DEF 14A of Neurocrine Biosciences Inc, Apr 9, 2025

DEF 14A of Neurocrine Biosciences Inc

Filed Apr 9, 2025 · FY20240000914475-25-000091

Open on EDGAR

  1. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS The Company’s bylaws, as amended and restated, provide that the Board of Directors is comprised of eleven directors. The Company’s Certificate of Incorporation provides that the Board of Directors is divided into three classes. There are currently four directors in Class I (William H. Rastetter, Ph.D., George J. Morrow, Leslie V. Norwalk, and Christine A. Poon), four directors in Class II (Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D.), and three directors in Class III (Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier). With the exception of Kyle W. Gano, Ph.D., who is the Chief Executive Officer ("CEO") of the Company, and Kevin C. Gorman, Ph.D., who retired as CEO of the Company effective October 11, 2024, all current members of the Board of Directors meet the definition of “independent director” under the Nasdaq Stock Market qualification standards. The directors in Class I hold office until the 2027 Annual Meeting of Stockholders, the directors in Class II hold office until the 2025 Annual Meeting of Stockholders, and the directors in Class III hold office until the 2026 Annual Meeting of Stockholders (or, in each case, until their earlier resignation, removal from office, or death). After each such election, the directors in each such case will then serve in succeeding terms of three years and until a successor is duly elected and qualified. Officers of the Company serve at the discretion of the Board of Directors. There are no family relationships among the Company’s directors and executive officers. The term of office for directors Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D. will expire at the 2025 Annual Meeting of Stockholders.

  2. Director Biographies of Class II Directors Nominated for Reelection at the 2025 Annual Meeting of Stockholders

    Director Biographies of Class II Directors Nominated for Reelection at the 2025 Annual Meeting of Stockholders Kyle W. Gano, Ph.D. was appointed to serve as President and CEO of the Company in October 2024 after having served as Chief Business Development and Strategy Officer since 2020 and Chief Business Development Officer since 2011. From 2001 to 2011, Dr. Gano held several positions of increasing responsibility at the Company spanning marketing analytics to business development. He has served on the Company’s Board of Directors since October 2024 and currently serves on the Board of Directors of the Pharmaceutical Research and Manufacturers of America (PhRMA). Dr. Gano received his B.S. in Chemistry from the University of Oregon, B.S. in Biochemistry from the University of Washington, and his M.B.A. and Ph.D. in Organic Chemistry from the University of California, Los Angeles. Dr. Gano has been instrumental in shaping the Company's strategy and culture through various senior management roles he has held at Neurocrine Biosciences for over a decade. Additionally, his significant expertise in business and corporate development activities and deep knowledge of the Company's products and pipeline of therapeutic candidates provides valuable insights to our Board of Directors. Richard F. Pops has served on the Board of Directors since April 1998. Mr. Pops is the Chairman and Chief Executive Officer of Alkermes plc. 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 2,000 employees. In addition to Alkermes, he currently serves on the Board of Directors of the Biotechnology Innovation 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, and Acceleron Pharma, Inc., a biopharmaceutical company. 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 Innovation 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 as a member of our Board of Directors since February 2020. Ms. Sharp served as Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceuticals Inc., a publicly traded biopharmaceutical company, from 2012 to 2020. Previously, from 2003 to 2012, Ms. Sharp held positions of increasing responsibility at Agenus, Inc., a publicly traded clinical-stage immune-oncology company, including as Chief Financial Officer, and also served as a member of its Board of Directors from 2012 to 2018. Earlier in her career, Ms. Sharp worked at Elan Pharmaceuticals, McKinsey & Company, and Goldman Sachs. Ms. Sharp currently serves on the Boards of Directors of BeiGene, Ltd., a publicly traded oncology company, Organon & Co, a publicly traded healthcare company, and Septerna, Inc., a clinical-stage biotechnology company. Ms. Sharp previously served on the Board of Directors of Mirati Therapeutics, prior to its acquisition by Bristol-Myers Squibb Company, Sutro Biopharma, Inc., Panacea Acquisition Corp., prior to its merger with Nuvation Bio, Precision BioSciences, Inc., TB Alliance, Array Biopharma, prior to its acquisition by Pfizer, and Agenus Inc. She holds a B.A. and an M.B.A. 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. 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 sciences 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 Inc., a publicly traded company. He is an Advisory 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, BioPlus Acquisition Corporation, and Neon Therapeutics. He also served on the Board of Directors of the Biotechnology Innovation Organization (BIO) 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. 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.

