer’s base salary are based upon sustained superior performance, changes in the general level of base salaries of persons in comparable positions within our industry, and any average merit salary increase for such year for all employees of the Company established by the Committee, as well as other | ||||||||
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factors the Committee judges to be pertinent during an assessment period. In making base salary decisions, the Committee exercises its judgment to determine the appropriate weight to be given to each of these factors. Although adjustments may also be made during the year for special circumstances, no mid-year adjustments have been made in the past five years. | ||||||||||
Annual Cash Incentives | Motivates executive officers to achieve our short-term strategic plan and milestones that are designed to drive long-term growth and performance while providing flexibility to respond to opportunities and changing market conditions. | Annual cash award opportunity based on corporate performance compared to pre-established corporate goals with pre-established target and maximum payout opportunities for each executive officer. The cash incentive program, including corporate goals and target payouts, are reviewed and approved by the Committee annually and may include individual performance targets for each executive officer. The corporate goals are prepared in an interactive process between management and the Committee based on the Company’s business plan and budget for the year. Cash incentive payments are linked to the attainment of overall corporate goals and the individual performance of each executive officer, or other factors the Committee determines appropriate. | ||||||||
Long-Term Equity Incentives (RSUs) | Motivates executive officers to achieve our business objectives by tying compensation to the performance of our common stock over the long term; creates an ownership culture; motivates our executive officers to remain with the Company by mitigating swings in incentive values during periods when market volatility impacts our stock price; directly motivates an executive officer to maximize long-term stockholder value and serve as an effective tool for incentivizing and retaining those executive officers who are most responsible for influencing stockholder value. | RSUs generally vest on an annual basis, ratably over four years subject to executive officer’s continued service; the ultimate value realized varies with our common stock price. | ||||||||
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Long-Term Equity Incentives | Motivates executive officers to achieve our business objectives by tying incentives to the appreciation of our common stock over the long-term and creates an ownership culture. | Stock options with an exercise price equal to the fair market value on the date of grant generally | ||||||||
Long-Term Equity Incentives (PRSUs) | Creates a strong link to the Company’s long-term performance, creates an ownership culture and closely aligns the interests of our executive officers with those of our stockholders because the value that the grants | stock price. | PRSUs only vest upon achievement of objectively measurable performance |
Other Compensation | Provides benefits that promote employee health and welfare, which assists in attracting and retaining our executive officers; certain additional benefits reflect market standards and are reasonable and necessary to attract and/or retain each of our executive officers and allow the executive officers to realize the full benefit of the other elements of compensation we provide. | Executive officers are eligible to participate in the Company’s employee benefit plans on the same terms as all other full-time employees. These plans include medical, dental and life insurance and eligibility to participate in the Company’s employee stock purchase plan. Additional benefits include disability insurance premiums, an annual physical examination and financial planning services. The terms of the Company’s 401(k) Savings Plan (the “401(k) Plan”) provide for executive officer and broad-based employee participation on the same general terms. Under the 401(k) Plan, all Company employees are eligible to receive basic matching contributions from the Company that vest annually over three years from date of hire. |
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Severance and Change in Control Benefits | Serves our retention objectives by helping our executive officers maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. | Provides protection in the event of a termination of employment under specified circumstances, including following a change in control of the Company as described below under “Potential Payments Upon Termination or Change-in-Control.” Compensation components for executive officers in the event of a termination by the Company without cause or termination by the executive officer due to constructive termination within six months after the consummation of a change in control include payments for annual base salary, a cash compensation payment, cash compensation for the value of all outstanding stock awards, limited Company-paid health insurance benefits, and any accrued vacation and any accrued benefits under any plans of the Company in which the executive officer is a participant. Eligibility for these benefits requires a signed release agreement by the executive officer.
Pursuant to his employment agreement, which was last amended in |
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2020 and Early 2021
2020
Salaries
Named Executive Officer | 2020 Base Salary | % Change from 2019 Base Salary | ||||||
Kevin C. Gorman, Ph.D. | $ | 775,000 | 6.9 | % | ||||
Matthew C. Abernethy | $ | 545,200 | 10.0 | % | ||||
Eric Benevich | $ | 499,900 | 7.0 | % | ||||
Kyle W. Gano, Ph.D. | $ | 487,700 | 10.0 | % | ||||
Eiry W. Roberts, M.D. | $ | 575,900 | 7.0 | % |
2020
Named Executive Officer | 2023 Base Salary | % Change from 2022 Base Salary | ||||||||||||
Kevin C. Gorman, Ph.D., Chief Executive Officer | $946,000 | 10.0% | ||||||||||||
Matthew C. Abernethy, Chief Financial Officer | $646,061 | 4.5% | ||||||||||||
Kyle W. Gano, Ph.D., Chief Business Development & Strategy Officer | $602,912 | 9.5% | ||||||||||||
Jude Onyia, Ph.D., Chief Scientific Officer | $638,250 | 11.0% | ||||||||||||
Eiry W. Roberts, M.D., Chief Medical Officer | $660,348 | 4.5% |
Executive Officer | 2023 Target Bonus (% of Base Salary) | |||||||||
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Chief Executive Officer | ||||||||||
All Other Executive Officers |
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In February 2020,March 2023, the Committee approved the corporate goals describedfor our 2023 annual cash incentive plan. The most significant and impactful goals and achievements are summarized in the table below. Our objective corporate goals are directly aligned with our specific strategic goals including advancing our development programs, our research function, our clinical activities, our commercialization activities and certain corporate and financial goals, whichthat we believe will create long-term stockholder value, including achieving a net revenue target from sales of INGREZZA, ensuring commercial readiness for stockholders.the launch of INGREZZA for the treatment of chorea associated with Huntington's disease, scaling pre-launch commercial infrastructure for crinecerfont to treat CAH, advancing and expanding our clinical pipeline, and achieving certain other corporate and financial goals. The Board of Directors and the Committee did not assign specific relative weightings to the corporate goals for 2020. Overall2023 in order to enable a holistic assessment of complementary goals that collectively reflect achievement of our 2023 performance objectives and build the foundation for long-term success. The maximum bonus payout for executive officerseach NEO was capped at 120%150% of target. Astheir target bonus opportunity.
Business Area / Initiative | Target | Achievements / Relevant Developments | Overall Achievement | |||||||||
Commercial Activities | Achieve INGREZZA net sales in 2023 between $1.70B and $1.84B | |||||||||||
| Completed launch-ready activities | Achieved | ||||||||||
Stage-appropriate crinecerfont launch readiness | Achieved | |||||||||||
Advance and Expand Clinical Pipeline | sNDA Approval: Obtain FDA approval of sNDA for valbenazine for treatment of chorea associated with Huntington disease | Obtained FDA approval in August 2023 | Achieved | |||||||||
Phase 2 and Phase 3 Clinical Pipeline: | Over Achieved in Part* | |||||||||||
•Report topline data in two Phase 3 studies in CAH (adults and pediatrics) | ||||||||||||
•Reported positive top-line data from the Phase 3 clinical
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• | •Met enrollment targets in most studies | |||||||||||
•Report top-line data on two Phase 2 studies | •Reported top-line data on one Phase 2 study | |||||||||||
Phase 1 Studies: Complete IND/CTA submission for 4 new chemical entities | IND/CTA submissions completed for five new chemical entities. | Over Achieved | ||||||||||
Development: Identify 3 new development candidates, including one biologic | Identified two new development candidates | Achieved in Part | ||||||||||
Financial/Operational | •Meet annual budget for non-GAAP operating expense by year-end | •Met annual budget for non-GAAP operating expense by year-end | Achieved in Part | |||||||||
•Retire convertible notes due May 2024 | •Company made strategic decision in 2023 not to retire the convertible notes. As of December 31, 2023, $170.4 million aggregate principal amount of the convertible notes remained outstanding | |||||||||||
General Business and People | •Maintain or improve sustainability ratings | •Improved overall sustainability ratings over prior year | Achieved | |||||||||
•Continue to maintain company culture of integrity, ethics and compliance | •Enhanced compliance training and related communication | |||||||||||
Legal | Manage litigation matters to a positive outcome | Successfully resolved all patent litigation brought by us against the companies seeking approval to market generic versions of INGREZZA | Over Achieved | |||||||||
Overall Achievement: |
In February 2021, after making these determinations regarding
For 2020,NEO’s bonus payout amount. However, our CEO's bonus payment cannot be increased above the corporate goal achievement level for the Company. In February 2024, the Committee determined that each NEO’s cash incentive amount should be 70% of his target amountwhether to reflect our corporate achievement percentage, except with respect to Mr. Benevich, Dr. Gano and Dr. Roberts for whom the Committee exercisedexercise its discretion to increase or decrease the bonus payout amount offor each NEO after considering their cash incentive amounts because of their significant individual performance contributing to achievement of our corporate goals, while navigatinggoals. Following such review, Dr. Roberts was awarded an increased bonus payout amount in recognition of her success in advancing and expanding our clinical development programs, including the extraordinary circumstances resultinggeneration of positive top-line data from the COVID-19 pandemic.