  3. Director Biographies of Class I and Class III Directors not Nominated for Reelection at the 2025 Annual Meeting of Stockholders

    Director Biographies of Class I and Class III Directors not Nominated for Reelection at the 2025 Annual Meeting of Stockholders Kevin C. Gorman, Ph.D. has served on the Board of Directors since January 2008. Dr. Gorman served as the President and CEO of the Company from January 2008 through October 2024, after having served as Executive Vice President and Chief Operating Officer beginning in 2006. Prior to that, he served as Executive Vice President and Chief Business Officer, and Senior Vice President of Business Development. Dr. Gorman currently serves as a director of Xencor, Inc. a publicly traded clinical-stage biopharmaceutical company. 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 company 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. The continued service of Dr. Gorman on the Company’s Board of Directors is based on the fact that as the Company's former CEO of the Company, Dr. Gorman has extensive knowledge of our commercial products and our product candidates, our employees and the industry in which we operate. Dr. Gorman has also demonstrated exceptional leadership skills, sound business judgment and a strong commitment to the Company. Gary A. Lyons has served on the Board of Directors since joining Neurocrine Biosciences in February 1993. Mr. Lyons served as the President and CEO of the Company from February 1993 through January 2008. Prior to joining the Company, Mr. Lyons held a number of senior management positions at Genentech, Inc., including Vice President of Business Development and Vice President of Sales. Mr. Lyons is currently the Chairman of the Board of Directors of Travere Therapeutics, a publicly traded ultra-orphan disease commercial-stage company. Mr. Lyons previously served on the Board of Directors of Rigel Pharmaceuticals, Inc., Fresh Tracks Therapeutics, Inc. (formerly Brickell Biotech, Inc.), Eledon Pharmaceuticals, Inc. (formerly Novus Therapeutics), and Facet Biotech Corporation. Mr. Lyons holds a B.S. in Marine Biology from the University of New Hampshire and an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management. The continued service of Mr. Lyons on the Company’s Board of Directors is based on Mr. Lyons’ extensive business development and corporate governance experience and, as the Company’s former CEO, his in-depth understanding of the Company’s strategic plans, business operations, management and culture. With this history with the Company and management, Mr. Lyons brings a unique perspective and point of view to the Company’s Board of Directors. Johanna Mercier has served on the Board of Directors since April 2021. Ms. Mercier serves as the Chief Commercial Officer of Gilead Sciences, overseeing the global commercialization of the company’s medicines across virology, oncology and inflammation. She has been central to Gilead’s portfolio diversification, strengthening the company’s long-term growth prospects, expanding patient access and shaping commercial strategy. Ms. Mercier led the swift launch and global access strategy of Gilead’s COVID-19 antiviral on an accelerated timeline during the height of the COVID-19 pandemic, while also driving Gilead’s response to the crisis, including product donations. Today, she leads efforts to establish a new investigational product as a long-acting option for HIV prevention, and to expand access for people in high-incidence, resource-limited countries through innovative launch preparations and voluntary licensing agreements. A passionate advocate for the future of transformational healthcare and improving patient access on a global scale, Ms. Mercier also serves on the Board of Directors of Arcus Biosciences, Inc., a publicly traded company, and the University of Southern California’s Leonard D. Schaeffer Center for Health Policy and Economics. Prior to joining Gilead in 2019, Johanna spent 25 years at Bristol-Myers Squibb, where she held senior leadership roles across the U.S. and international markets. She received her bachelor’s degree in biology from the University of Montreal and her MBA from Concordia University. The continued service of Ms. Mercier on the Company’s Board of Directors is based on Ms. Mercier’s extensive commercialization experience at both Gilead Sciences and Bristol-Myers Squibb, as well as her executive leadership experience across geographies and in all aspects of the commercial business. George J. Morrow has served on the Board of Directors since October 2015. Mr. Morrow served as Executive Vice President, Global Commercial Operations at Amgen Inc., a global biotechnology company, from 2003 until his retirement in 2011. He joined Amgen in 2001 as Executive Vice President, Worldwide Sales and Marketing. His responsibilities included oversight of all commercial functions for Amgen’s broad spectrum of products in more than 50 countries worldwide, and the introduction of multiple new products into global markets. From 1992 to 2001, Mr. Morrow held executive management and commercial positions within several subsidiaries of Glaxo Wellcome, including Group Vice President for Commercial Operations (U.S.), Managing Director (U.K.), and most recently as President and Chief Executive Officer of Glaxo Wellcome, Inc. (U.S.). Mr. Morrow currently serves on the Board of Directors of Align Technology, Inc., a publicly traded global medical device company. He has previously served on the boards of Vical, Inc., Otonomy, Inc., Glaxo Wellcome, Inc., Human Genome Sciences, Inc., Safeway, Inc., National Commerce Bank, the John Hopkins School of Public Health, and the Duke University Fuqua School of Business. Mr. Morrow holds a B.S. in Chemistry from Southampton College, Long Island University, an M.S. in Biochemistry from Bryn Mawr College and an M.B.A. from Duke University. 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. Leslie V. Norwalk has served on the Board of Directors since September 2019. Since 2007, Ms. Norwalk has served as Strategic Counsel to healthcare companies at Epstein Becker Green, EBG Advisors, and National Health Advisors. Ms. Norwalk advises several private equity firms on healthcare matters. She serves as a director of CVS Health Corporation, Globus Medical, Inc., Modivcare Inc., and Arvinas, Inc., all publicly traded companies, as well as several privately held healthcare companies. Ms. Norwalk previously served on the Board of Directors of Centene, Endologix, Magellan Health, NuVasive, Inc., prior to its acquisition by Globus Medical, and Press Ganey. Ms. Norwalk began her career in the public sector in The White House Office of Presidential Personnel under the first Bush administration, following which, she practiced law at the Washington, D.C. office of Epstein Becker Green, P.C. From 2001 to 2007, she served in several roles at the Centers for Medicare & Medicaid Services (CMS) under the George W. Bush administration, including serving as Deputy Administrator, and Counselor and Policy Advisor, before assuming the role of Acting Administrator. Ms. Norwalk holds a J.D. from the George Mason University School of Law and a B.A. in Economics and International Relations from Wellesley College.