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Specifically,After making these determinations, the Committee recognized (1) Mr. Benevich for his contributions to meeting our INGREZZA sales forecast, launching ONGENTYS® and transitioning our sales force to a virtual selling module in response toapproved the pandemic, (2) Dr. Gano for leading the efforts to complete partnerships with Idorsia and Takeda, which significantly increased our early-/mid-stage clinical pipeline and (3) Dr. Roberts for quickly reorganizing the clinical infrastructure and reengaging clinic sites after the pandemic temporarily halted ongoing clinical trials.
2020 Target Annual Cash Incentive | 2020 Actual Annual Cash Incentive Paid | |||||||||||||||||||||||
Named Executive Officer | % of Base Salary | $ | % of Target Annual Cash Incentive | $ | ||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 100 | % | $ | 775,000 | 70 | % | $ | 542,500 | ||||||||||||||||
Matthew C. Abernethy | 50 | % | $ | 272,600 | 70 | % | $ | 190,820 | ||||||||||||||||
Eric Benevich | 50 | % | $ | 249,950 | 80 | % | $ | 199,960 | ||||||||||||||||
Kyle W. Gano, Ph.D. | 50 | % | $ | 243,850 | 85 | % | $ | 207,273 | ||||||||||||||||
Eiry W. Roberts, M.D. | 50 | % | $ | 287,950 | 75 | % | $ | 215,963 |
2021 Base Salary and Annual Cash Incentive Decisions
In February 2021, after considering the same factors described under “2020 Base Salary Decisions” and “Overall Compensation Determination Process” set forth above, our Committee reviewed and determined the 2021 base salaries and target bonus percentages for each of the NEOs aspayout amounts set forth in the table below. The target bonus percentages for our NEOs remained the same.
Named Executive Officer | 2021 Base Salary | 2021 Target Percentage of Base Salary | ||||||||||
Kevin C. Gorman, Ph.D. | $ | 825,000 | 100 | % | ||||||||
Matthew C. Abernethy | $ | 588,800 | 50 | % | ||||||||
Eric Benevich | $ | 534,900 | 50 | % | ||||||||
Kyle W. Gano, Ph.D. | $ | 517,000 | 50 | % | ||||||||
Eiry W. Roberts, M.D. | $ | 604,700 | 50 | % |
2020
2023 Target Bonus | 2023 Actual Bonus Paid | |||||||||||||||||||||||||
Named Executive Officer | % of Base Salary | $ | % of Target Bonus | $ | ||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 100% | $946,000 | 110% | $1,040,600 | ||||||||||||||||||||||
Matthew C. Abernethy | 50% | $323,030 | 110% | $355,335 | ||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 50% | $301,456 | 110% | $331,602 | ||||||||||||||||||||||
Jude Onyia, Ph.D. | 50% | $319,125 | 110% | $351,038 | ||||||||||||||||||||||
Eiry W. Roberts, M.D. | 50% | $330,174 | 121% | $399,511 |
2020
•aimed to have the aggregate target award value result in target total direct compensation at a level that is competitive in the marketplaces in which we compete;
•focused a larger portion of total direct compensation in the form of long-term performance equity awards which only vest upon achievement of the specific, objective criteria described below, which if achieved, the Committee believes will drive long-term differentiated value relative to our peers and maximize long-term stockholder value; and
•considered the recommendations of Dr. Gorman for the other NEOs.
2020Stock Options RSUs PRSUs Named Executive Officer # of Shares # of Shares Kevin C. Gorman, Ph.D. $ 6,678,750 133,656 $ 2,226,250 21,506 $ 4,795,000 50,979 $ 13,700,000 Matthew C. Abernethy $ 3,187,500 63,789 $ 1,062,500 10,264 $ 750,000 7,974 $ 5,000,000 Kyle W. Gano, Ph.D. $ 3,187,500 63,789 $ 1,062,500 10,264 $ 750,000 7,974 $ 5,000,000 Jude Onyia, Ph.D. $ 3,375,000 67,541 $ 1,125,000 10,868 $ 1,500,000 15,948 $ 6,000,000 Eiry W. Roberts, M.D. $ 2,625,000 52,532 $ 875,000 8,453 $ 1,250,000 13,290 $ 4,750,000 February 20202023 equity grants vest as follows: (i) the stock options vest in equal monthly installments over a four-year period; (ii) the RSUs vest in equal annual installments over a four-year period; and (iii) the PRSUs vest based on objectively measurable performance goals that focus executive officers on achieving longer-term Company performance goals that are key to our business strategy and increasing stockholder value.The Committee determined that these three types of equity awards provided the appropriate balance of long-term and performance-based incentives for our executive officers.Specifically, the PRSUs vest on the date, or dates, that the Committee determines achievementachievegoals,metrics, each of which must occur beforeby the end of a three-year performance period ending on December 31, 2022. Such goals relate to specific2025. The metrics related to (i)underlying the37
commercialization of INGREZZA PRSUs target certain regulatory milestones and (ii) the advancement and enhancement of certain clinical programs, including advancing our product candidatelate-stage clinical pipeline, eachthat we believe will drive stockholder value within the three-year performance period commencing on January 1, 2020 and ending on December 31, 2022.2025. The actual number of earned units subject to the PRSUs will be determined based on the level of achievement of such goals,metrics, with minimum, target, upside, and maximum levels specified.
specified in the Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2023 table. The Committee set the specific performance targets underlying each performance metric at challenging levels that the Committee determined would require substantial effort to be achieved. We believe disclosing the specific performance targets while the performance period is ongoing could cause competitive harm, as providing this information could provide competitors with insights in our strategy and clinical development programs that would be harmful to us. However, we will disclose the specific performance targets in 2026 following the Committee’s determination of performance and certification.
2021 Equity Award Mix. PRSUs.
January 1, 2021 Equity Award Vesting Criteriaand ending on March 31, 2023 (the “2021 PRSUs”). The Committee determined thatbelieved achievement of this performance metric would substantially increase stockholder value. The specific performance conditions underlying the February 2021 stock optionPRSUs, as well as payout levels at minimum, target, and RSU grants will be subjectmaximum achievement are set forth in the following table:
Achievement Level | Performance Condition | Payout Level (as a % of target) | ||||||||||||
Minimum | Positive Phase 3 data in both adult and adolescent studies of crinecerfont for the treatment of CAH. | CEO & Chief Medical Officer: 75% Other NEOs: 67% | ||||||||||||
Target | Positive Phase 3 data in both adult and adolescent studies of crinecerfont for the treatment of CAH and submission of an NDA to the FDA for either the adolescent or adult indication. | CEO & Chief Medical Officer: 100% Other NEOs: 100% | ||||||||||||
Max | Positive Phase 3 data in both adult and adolescent studies of crinecerfont for the treatment of CAH and submission of two NDAs to the FDA, one for each of the adolescent and adult indications. | CEO & Chief Medical Officer: 125% Other NEOs: 133% |
2018the INGREZZA HD Metric is 40% of the total 2022 PRSU Award Payouts
In 2018,award. If the Company granted executives PRSUs that were tiedfailed to achieve the following metrics: (1) 30%INGREZZA HD Metric within the performance period, then no portion of each grant would vest in connectionthe underlying RSUs associated with the FDA approval of ONGENTYS, (2) 35% of each grantINGREZZA HD Metric would vest in connectionvest.
INGREZZA HD Metric Achievement Level | Performance Condition for INGREZZA HD Metric | Payout Level (as a % of target with respect to the INGREZZA HD Metric) | ||||||||||||
Target | Company receives FDA approval of INGREZZA for the treatment of adults with chorea associated with Huntington's disease | 100% | ||||||||||||
Max | Company receives FDA approval of INGREZZA for the treatment of adults with chorea associated with Huntington's disease and such approval does not require a black box warning | 175% |
specific performance condition following the Committee's certification of achievement or expiration of the performance period.
2023.
Chief Executive Officer | 6 times base salary | |||||
All other executive officers | 1 times base salary | |||||
38
New executive officers are granted a five-year period to reach the equity ownership requirements set forth in the guidelines and are expected to make annual progress toward the equity ownership requirements during this five-year period. When an executive officer does not meet the equity ownership requirements set forth in the guidelines, he/she is restricted from selling any held shares until such requirements are met. Additionally, should an executive officer who does not meet the equity ownership requirements choose to exercise a stock option or vest in any RSUs, he or she is required to retain all shares acquired through those transactions, aside from any shares necessary to fulfill such transaction related tax obligations, until full compliance with the equity ownership guidelines is attained.
Under the policies, a contribution of the Company’s securities to an exchange fund not designed to hedge any decrease in the market value of Neurocrine's equity securities is not considered a form of hedging; however, such contribution by an employee or director remains subject to the other provisions of the Company’s insider trading policy, including provisions regarding quarterly trading blackout periods and pre-clearance requirements.
Form 10-K.
Although
39
Internal Revenue Code Section 409A
Section 409A governs deferred compensation arrangements. The Committee structures our deferred compensation programs with the assistance of our external counsel to be exempt from, or compliant with, Section 409A.
stockholders.
40
Summary Compensation Table
Name and Principal Position (1) | Year
| Salary ($)(2)
| Bonus ($)(2)
| Option Awards ($)(3)
| Stock Awards ($)(4)
| All Other Compensation ($)(5)
| Total ($)
| |||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 2018 | $ | 675,000 | $ | 425,250 | $ | 4,486,852 | $ | 2,998,832 | $ | 47,045 | $ | 8,632,979 | |||||||||||||||
Chief Executive Officer | 2019 | $ | 725,000 | $ | 667,000 | $ | 6,000,525 | $ | 2,000,071 | $ | 58,230 | $ | 9,450,826 | |||||||||||||||
2020 | $ | 775,000 | $ | 542,500 | $ | 7,124,633 | $ | 5,375,188 | $ | 63,311 | $ | 13,880,632 | ||||||||||||||||
Matthew C. Abernethy | 2018 | $ | 420,000 | $ | 199,500 | $ | — | $ | 1,996,506 | $ | 69,741 | $ | 2,685,747 | |||||||||||||||
Chief Financial Officer | 2019 | $ | 495,600 | $ | 284,970 | $ | 3,750,345 | $ | 1,250,035 | $ | 42,170 | $ | 5,823,120 | |||||||||||||||
2020 | $ | 545,200 | $ | 190,820 | $ | 2,999,869 | $ | 2,500,266 | $ | 45,021 | $ | 6,281,176 | ||||||||||||||||
Eric Benevich | 2018 | $ | 432,600 | $ | 205,485 | $ | 1,496,335 | $ | 1,499,417 | $ | 38,768 | $ | 3,672,605 | |||||||||||||||
Chief Commercial Officer | 2019 | $ | 467,200 | $ | 280,320 | $ | 3,750,345 | $ | 1,250,035 | $ | 45,547 | $ | 5,793,447 | |||||||||||||||
2020 | $ | 499,900 | $ | 199,960 | $ | 2,999,869 | $ | 3,000,257 | $ | 48,974 | $ | 6,748,960 | ||||||||||||||||
Kyle W. Gano, Ph.D. | 2018 | $ | 403,100 | $ | 191,473 | $ | 1,309,024 | $ | 2,656,575 | $ | 8,069 | $ | 4,568,241 | |||||||||||||||
Chief Development and Strategy Officer | 2019 | $ | 443,400 | $ | 266,040 | $ | 3,000,285 | $ | 1,000,076 | $ | 16,171 | $ | 4,725,972 | |||||||||||||||
2020 | $ | 487,700 | $ | 207,273 | $ | 3,749,799 | $ | 2,750,210 | $ | 16,751 | $ | 7,211,733 | ||||||||||||||||
Eiry W. Roberts, M.D. | 2018 | $ | 490,700 | $ | 220,800 | $ | 2,863,700 | $ | 4,053,869 | $ | 671,554 | $ | 8,300,623 | |||||||||||||||
Chief Medical Officer | 2019 | $ | 538,200 | $ | 309,465 | $ | 3,000,285 | $ | 1,000,076 | $ | 51,889 | $ | 4,899,915 | |||||||||||||||
2020 | $ | 575,900 | $ | 215,963 | $ | 2,624,855 | $ | 2,375,242 | $ | 56,073 | $ | 5,848,033 |
Name and Principal Position (1) | Year | Salary ($) (2) | Bonus ($) (2) | Option Awards ($) (3) | Stock Awards ($) (4) | All Other Compensation ($) (5) | Total ($) | ||||||||||||||||
Kevin C. Gorman, Ph.D. | 2021 | $825,000 | $701,250 | $6,093,752 | $6,406,366 | $55,044 | $14,081,412 | ||||||||||||||||
Chief Executive Officer | 2022 | $860,000 | $989,000 | $4,875,106 | $5,125,079 | $53,342 | $11,902,527 | ||||||||||||||||
2023 | $946,000 | $1,040,600 | $6,678,790 | $7,021,386 | $64,036 | $15,750,812 | |||||||||||||||||
Matthew C. Abernethy | 2021 | $588,800 | $264,960 | $2,625,019 | $2,375,068 | $53,003 | $5,906,850 | ||||||||||||||||
Chief Financial Officer | 2022 | $618,240 | $373,262 | $2,310,061 | $1,570,128 | $52,632 | $4,924,323 | ||||||||||||||||
2023 | $646,061 | $355,335 | $3,187,536 | $1,812,563 | $56,387 | $6,057,882 | |||||||||||||||||
Kyle W. Gano, Ph.D. | 2021 | $517,000 | $271,425 | $2,625,018 | $2,375,067 | $22,814 | $5,811,324 | ||||||||||||||||
Chief Business Development and Strategy Officer | 2022 | $550,605 | $332,428 | $2,775,053 | $1,725,086 | $38,485 | $5,421,657 | ||||||||||||||||
2023 | $602,912 | $331,602 | $3,187,536 | $1,812,563 | $55,602 | $5,990,215 | |||||||||||||||||
Jude Onyia, Ph.D. | 2021 | $52,340 | $26,170 | $4,500,035 | $3,000,136 | $2,949 | $7,581,630 | ||||||||||||||||
Chief Scientific Officer | 2022 | $575,000 | $330,625 | $225,008 | $1,275,146 | $55,520 | $2,461,299 | ||||||||||||||||
2023 | $638,250 | $351,038 | $3,375,024 | $2,625,124 | $233,780 | $7,223,216 | |||||||||||||||||
Eiry W. Roberts, M.D. | 2021 | $604,700 | $272,115 | $2,625,019 | $2,875,113 | $48,649 | $6,425,596 | ||||||||||||||||
Chief Medical Officer | 2022 | $631,912 | $345,182 | $2,625,057 | $2,075,144 | $57,986 | $5,735,281 | ||||||||||||||||
2023 | $660,348 | $399,511 | $2,625,024 | $2,125,112 | $63,852 | $5,873,847 |
|
|
|
|
41
Name | Year | 401(k) Employer Match | Insurance Premiums (1) | Inducement Payments | Relocation Expense | Total Other | ||||||||||||||||||
Kevin C. Gorman, Ph.D. | 2018 | $ | 8,250 | $ | 38,795 | $ | — | $ | — | $ | 47,045 | |||||||||||||
2019 | $ | 16,800 | $ | 41,430 | $ | — | $ | — | $ | 58,230 | ||||||||||||||
2020 | $ | 17,100 | $ | 46,211 | $ | — | $ | — | $ | 63,311 | ||||||||||||||
Matthew C. Abernethy | 2018 | $ | 8,250 | $ | 27,817 | $ | — | $ | 33,674 | $ | 69,741 | |||||||||||||
2019 | $ | 16,800 | $ | 25,370 | $ | — | $ | — | $ | 42,170 | ||||||||||||||