  4. Director Biographies of Class I and Class III Directors not Nominated for Reelection at the 2025 Annual Meeting of Stockholders

    The continued service of Ms. Norwalk to the Company’s Board of Directors is based on her deep knowledge of, and experience with, the healthcare industry and government regulations, as well as corporate governance and risk management. Such knowledge and experience provides valuable guidance and insight to the Board of Directors. Christine A. Poon has served on the Board of Directors since July 2023. Ms. Poon is the former Executive-in-Residence in the Department of Management and Human Resources at the Max M. Fisher College of Business at The Ohio State University, where she served as Dean and the John W. Berry, Sr. Chair in Business from 2009 to 2014. She served as Vice Chairman and Member of the Board of Directors of Johnson & Johnson from 2005 until her retirement in March 2009. Ms. Poon joined Johnson & Johnson in 2000 as Company Group Chair in the Pharmaceuticals Group. She became a member of Johnson & Johnson’s Executive Committee and Worldwide Chair, Pharmaceuticals Group, in 2001, and served as Worldwide Chair, Medicines and Nutritionals, from 2003 to 2005. Prior to joining Johnson & Johnson, she spent 15 years at Bristol-Myers Squibb in various management positions. Ms. Poon was also a Vice Chair of the Supervisory Board of Royal Philips Electronics and a member of the Board of Directors of Decibel Therapeutics, Inc. She currently serves on the Board of Directors of Prudential Financial, Inc., Regeneron Pharmaceuticals, Inc., where she currently serves as the lead independent director, and The Sherwin-Williams Company. Ms. Poon was named Woman of the Year by the Healthcare Businesswomen’s Association in 2004 and named Business Leader of the Future by CNBC/Wall Street Journal in 2005. The continued service of Ms. Poon on the Company’s Board of Directors is based on her expertise in U.S. and international business operations, including extensive experience in capital allocation, and her strategic and operational knowledge of the pharmaceutical industry. William H. Rastetter, Ph.D. has served on the Board of Directors since February 2010 and as Chairman of the Board of Directors since May 2011. Currently, he serves as the Chairman of the Board of Directors for Fate Therapeutics, a publicly traded company focused on cellular therapies, as well as for Daré Bioscience, Inc. (previously known as Cerulean Pharma Inc.), a publicly traded company focused on women’s healthcare. Dr. Rastetter also serves on the Board of Directors for Regulus Therapeutics Inc., a publicly traded company focused on RNA-based therapeutics, and on the Board of Directors of Iambic, Inc., a private company using artificial intelligence and laboratory automation to design and develop medicinal chemicals initially for oncology indications. Dr. Rastetter previously served on the board of Grail, Inc., a private company developing deep sequencing approaches for disease diagnosis, with an initial focus on the early diagnosis of cancer. Dr. Rastetter serves as an advisor to Illumina Ventures, and is the Chairman of San Diego Squared, a nonprofit focused on STEM awareness and education for students in underserved communities. Dr. Rastetter was a partner in the venture capital firm, Venrock, from 2006 through early 2013 and was Executive Chairman of Biogen Idec, Inc. from 2003 to 2005. Earlier, he served as Chairman and Chief Executive Officer of IDEC Pharmaceuticals Corporation until its merger with Biogen Inc. in 2003; he joined IDEC Corporation as its Chief Executive Officer at the company’s founding in 1986. From 1984 to 1986, Dr. Rastetter was Director of Corporate Ventures at Genentech, where from 1982 to 1984 he held scientific positions. He held a series of faculty positions including Associate Professor at the Massachusetts Institute of Technology (“MIT”) from 1975 to 1982. Dr. Rastetter has an S.B. degree in Chemistry from MIT and received M.A. and doctorate degrees in Chemistry from Harvard University. The continued service of Dr. Rastetter on the Company’s Board of Directors is based on Dr. Rastetter’s scientific and technical expertise combined with his business experience in leading rapidly growing companies in the life sciences industry. The Company’s continued growth is dependent on scientific and technical advances, and the Board of Directors believes that Dr. Rastetter offers both strategic and technical insight into the risks and opportunities associated with our business. In addition, Dr. Rastetter’s board and executive leadership experience at other life sciences companies provides valuable strategic and governance insight to the Board of Directors as a whole.

  5. Information About Board Committees

    Information About Board Committees The table below provides membership information for each of the committees of the Board during 2024. In December 2024, our Board approved revisions to the membership of our committees (see page 21 for our Board's current committee membership).

  6. Identification and Evaluation of Nominees for Director

    Identification and Evaluation of Nominees for Director The Nominating / Corporate Governance Committee identifies nominees for director by first evaluating the current members of the Board of Directors willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating / Corporate Governance Committee’s criteria for service and who are willing to continue are considered for 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 / Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The 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 / Corporate Governance Committee may also seek input from industry experts or analysts. The 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 / 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 / Corporate Governance Committee makes its recommendation to the Board of Directors. We have not received director candidate recommendations from the Company’s stockholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board of Directors, management or other parties are evaluated. Accordingly, our Board of Directors believes a formal policy regarding consideration of such recommendations is unnecessary. All of the nominees for director standing for election at the 2025 Annual Meeting of Stockholders (other than Dr. Gano) were most recently re-elected as directors at our 2022 Annual Meeting of Stockholders. The Board elected Dr. Gano as a director, effective October 11, 2024, in connection with his appointment as our CEO. Dr. Gano's appointment as our CEO was the result of succession planning process managed by the Nominating / Corporate Governance Committee and the full Board.

  7. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS The Company’s bylaws, as amended, provide that the Board of Directors is comprised of eleven directors. The Company’s Certificate of Incorporation provides that the Board of Directors is divided into three classes. There are currently four directors in Class I (William H. Rastetter, Ph.D., George J. Morrow, Leslie V. Norwalk, and Christine A. Poon), four directors in Class II (Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D.), and three directors in Class III (Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier). With the exception Kyle W. Gano, Ph.D., who is the CEO of the Company, and Kevin C. Gorman, Ph.D., who retired as CEO of the Company effective October 11, 2024, all current members of the Board of Directors meet the definition of “independent director” under the Nasdaq Stock Market qualification standards. 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"). The directors in Class I hold office until the 2027 Annual Meeting of Stockholders, the directors in Class II hold office until the 2025 Annual Meeting of Stockholders and the directors in Class III hold office until the 2026 Annual Meeting of Stockholders (or, in each case, until their earlier resignation, removal from office, or death). After each such election, the elected directors will then serve in succeeding terms of three years and until a successor is duly elected and qualified. Officers of the Company serve at the discretion of the Board of Directors. There are no family relationships among the Company’s directors and executive officers. The term of office for directors Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D. will expire at the 2025 Annual Meeting of Stockholders.