2020 | $ | 17,100 | $ | 27,921 | $ | — | $ | — | $ | 45,021 | ||||||||||||||
Eric Benevich. | 2018 | $ | 8,250 | $ | 30,518 | $ | — | $ | — | $ | 38,768 | |||||||||||||
2019 | $ | 16,800 | $ | 28,747 | $ | — | $ | — | $ | 45,547 | ||||||||||||||
2020 | $ | 16,800 | $ | 32,174 | $ | — | $ | — | $ | 48,974 | ||||||||||||||
Kyle W. Gano, Ph.D. | 2018 | $ | 5,375 | $ | 2,694 | $ | — | $ | — | $ | 8,069 | |||||||||||||
2019 | $ | 13,302 | $ | 2,869 | $ | — | $ | — | $ | 16,171 | ||||||||||||||
2020 | $ | 14,631 | $ | 2,120 | $ | — | $ | — | $ | 16,751 | ||||||||||||||
Eiry W. Roberts, M.D. | 2018 | $ | 8,250 | $ | 35,522 | $ | 225,000 | $ | 402,782 | $ | 671,554 | |||||||||||||
2019 | $ | 16,800 | $ | 35,089 | $ | — | $ | — | $ | 51,889 | ||||||||||||||
2020 | $ | 17,100 | $ | 38,973 | $ | — | $ | — | $ | 56,073 |
Name | Year | 401(k) Employer Match | Insurance Premiums (1) | Inducement Advance (2) | Other (3) | Total Other | ||||||||||||||
Kevin C. Gorman, Ph.D. | 2021 | $17,100 | $37,944 | — | — | $55,044 | ||||||||||||||
2022 | $18,500 | $34,842 | — | — | $53,342 | |||||||||||||||
2023 | $19,800 | $44,236 | — | — | $64,036 | |||||||||||||||
Matthew C. Abernethy | 2021 | $17,100 | $33,431 | — | $2,472 | $53,003 | ||||||||||||||
2022 | $18,500 | $32,732 | — | $1,400 | $52,632 | |||||||||||||||
2023 | $19,800 | $34,987 | — | $1,600 | $56,387 | |||||||||||||||
Kyle W. Gano, Ph.D. | 2021 | $15,510 | $7,304 | — | — | $22,814 | ||||||||||||||
2022 | $17,895 | $20,590 | — | — | $38,485 | |||||||||||||||
2023 | $19,800 | $33,155 | — | $2,647 | $55,602 | |||||||||||||||
Jude Onyia, Ph.D. | 2021 | — | $2,249 | — | $700 | $2,949 | ||||||||||||||
2022 | $18,500 | $35,620 | — | $1,400 | $55,520 | |||||||||||||||
2023 | $19,800 | $37,380 | $175,000 | $1,600 | $233,780 | |||||||||||||||
Eiry W. Roberts, M.D. | 2021 | $17,100 | $30,149 | — | $1,400 | $48,649 | ||||||||||||||
2022 | $18,500 | $38,086 | — | $1,400 | $57,986 | |||||||||||||||
2023 | $19,800 | $42,452 | — | $1,600 | $63,852 |
2023
Estimated Future Payouts Under PRSU Awards (1) | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Minimum (#) | Target (#) | Upside (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise Price of Option Awards ($/Sh)(2) | Grant Date Fair Value (3) | |||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 2/6/2020 | 23,081 | $ | — | $ | 2,375,035 | ||||||||||||||||||||||||||||||
2/6/2020 | 20,458 | 29,156 | 39,359 | 47,620 | $ | — | $ | 3,000,153 | ||||||||||||||||||||||||||||
2/6/2020 | 145,698 | $ | 102.90 | $ | 7,124,633 | |||||||||||||||||||||||||||||||
Matthew C. Abernethy. | 2/6/2020 | 9,719 | $ | — | $ | 1,000,086 | ||||||||||||||||||||||||||||||
2/6/2020 | 10,691 | 14,579 | 22,838 | 27,212 | $ | — | $ | 1,500,180 | ||||||||||||||||||||||||||||
2/6/2020 | 61,347 | $ | 102.90 | $ | 2,999,869 | |||||||||||||||||||||||||||||||
Eric Benevich. | 2/6/2020 | 9,719 | $ | — | $ | 1,000,086 | ||||||||||||||||||||||||||||||
2/6/2020 | 13,121 | 19,438 | 27,697 | 32,071 | $ | — | $ | 2,000,171 | ||||||||||||||||||||||||||||
2/6/2020 | 61,347 | $ | 102.90 | $ | 2,999,869 | |||||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 2/6/2020 | 12,148 | $ | — | $ | 1,250,030 | ||||||||||||||||||||||||||||||
2/6/2020 | 10,691 | 14,579 | 22,838 | 27,212 | $ | — | $ | 1,500,180 | ||||||||||||||||||||||||||||
2/6/2020 | 76,683 | $ | 102.90 | $ | 3,749,799 | |||||||||||||||||||||||||||||||
Eiry W. Roberts, M.D. | 2/6/2020 | 8,504 | $ | — | $ | 875,062 | ||||||||||||||||||||||||||||||
2/6/2020 | 10,691 | 14,579 | 22,838 | 27,212 | $ | — | $ | 1,500,180 | ||||||||||||||||||||||||||||
2/6/2020 | 53,678 | $ | 102.90 | $ | 2,624,855 |
Estimated Future Payouts Under PRSU Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise Price of Option Awards ($/Sh)(2) | Grant Date Fair Value (3) | ||||||||||||||||||||||||||||
Name | Approval Date | Grant Date | Minimum(#) | Target (#) | Upside (#) | Maximum (#) | ||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 2/1/2023 | 2/13/2023 | 21,506 | — | $2,226,301 | |||||||||||||||||||||||||||
5/19/2023 | 5/19/2023 (1) | 28,038 | 50,979 | 76,468 | 101,957 | — | $4,795,085 | |||||||||||||||||||||||||
2/1/2023 | 2/13/2023 | 133,656 | $103.52 | $6,678,790 | ||||||||||||||||||||||||||||
Matthew C. Abernethy | 2/1/2023 | 2/13/2023 | 10,264 | — | $1,062,529 | |||||||||||||||||||||||||||
5/19/2023 | 5/19/2023 (1) | 4,385 | 7,974 | 11,960 | 15,947 | — | $750,034 | |||||||||||||||||||||||||
2/1/2023 | 2/13/2023 | 63,789 | $103.52 | $3,187,536 | ||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 2/1/2023 | 2/13/2023 | 10,264 | — | $1,062,529 | |||||||||||||||||||||||||||
5/19/2023 | 5/19/2023 (1) | 4,385 | 7,974 | 11,960 | 15,947 | — | $750,034 | |||||||||||||||||||||||||
2/1/2023 | 2/13/2023 | 63,789 | $103.52 | $3,187,536 | ||||||||||||||||||||||||||||
Jude Onyia, Ph.D. | 2/1/2023 | 2/13/2023 | 10,868 | — | $1,125,055 | |||||||||||||||||||||||||||
5/19/2023 | 5/19/2023 (1) | 8,771 | 15,948 | 23,920 | 31,894 | — | $1,500,069 | |||||||||||||||||||||||||
2/1/2023 | 2/13/2023 | 67,541 | $103.52 | $3,375,024 | ||||||||||||||||||||||||||||
Eiry W. Roberts, M.D. | 2/1/2023 | 2/13/2023 | 8,453 | — | $875,055 | |||||||||||||||||||||||||||
5/19/2023 | 5/19/2023 (1) | 7,309 | 13,290 | 19,934 | 26,579 | — | $1,250,057 | |||||||||||||||||||||||||
2/1/2023 | 2/13/2023 | 52,532 | $103.52 | $2,625,024 |
|
|
42
Eric Benevich has an employment contract that provides that: (i) Mr. Benevich will serve as the Company’s Chief Commercial Officer commencing on May 26, 2015 at an initial annual salary of $365,000, subject to annual adjustment by the Board of Directors (Mr. Benevich’s annual base salary for 2020 is $499,900); (ii) the agreement terminates upon death, disability, termination by the Company with or without cause, constructive termination or voluntary resignation; (iii) Mr. Benevich is eligible for a discretionary annual bonus as determined by the Board of Directors, based upon achieving certain performance criteria; and (iv) Mr. Benevich is eligible to receive stock option awards with the equity awards with the number of shares, vesting terms, and exercise price as shall be determined by the Board of Directors.
43
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Award Grant and Commencement of Vesting Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 1/12/2012 | 143,449 | — | — | $ | 8.66 | 1/12/2022 | (2) | — | — | — | |||||||||||||||||||||||||
1/10/2013 | 164,801 | — | — | $ | 8.65 | 1/10/2023 | (2) | — | — | — | ||||||||||||||||||||||||||
1/16/2014 | 167,858 | — | — | $ | 19.59 | 1/16/2024 | (2) | — | — | — | ||||||||||||||||||||||||||
2/3/2015 | 146,105 | — | — | $ | 32.99 | 2/3/2025 | (2) | — | — | — | ||||||||||||||||||||||||||
2/5/2016 | 109,100 | — | — | $ | 35.99 | 2/5/2026 | (2) | — | — | — | ||||||||||||||||||||||||||
2/6/2017 | 198,755 | 8,645 | — | $ | 43.24 | 2/6/2027 | (2) | 8,250 | (3) | 790,763 | — | |||||||||||||||||||||||||
2/5/2018 | 73,808 | 30,392 | — | $ | 81.49 | 2/5/2028 | (2) | 9,200 | (3) | 881,820 | — | |||||||||||||||||||||||||
2/7/2019 | 61,116 | 72,229 | — | $ | 81.05 | 2/7/2029 | (2) | 18,508 | (3) | 1,773,992 | — | |||||||||||||||||||||||||
2/6/2020 | 30,354 | 115,344 | — | $ | 102.90 | 2/6/2030 | (2) | 52,237 | (4) | 2,212,314 | 2,794,603 | |||||||||||||||||||||||||
Matthew C. Abernethy | 12/1/2017 | 30,002 | 14,998 | — | $ | 73.60 | 12/1/2027 | (1) | 3,125 | (3) | 299,531 | — | ||||||||||||||||||||||||
2/7/2019 | 38,198 | 45,143 | — | $ | 81.05 | 2/7/2029 | (2) | 11,568 | (3) | 1,108,793 | — | |||||||||||||||||||||||||
2/6/2020 | 12,781 | 48,566 | — | $ | 102.90 | 2/6/2030 | (2) | 24,298 | (4) | 931,566 | 1,397,397 | |||||||||||||||||||||||||
Eric Benevich. | 6/1/2015 | 60,000 | — | — | $ | 41.78 | 6/1/2025 | (1) | ||||||||||||||||||||||||||||
2/5/2016 | 20,605 | — | — | $ | 35.99 | 2/5/2026 | (2) | — | — | — | ||||||||||||||||||||||||||
2/6/2017 | 73,598 | 3,202 | — | $ | 43.24 | 2/6/2027 | (2) | 2,650 | (3) | 254,003 | — | |||||||||||||||||||||||||
2/5/2018 | 24,615 | 10,135 | — | $ | 81.49 | 2/5/2028 | (2) | 3,076 | (3) | 294,835 | — | |||||||||||||||||||||||||
2/7/2019 | 38,198 | 45,143 | — | $ | 81.05 | 2/7/2029 | (2) | 11,568 | (3) | 1,108,793 | — | |||||||||||||||||||||||||
2/6/2020 | 12,781 | 48,566 | — | $ | 102.90 | 2/6/2030 | (2) | 29,157 | (4) | 931,566 | 1,863,132 | |||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 1/12/2012 | 28,266 | — | — | $ | 8.66 | 1/12/2022 | (2) | — | — | — | |||||||||||||||||||||||||
1/16/2014 | 75,000 | — | — | $ | 19.59 | 1/16/2024 | (2) | — | — | — | ||||||||||||||||||||||||||
2/3/2015 | 65,000 | — | — | $ | 32.99 | 2/3/2025 | (2) | — | — | — | ||||||||||||||||||||||||||
2/5/2016 | 36,400 | — | — | $ | 35.99 | 2/5/2026 | (2) | — | — | — | ||||||||||||||||||||||||||
2/6/2017 | 57,499 | 2,501 | — | $ | 43.24 | 2/6/2027 | (2) | 1,900 | (3) | 182,115 | — | |||||||||||||||||||||||||
2/5/2018 | 21,533 | 8,867 | — | $ | 81.49 | 2/5/2028 | (2) | 10,176 | (3) | 975,370 | — | |||||||||||||||||||||||||
2/7/2019 | 30,558 | 36,115 | — | $ | 81.05 | 2/7/2029 | (2) | 9,255 | (3) | 887,092 | — | |||||||||||||||||||||||||
2/6/2020 | 15,976 | 60,707 | — | $ | 102.90 | 2/6/2030 | (2) | 26,727 | (4) | 1,164,386 | 1,397,397 | |||||||||||||||||||||||||
Eiry W. Roberts, M.D | 1/8/2018 | 46,042 | 18,958 | — | $ | 77.81 | 1/8/2028 | (1) | 10,000 | (3) | 958,500 | — | ||||||||||||||||||||||||
2/7/2019 | 30,558 | 36,115 | — | $ | 81.05 | 2/7/2029 | (2) | 9,255 | (3) | 887,092 | — | |||||||||||||||||||||||||
2/6/2020 | 11,183 | 42,495 | — | $ | 102.90 | 2/6/2030 | (2) | 23,083 | (4) | 815,108 | 1,397,397 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
Name | Award Grant and Commencement of Vesting Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | 1/16/2014 | 167,858 | — | — | $19.59 | 1/16/2024 | (2) | — | — | — | — | |||||||||||||||||||||||||||
2/3/2015 | 146,105 | — | — | $32.99 | 2/3/2025 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/5/2016 | 109,100 | — | — | $35.99 | 2/5/2026 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2017 | 207,400 | — | — | $43.24 | 2/6/2027 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/5/2018 | 104,200 | — | — | $81.49 | 2/5/2028 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/7/2019 | 133,345 | — | — | $81.05 | 2/7/2029 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2020 | 139,627 | 6,071 | — | $102.90 | 2/6/2030 | (2) | 5,771 | $760,387 | — | — | ||||||||||||||||||||||||||||
2/8/2021 | 80,653 | 33,210 | — | $117.63 | 2/8/2031 | (2) | 8,635 | $1,137,748 | — | — | ||||||||||||||||||||||||||||
1/31/2022 | 67,107 | 72,942 | — | $79.02 | 1/31/2032 | (2) | 15,424 | $2,032,266 | 26,576 | (4) | $3,501,654 | |||||||||||||||||||||||||||
2/13/2023 | 27,845 | 105,811 | — | $103.52 | 2/13/2033 | (2) | 21,506 | $2,833,631 | — | $0 | ||||||||||||||||||||||||||||
5/19/2023 | — | — | — | — | — | — | 50,979 | (5) | $6,716,993 | |||||||||||||||||||||||||||||
Matthew C. Abernethy | 12/1/2017 | 45,000 | — | — | $73.60 | 12/1/2027 | (1) | — | — | — | — | |||||||||||||||||||||||||||
2/7/2019 | 83,341 | — | — | $81.05 | 2/7/2029 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2020 | 58,791 | 2,556 | — | $102.90 | 2/6/2030 | (2) | 2,430 | $320,177 | — | — | ||||||||||||||||||||||||||||
2/8/2021 | 34,743 | 14,306 | — | $117.63 | 2/8/2031 | (2) | 3,720 | $490,147 | — | — | ||||||||||||||||||||||||||||
1/31/2022 | 31,798 | 34,564 | — | $79.02 | 1/31/2032 | (2) | 7,309 | $963,034 | 6,075 | (4) | $800,442 | |||||||||||||||||||||||||||
2/13/2023 | 13,289 | 50,500 | — | $103.52 | 2/13/2033 | (2) | 10,264 | $1,352,385 | — | — | ||||||||||||||||||||||||||||
5/19/2023 | — | — | — | — | — | — | 7,974 | (5) | $1,050,654 | |||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | 1/16/2014 | 75,000 | — | — | $19.59 | 1/16/2024 | (2) | — | — | — | — | |||||||||||||||||||||||||||
2/3/2015 | 65,000 | — | — | $32.99 | 2/3/2025 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/5/2016 | 36,400 | — | — | $35.99 | 2/5/2026 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2017 | 60,000 | — | — | $43.24 | 2/6/2027 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/5/2018 | 30,400 | — | — | $81.49 | 2/5/2028 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/7/2019 | 66,673 | — | — | $81.05 | 2/7/2029 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2020 | 73,488 | 3,195 | — | $102.90 | 2/6/2030 | (2) | 3,037 | $400,155 | — | — | ||||||||||||||||||||||||||||
2/8/2021 | 34,743 | 14,306 | — | $117.63 | 2/8/2031 | (2) | 3,720 | $490,147 | — | — | ||||||||||||||||||||||||||||
1/31/2022 | 38,199 | 41,521 | — | $79.02 | 1/31/2032 | (2) | 8,780 | $1,156,853 | 6,075 | (4) | $800,442 | |||||||||||||||||||||||||||
2/13/2023 | 13,289 | 50,500 | — | $103.52 | 2/13/2033 | (2) | 10,264 | $1,352,385 | — | — | ||||||||||||||||||||||||||||
5/19/2023 | — | — | — | — | — | — | 7,974 | (5) | $1,050,654 | |||||||||||||||||||||||||||||
Jude Onyia, Ph.D. | 44529 | 62,588 | 57,581 | — | $84.74 | 11/29/2031 | (1) | 8,852 | $1,166,340 | — | — | |||||||||||||||||||||||||||
1/31/2022 | 3,097 | 3,367 | — | $79.02 | 1/31/2032 | (2) | 713 | $93,945 | 9,112 | (4) | $1,200,597 | |||||||||||||||||||||||||||
2/13/2023 | 14,071 | 53,470 | — | $103.52 | 2/13/2033 | (2) | 10,868 | $1,431,968 | — | — | ||||||||||||||||||||||||||||