  8. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting All of the nominees (Kyle W. Gano, Ph.D., Richard F. Pops, Shalini Sharp, and Stephen A. Sherwin, M.D.) are currently Class II directors of the Company. Information about the nominees is set forth below as of the date of this Proxy Statement:

  9. Nominees for Election at the Annual Meeting

    | Name of Director | Age | Position in the Company | Director Since | | Kyle W. Gano, Ph.D. | 52 | Chief Executive Officer and Director | 2024 | | Richard F. Pops (1)(2) | 62 | Director | 1998 | | Shalini Sharp (2)(3) | 50 | Director | 2020 | | Stephen A. Sherwin, M.D. (1)(3) | 76 | Director | 1999 |

  10. Directors Continuing in Office

    Directors Continuing in Office The Class I and III directors will remain in office after the 2025 Annual Meeting of Stockholders. The names and certain other current information about the directors whose terms of office continue after the Annual Meeting are set forth below:

  11. Directors Continuing in Office

    | Name of Director | Age | Position in the Company | Director Since | | William H. Rastetter, Ph.D. (1) | 76 | Chairman of the Board | 2010 | | Kevin C. Gorman, Ph.D. (1) | 67 | Director | 2008 | | Gary A. Lyons (1) | 73 | Director | 1993 | | Johanna Mercier (4) | 55 | Director | 2021 | | George J. Morrow (2)(4) | 73 | Director | 2015 | | Leslie V. Norwalk (4) | 59 | Director | 2019 | | Christine A. Poon (3)(4) | 72 | Director | 2023 |

  12. Directors Continuing in Office

    (1) Member of the Science and Medical Technology Committee. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. (4) Member of the Nominating / Corporate Governance Committee. The nominees receiving the affirmative vote of a plurality of the shares represented in person or by proxy at the 2025 Annual Meeting of Stockholders and entitled to vote on the election of directors will be elected to the Board of Directors. 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. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum, but have no other legal effect under Delaware law. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company’s Class II nominees named above. If any of the Company’s nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any substitute nominee who is designated by the present Board of Directors, or alternatively, the Board of Directors may leave a vacancy on the Board of Directors or reduce the size of the Board of Directors. It is not expected that any of the Company’s nominees will be unable or will decline to serve as a director. The Board of Directors unanimously recommends that stockholders vote “FOR” the Class II nominees named above.

  13. Limit on Non-Employee Director Compensation

    Limit on Non-Employee Director Compensation The aggregate value of all compensation granted or paid by us to any individual for service as a non-employee director with respect to any period commencing on the date of the annual stockholders meeting for a particular year and ending on the date immediately prior to the date of the annual stockholders meeting for the next subsequent year (such period, the “annual period”), including awards granted under the 2025 Plan and cash fees paid to such non-employee director, will not exceed $750,000 in total value. In addition, the aggregate value of any equity award(s) granted by us to any individual for service as a non-employee director upon or in connection with his or her initial election or appointment to the Board of Directors will not exceed $1,500,000 in total value (such that the aggregate compensation granted or paid by us to any individual for service as a non-employee director with respect to an annual period in which such individual is first appointed or elected to the Board of Directors will not exceed $2,250,000 in total value). For purposes of these limitations, the value of any equity awards is calculated based on the grant date fair value of such awards for financial reporting purposes.

  14. 2024 Compensation Program Highlights

    2024 Compensation Program Highlights Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive officer compensation program is designed to pay for performance. A summary of key compensation decisions and compensation related outcomes aligned with this philosophy are highlighted below for 2024. •Pay for Performance / At-Risk Pay - Our executive compensation program is designed so that a significant portion of pay is variable or “at risk” and the realized value of compensation is linked with Company performance and value delivered to stockholders. For 2024, the percentage of pay that is “at risk” for our CEO and NEOs (excluding Dr. Gorman who retired as CEO effective October 11, 2024) is approximately 74% and 71%, respectively, helping us align pay with performance (refer to "Pay for Performance / At-Risk Pay" below). • Base Salary Adjustments - Salary increases for 2024 were generally due to Company performance in 2023 and maintaining competitive market positioning relative to market data. Merit-based increases for NEOs ranging from 4% – 7% were approved for 2024. In connection with his promotion to CEO, Dr. Gano's salary increased from $645,116 to $900,000, effective as of October 11, 2024. •Annual Cash Incentives - Our annual cash award opportunity is based on corporate performance compared to pre-established corporate goals and the individual performance of each executive officer. Corporate goals are selected to directly align with our specific strategic goals that we believe will create long-term stockholder value. For 2024, we achieved our corporate goals at an overall level of 115% and we paid an annual cash incentive award to our CEO at 115% of target and to our other NEOs at 115% - 150% of target. •Long-Term Equity Awards: Equity Mix - A significant portion of our CEO’s and other NEOs' compensation is delivered in the form of long-term equity awards comprised of a mix of stock options, PRSUs and RSUs. In 2024, the target equity award mix for each of Drs. Gano and Gorman was approximately 50% stock options, 30% PRSUs and 20% RSUs and the target equity award mix for our other NEOs was approximately 45-55% stock options, 15-35% PRSUs and 20-25% RSUs. •PRSU Payouts Linked to Performance - The performance conditions for PRSUs granted to our NEOs in 2022 with a performance period ending on December 31, 2024 were only partially achieved, resulting in a payout of 40% of target for these PRSUs. The Compensation Committee did not take any actions to mitigate the negative impact on payouts for these awards consistent with our pay-for-performance philosophy.