5/19/2023 | — | — | — | — | — | — | 15,948 | (5) | $2,101,308 | |||||||||||||||||||||||||||||
Eiry W. Roberts, M.D | 1/8/2018 | 5,140 | — | — | $77.81 | 1/8/2028 | (1) | — | — | — | — | |||||||||||||||||||||||||||
2/7/2019 | 40,673 | — | — | $81.05 | 2/7/2029 | (2) | — | — | — | — | ||||||||||||||||||||||||||||
2/6/2020 | 51,441 | 2,237 | — | $102.90 | 2/6/2030 | (2) | 2,126 | $280,122 | — | — | ||||||||||||||||||||||||||||
2/8/2021 | 34,743 | 14,306 | — | $117.63 | 2/8/2031 | (2) | 3,720 | $490,147 | — | — | ||||||||||||||||||||||||||||
1/31/2022 | 21,994 | 39,277 | — | $79.02 | 1/31/2032 | (2) | 8,306 | $1,094,399 | 9,112 | (4) | $1,200,597 | |||||||||||||||||||||||||||
2/13/2023 | 10,944 | 41,588 | — | $103.52 | 2/13/2033 | (2) | 8,453 | $1,113,767 | — | — | ||||||||||||||||||||||||||||
5/19/2023 | — | — | — | — | — | — | 13,290 | (5) | $1,751,090 |
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44
Option Awards (1) | Stock Awards (2) | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (3) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (4) | ||||||||||||
Kevin C. Gorman, Ph.D. | — | $ | — | 43,169 | $ | 4,430,741 | ||||||||||
Matthew C. Abernethy | 15,000 | $ | 549,134 | 19,230 | $ | 1,948,667 | ||||||||||
Eric Benevich. | 20,595 | $ | 1,246,757 | 22,467 | $ | 2,305,377 | ||||||||||
Kyle W. Gano, Ph.D. | — | $ | — | 24,246 | $ | 2,486,184 | ||||||||||
Eiry W. Roberts, M.D. | 5,000 | $ | 260,950 | 20,334 | $ | 2,128,605 |
Option Awards (1) | Stock Awards (2) | |||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (3) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (4) | ||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | — | — | 77,989 | $8,222,913 | ||||||||||||||||||||||
Matthew C. Abernethy | — | — | 38,930 | $4,081,420 | ||||||||||||||||||||||
Kyle W. Gano, Ph.D. | — | — | 39,256 | $4,119,477 | ||||||||||||||||||||||
Jude Onyia, Ph.D. | — | — | 19,293 | $2,075,033 | ||||||||||||||||||||||
Eiry W. Roberts, M.D. | 100,000 | 4,151,021 | 40,212 | $4,225,625 |
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2023:
Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | ||||||||||||||||||
Kevin C. Gorman, Ph.D. | $ | 968,750 | $ | 968,750 | $ | 93,150 | $ | 5,469,263 | $ | 57,765 | $ | 7,557,678 | ||||||||||||
Matthew C. Abernethy | $ | 545,200 | $ | 272,600 | $ | 65,530 | $ | 1,544,012 | $ | 27,924 | $ | 2,455,266 | ||||||||||||
Eric Benevich. | $ | 499,900 | $ | 249,950 | $ | 58,162 | $ | 1,605,398 | $ | 32,184 | $ | 2,445,594 | ||||||||||||
Kyle W. Gano, Ph.D. | $ | 487,700 | $ | 243,850 | $ | 58,618 | $ | 1,744,009 | $ | 2,124 | $ | 2,536,301 | ||||||||||||
Eiry W. Roberts, M.D. | $ | 575,900 | $ | 287,950 | $ | 52,674 | $ | 1,541,126 | $ | 38,976 | $ | 2,496,626 |
Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | ||||||||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | $1,182,500 | $1,182,500 | $136,443 | $8,801,736 | $55,305 | $11,358,484 | ||||||||||||||||||||||||||||||||
Matthew C. Abernethy | $646,061 | $323,031 | $93,183 | $2,796,723 | $34,992 | $3,893,990 | ||||||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | $602,912 | $301,456 | $86,958 | $3,135,805 | $33,156 | $4,160,287 | ||||||||||||||||||||||||||||||||
Jude Onyia, Ph.D. | $638,250 | $319,125 | $76,713 | $2,947,024 | $37,380 | $4,018,492 | ||||||||||||||||||||||||||||||||
Eiry W. Roberts, M.D. | $660,348 | $330,174 | $79,395 | $2,771,321 | $42,456 | $3,883,694 |
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45
Name | Severance (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | ||||||||||||||||||
Kevin C. Gorman, Ph.D. | $ | 1,550,000 | $ | 1,550,000 | $ | 93,150 | $ | 10,413,723 | $ | 92,424 | $ | 13,699,297 | ||||||||||||
Matthew C. Abernethy | $ | 817,800 | $ | 408,900 | $ | 65,530 | $ | 3,831,405 | $ | 41,886 | $ | 5,165,521 | ||||||||||||
Eric Benevich. | $ | 749,850 | $ | 374,925 | $ | 58,162 | $ | 5,434,441 | $ | 48,276 | $ | 6,665,654 | ||||||||||||
Kyle W. Gano, Ph.D.. | $ | 731,550 | $ | 365,775 | $ | 58,618 | $ | 5,399,770 | $ | 3,186 | $ | 6,558,899 | ||||||||||||
Eiry W. Roberts, M.D. | $ | 863,850 | $ | 431,925 | $ | 52,674 | $ | 4,934,602 | $ | 58,464 | $ | 6,341,515 |
Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total (6) | ||||||||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | $1,892,000 | $1,892,000 | $136,443 | $24,462,209 | $88,488 | $28,471,140 | ||||||||||||||||||||||||||||||||
Matthew C. Abernethy | $969,092 | $484,546 | $93,183 | $8,501,775 | $52,488 | $10,101,084 | ||||||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | $904,368 | $452,184 | $86,958 | $9,160,926 | $49,734 | $10,654,170 | ||||||||||||||||||||||||||||||||
Jude Onyia, Ph.D. | $957,375 | $478,688 | $76,713 | $10,389,185 | $56,070 | $11,958,031 | ||||||||||||||||||||||||||||||||
Eiry W. Roberts, M.D. | $990,522 | $495,261 | $79,395 | $9,442,741 | $63,684 | $11,071,603 |
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Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | ||||||||||||||||||
Kevin C. Gorman, Ph.D. | $ | 968,750 | $ | 968,750 | $ | 93,150 | $ | 5,469,263 | $ | 57,765 | $ | 7,557,678 | ||||||||||||
Matthew C. Abernethy | $ | 545,200 | $ | 272,600 | $ | 65,530 | $ | 1,544,012 | $ | 27,924 | $ | 2,455,266 | ||||||||||||
Eric Benevich. | $ | 499,900 | $ | 249,950 | $ | 58,162 | $ | 1,605,398 | $ | 32,184 | $ | 2,445,594 | ||||||||||||
Kyle W. Gano, Ph.D. | $ | 487,700 | $ | 243,850 | $ | 58,618 | $ | 1,744,009 | $ | 2,124 | $ | 2,536,301 | ||||||||||||
Eiry W. Roberts, M.D. | $ | 575,900 | $ | 287,950 | $ | 52,674 | $ | 1,541,126 | $ | 38,976 | $ | 2,496,626 |
Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | ||||||||||||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | $1,182,500 | $1,182,500 | $136,443 | $8,801,736 | $55,305 | $11,358,484 | ||||||||||||||||||||||||||||||||
Matthew C. Abernethy | $646,061 | $323,031 | $93,183 | $2,796,723 | $34,992 | $3,893,990 | ||||||||||||||||||||||||||||||||
Kyle W. Gano, Ph.D. | $602,912 | $301,456 | $86,958 | $3,135,805 | $33,156 | $4,160,287 | ||||||||||||||||||||||||||||||||
Jude Onyia, Ph.D. | $638,250 | $319,125 | $76,713 | $2,947,024 | $37,380 | $4,018,492 | ||||||||||||||||||||||||||||||||
Eiry W. Roberts, M.D. | $660,348 | $330,174 | $79,395 | $2,771,321 | $42,456 | $3,883,694 |
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Name | Bonus (1) | Accrued Compensation (2) | Stock Awards (3) | Total | ||||||||||||
Kevin C. Gorman, Ph.D. | $ | 775,000 | $ | 93,150 | $ | 5,469,263 | $ | 6,337,413 | ||||||||
Matthew C. Abernethy | $ | 272,600 | $ | 65,530 | $ | 1,544,012 | $ | 1,882,142 | ||||||||
Eric Benevich. | $ | 249,950 | $ | 58,162 | $ | 1,605,398 | $ | 1,913,510 | ||||||||
Kyle W. Gano, Ph.D. | $ | 243,850 | $ | 58,618 | $ | 1,744,009 | $ | 2,046,477 | ||||||||
Eiry W. Roberts, M.D. | $ | 287,950 | $ | 52,674 | $ | 1,541,126 | $ | 1,881,750 |
Name | Bonus (1) | Accrued Compensation (2) | Stock Awards (3) | Total | ||||||||||||||||||||||
Kevin C. Gorman, Ph.D. | $946,000 | $136,443 | $8,801,736 | $9,884,179 | ||||||||||||||||||||||
Matthew C. Abernethy | $323,031 | $93,183 | $2,796,723 | $3,212,937 | ||||||||||||||||||||||
Kyle W. Gano, Ph.D. | $301,456 | $86,958 | $3,135,805 | $3,524,219 | ||||||||||||||||||||||
Jude Onyia, Ph.D. | $319,125 | $76,713 | $2,947,024 | $3,342,862 | ||||||||||||||||||||||
Eiry W. Roberts, M.D. | $330,174 | $79,395 | $2,771,321 | $3,180,890 |
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• a significant reduction in the executive or the executive supervisor’s duties or responsibilities,
• a material reduction in base salary,
46
• material relocation, or
• material breach of the executive’s employment agreement.
Dr. Gano is entitled to 1.0 times the amount of his annual base salary and target annual bonus to be paid equally over 12 months, an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, and payment of COBRA benefits to continue then-current coverage for a period of 12 months following termination in the event that the Company terminates his employment without cause, or he resigns due to a constructive termination. In the event of such termination within six months after the consummation of a change in control, Dr. Gano is entitled to 1.5 times the amount of his annual base salary and annual target bonus to be paid in one lump sum, a cash amount equal to the value of all unvested stock awards and all vested and outstanding stock awards, and payment of COBRA benefits to continue then-current coverage for a period of 18 months following termination; provided, however, in the event such payment to Dr. Gano after a change in control is subject to a “best-after-tax” provision. The best-after-tax provision provides that if the change in control payment due to Dr. Gano would be subject to the excise tax provisions of Section 280G of the Internal Revenue Code, the Company may reduce the change in control payments to Dr. Gano if, after all applicable taxes, the final payments would be larger than if the change in control payments were not reduced and therefor subject to an excise tax. In the event of termination due to disability, Dr. Gano is entitled to 12 months of base salary paid semi-monthly over 12 months, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Dr. Gano in the fiscal year and the denominator of which is 12, an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, and payment of COBRA benefits to continue then-current coverage for a period of 12 months following termination. In the event of a termination due to Dr. Gano’s death, his beneficiaries or estate, would be entitled to an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Dr. Gano in the fiscal year and the denominator of which is 12 and any accrued and unpaid compensation on the date of termination.“best-after-tax”“best-after-tax” provision. The best-after-tax provision provides that if the change in control payment due to Mr. Abernethy would be subject to the excise tax provisions of Section 280G of the Internal Revenue Code, the Company may reduce the change in control payments to Mr. Abernethy if, after all applicable taxes, the final payments would be larger than if the change in control payments were not reduced and therefor subject to an excise tax. In the event of termination due to disability, Mr. Abernethy is entitled to 12 months of base salary paid semi-monthly over 12 months, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Mr. Abernethy in the fiscal year and the denominator of which is 12, an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, and payment of COBRA benefits to continue then-current coverage for a period of 12 months following termination. In the event of a termination due to Mr. Abernethy’s death, his beneficiaries or estate, would be entitled to an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Mr. Abernethy in the fiscal year and the denominator of which is 12 and any accrued and unpaid compensation on the date of termination.Mr. Benevich is entitledchange in control payments were not reduced and therefor subject to an excise tax. In the event of termination due to disability, Mr. Benevich is entitled to 12 months of base salary paid semi-monthly over 12 months, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Mr. Benevich in the fiscal year and the denominator of which is 12, an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, and payment of COBRA benefits to continue then-current coverage for a period of 12 months following termination. In the event of a termination due to Mr. Benevich’s death, his beneficiaries or estate, would be entitled to an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, a lump sum amount equal to his target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Mr. Benevich in the fiscal year and the denominator of which is 12 and any accrued and unpaid compensation on the date of termination.“best-after-tax”“best-after-tax” provision. The best-after-tax provision provides that if the change in control payment due to Dr. Roberts would be subject to the excise tax provisions of Section 280G of the Internal Revenue Code, the Company may reduce the change in control payments to Dr. Roberts if, after all applicable taxes, the final payments would be larger than if the change in control payments were not reduced and therefor subject to an excise tax. In the event of termination due to disability, Dr. Roberts is entitled to 12 months of base salary paid semi-monthly over 12 months, a lump sum amount equal to her target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Dr. Roberts in the fiscal year and the denominator of which is 12, an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, and payment of COBRA benefits to continue then-current coverage for a period of 12 months following termination. In the event of a termination due to Dr. Roberts’s death, her beneficiaries or estate, would be entitled to an acceleration of unvested shares that would have vested over the 12 continuous months after the date of termination, a lump sum amount equal to her target annual bonus multiplied by a fraction the numerator of which is the number of full months of employment by Dr. Roberts in the fiscal year and the denominator of which is 12 and any accrued and unpaid compensation on the date of termination.48
•To determine our total population of employees, we included all full-time and part-time employees as of December 31, 2020.
•To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s fiscal 20202023 base salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 20202023 for hourly employees and actual salary paid for our remaining employees) and bonuses attributable to fiscal 20202023 performance and the grant date fair value of equity awards granted in fiscal 20202023 using the same methodology we use for estimating the value of the equity awards granted to our named executive officers and reported in our Summary Compensation Table.
•In making this determination, we annualized the base salary and target bonus compensation of employees who were employed by us for less than the entire fiscal year.
49
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | GAAP Net Income (millions) ($)(6) | Net Product Sales (millions) ($)(7) | ||||||||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||||||||||||||||||||
2023 | $15,750,812 | $12,335,515 | $6,286,290 | $5,262,182 | $122.58 | $118.87 | $249.7 | $1,860.6 | ||||||||||||||||||||||||||||||||||||||||||
2022 | $11,902,527 | $21,886,517 | $5,200,614 | $11,398,982 | $111.46 | $111.66 | $154.5 | $1,440.9 | ||||||||||||||||||||||||||||||||||||||||||
2021 | $14,081,412 | $4,496,176 | $6,429,791 | $3,012,565 | $79.48 | $125.33 | $89.6 | $1,090.1 | ||||||||||||||||||||||||||||||||||||||||||
2020 | $13,880,632 | $8,176,596 | $6,522,476 | $4,030,852 | $89.45 | $126.13 | $407.3 | $994.1 |
2023 | ||||||||
Total Compensation for Covered Fiscal Year ("FY") from Summary Compensation Table | $ | 15,750,812 | ||||||
Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 13,700,176 | |||||||
Add: Year End Fair Value of Equity Awards Granted During the Covered FY that Remain Outstanding and Unvested as of Last Day of the Covered FY | 9,092,870 | |||||||
Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | (101,013) | |||||||
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 1,334,539 | |||||||
Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | (41,517) | |||||||
Add: Fair Value at the End of the Prior FY of Equity Awards that Failed to Meet Vesting Conditions in the Covered FY | — | |||||||
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | |||||||
Compensation Actually Paid (as defined by SEC rule) | $ | 12,335,515 |
2023 | ||||||||
Total Compensation for Covered FY from Summary Compensation Table | $ | 6,286,290 | ||||||
Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 5,187,621 | |||||||
Add: Year End Fair Value of Equity Awards Granted During the Covered FY that Remain Outstanding and Unvested as of Last Day of the Covered FY | 4,212,074 | |||||||
Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | (68,838) | |||||||
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 618,180 | |||||||
Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | (597,903) | |||||||
Add: Fair Value at the End of the Prior FY of Equity Awards that Failed to Meet Vesting Conditions in the Covered FY | — | |||||||
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | |||||||
Compensation Actually Paid (as defined by SEC rule) | $ | 5,262,182 |
• Aligning the long-term interests of stockholders and directors; and
• Compensating directors appropriately and adequately for their time, effort and experience.
value of any equity awards is calculated based on the grant date fair value of such awards for financial reporting purposes. The Amended 2020 Plan proposed for approval in Proposal Three of this Proxy Statement contains the same annual limits on non-employee director compensation as the 2020 Plan.
50
Non-Employee Director Compensation for Fiscal 2020
2023
Additionally, Non-employee directors are also reimbursed for 2020, each non-employee director received a grant of a nonstatutory stock option to purchase 6,018 sharesexpenses incurred in connection with performing their duties as directors of the Company’s common stock, representing an approximate value of $400,000Company.
Upon her appointment to the board in February 2020, Shalini Sharp received a grantappointment. This initial equity award is comprised 100% of a nonstatutory stock option to purchase 15,000 shares of the Company’s common stock. Such option had an exercise price equal to the closing price of the Company’s common stock on the date of grant, a ten-year maximum term andoptions, vests monthly over the three-year period following the date of grant.
three years, and has a ten-year term.
Name | Fees Earned or Paid in Cash (1) | Option Awards (2) | Total | |||||||||
Kevin C. Gorman, Ph.D. (3) | $ | — | $ | — | $ | — | ||||||
William H. Rastetter, Ph.D. (4) | $ | 88,271 | $ | 400,030 | $ | 488,301 | ||||||
Gary A. Lyons (5) | $ | 58,271 | $ | 400,030 | $ | 458,301 | ||||||
George J. Morrow (6) | $ | 75,734 | $ | 400,030 | $ | 475,764 | ||||||
Leslie V. Norwalk (7) | $ | 63,628 | $ | 400,030 | $ | 463,658 | ||||||
Richard F. Pops (8) | $ | 85,750 | $ | 400,030 | $ | 485,780 | ||||||
Shalini Sharp (9) | $ | 45,569 | $ | 822,459 | $ | 868,027 | ||||||
Stephen A. Sherwin, M.D. (10) | $ | 87,867 | $ | 400,030 | $ | 487,897 |
Name | Fees Earned or Paid in Cash (1) | Option Awards (2) | Stock Awards (3) | Total | ||||||||||||||||||||||
Kevin C. Gorman, Ph.D. (4) | — | — | — | — | ||||||||||||||||||||||
William H. Rastetter, Ph.D. (5) | $95,000 | $400,039 | — | $495,039 | ||||||||||||||||||||||
Gary A. Lyons (6) | $60,000 | $200,043 | $200,067 | $460,110 | ||||||||||||||||||||||
Johanna Mercier (7) | $67,500 | $200,043 | $200,067 | $467,610 | ||||||||||||||||||||||
George J. Morrow (8) | $79,500 | — | $400,039 | $479,539 | ||||||||||||||||||||||
Leslie V. Norwalk (9) | $75,000 | $200,043 | $200,067 | $475,110 | ||||||||||||||||||||||
Christine A. Poon (10) | $13,370 | $800,083 | — | $813,453 | ||||||||||||||||||||||
Richard F. Pops (11) | $92,000 | — | $400,039 | $492,039 | ||||||||||||||||||||||
Shalini Sharp (12) | $97,000 | $200,043 | $200,067 | $497,110 | ||||||||||||||||||||||
Stephen A. Sherwin, M.D. (13) | $79,500 | — | $400,039 | $479,539 |
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51
Related Person Transactions During Fiscal 2020
The Company made charitable contributions to SD2 in 2020. SD2 is a San Diego-based non-profit corporation formed during the summer of 2020 to help bridge the diversity gap in STEM careers through programming, mentorship, and scholarship. Our Board Chair, Bill Rastetter, is Chair of SD2. Julie Cooke, our Chief Human Resources Officer, serves as a Member of the Board of Directors of SD2 and Darin Lippoldt, our Chief Legal Officer, serves as the Corporate Secretary of SD2. However, none of them (or any of their immediate family members or members of their household) are employed by SD2 or receive fees for their service.
2023.
52
ADDITIONAL INFORMATION
53
VOTE
NEUROCRINE BIOSCIENCES, INC. 6027 EDGEWOOD BEND COURT SAN DIEGO, CA 92130 | VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Neurocrine Biosciences, Inc. in mailing stockholder communications, you can consent to receiving all future proxy statements,proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
V35276-P07599 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
NEUROCRINE BIOSCIENCES, INC. | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends that you vote FOR ALL of the following directors: | |||||||||||||||||||||||||||||||||||||||||||||||
1. | Election of Directors | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||
Nominees: | |||||||||||||||||||||||||||||||||||||||||||||||
01) | William H. Rastetter, Ph.D. | ||||||||||||||||||||||||||||||||||||||||||||||
02) | George J. Morrow | ||||||||||||||||||||||||||||||||||||||||||||||
03) | Leslie V. Norwalk | ||||||||||||||||||||||||||||||||||||||||||||||
04) | Christine A. Poon | ||||||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2, 3 and 4: | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||||||
2. | Advisory vote on the compensation paid to the Company’s named executive officers; | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||
3. | To approve an amendment of the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,635,000 shares; and | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||
4. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||||
NOTE: Company to transact such other business as may properly come before the Annual Meeting or any continuation, adjournment or postponement thereof. | |||||||||||||||||||||||||||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. D47124-P53515 This Proxy is solicited on behalf of the Board of Directors NEUROCRINE BIOSCIENCES, INC. 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 19, 2021 The undersigned stockholder of NEUROCRINE BIOSCIENCES, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 9, 2021, and hereby appoints Kevin C. Gorman, Ph.D. and Matthew C. Abernethy, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2021 Annual Meeting of Stockholders of NEUROCRINE BIOSCIENCES, INC. to be held on May 19, 2021 at 10:30 a.m. local time, at the Company, 12780 El Camino Real, San Diego, CA 92130, and at any adjournment or adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote, if then and there personally present, on the matters set forth on the reverse side. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR NAMED IN THE PROXY STATEMENT, FOR THE ADVISORY VOTE ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY CONTINUATION, ADJOURNMENT OR POSTPONEMENT THEREOF. Continued and to be signed on reverse side
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Annual Report are available at www.proxyvote.com. |
This Proxy is solicited on behalf of the Board of Directors NEUROCRINE BIOSCIENCES, INC. 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2024 The undersigned stockholder of NEUROCRINE BIOSCIENCES, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 10, 2024, and hereby appoints Kevin C. Gorman, Ph.D. and Matthew C. Abernethy, and either of them, proxies and attorneys-in-fact, with full power to either of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2024 Annual Meeting of Stockholders of NEUROCRINE BIOSCIENCES, INC. to be held on May 22, 2024 at 10:30 a.m. local time, at the Company’s corporate offices located at 6027 Edgewood Bend Court, San Diego, California, 92130, and at any continuation, adjournment or postponement thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote, if then and there personally present, on the matters set forth on the reverse side. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR NAMED IN THE PROXY STATEMENT, FOR THE ADVISORY VOTE ON THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, FOR APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2020 EQUITY INCENTIVE PLAN, FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY CONTINUATION, ADJOURNMENT OR POSTPONEMENT THEREOF. Continued and to be signed on reverse side | |||||||||||||||||||||||||||||||||||||||||||||||