  15. Pay for Performance / At-Risk Pay

    Pay for Performance / At-Risk Pay Our executive officer compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive officer compensation program is designed to pay for performance. We utilize compensation elements that meaningfully align our NEOs’ interests with those of our stockholders to create long-term value. As such, a significant portion of our CEO’s and other executive officers’ compensation is “at-risk,” performance-based compensation, in the form of long-term equity awards that have performance-based vesting criteria or have value directly dependent on the Company’s stock price (or in the case of stock options, only have value if the Company's stock price increases), and annual cash incentives that are only earned if we achieve pre-established corporate goals. With respect to long-term equity awards, the Compensation Committee annually considers the appropriate mix of equity awards. The Compensation Committee believes that combining performance-based vesting equity awards with time-based vesting equity awards appropriately promotes a focus on delivering sustainable long-term value to our stockholders, while also supporting the long-term retention of our executive officers. The graphics below illustrate the primary elements of compensation mix for our CEO (Dr. Gano) and the aggregate 2024 compensation mix for the other NEOs as a group (excluding Dr. Gorman who retired as CEO effective October 11, 2024). The percentages in the chart below reflect the actual base salary earned, cash incentives paid, and the grant date fair value of equity awards granted, in each case as reported in our 2024 Summary Compensation Table.

  16. Compensation Philosophy and Objectives

    Our compensation philosophy for executive officers provides that cash compensation should be structured such that at least one-third of each executive officer’s target total cash compensation, consisting of base salary and target cash incentives, is at risk and dependent upon the Company’s achievement of specific corporate goals that drive stockholder value. Starting in 2020, 50% of our CEO’s target total cash compensation is at risk under our annual cash incentive plan. Long-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 and to reward and retain key employees. Strong Executive Compensation Governance Practices. The Compensation Committee regularly reviews best practices in governance and executive compensation. The following chart summarizes executive compensation practices that the Compensation Committee believes (i) drive Company performance and (ii) serve our stockholders’ long-term interests.

  17. Compensation Philosophy and Objectives

    | | WHAT WE DO | | WHAT WE DON'T DO | | ✓ Heavily weight our executive officer compensation toward “at risk,” performance-based compensation ✓ Balance short-term and long-term incentive compensation ✓ Use multi-year vesting for all executive officer equity awards ✓ Grant performance-based equity awards annually in the form of PRSUs ✓ Have an incentive compensation recoupment or clawback policy ✓ Structure our executive officer compensation program to minimize inappropriate risk-taking and encourage appropriate risk-taking ✓ Cap annual cash incentives at a maximum payout amount ✓ Select peer companies that we compete with for executive officer talent, have a similar business and are of similar size as us, and review their pay practices ✓ Utilize an independent compensation consulting firm to facilitate pay assessments and review best practices ✓ Have meaningful equity ownership guidelines for executive officers and the Board of Directors ✓ Hold annual say-on-pay advisory vote | | × Provide guaranteed bonuses or base salary increases × Allow for the repricing of stock options without stockholder approval × Pay dividends or dividend equivalents on unearned shares × Permit hedging or other forms of speculative transactions by employees or directors × Permit pledging by employees or directors × Provide single-trigger change in control benefits × Include gross-ups in executive employment agreements or change-in-control arrangements × Provide excessive perquisites to our executive officers × Provide retirement or pension benefits to our executive officers that are not available to employees generally | |

  18. Overall Compensation Determination Process

    Overall Compensation Determination Process The implementation of the compensation philosophy is carried out under the supervision of the Compensation Committee. The Compensation Committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the Compensation Committee. Management, under guidelines and procedures approved by the Compensation Committee, determines the compensation of our non-executive officer employees. Role of the Compensation Committee. The Compensation Committee takes into consideration a peer group, survey data and advice from an independent compensation consultant when setting the compensation philosophy and compensation structure for the Company. The Compensation Committee’s complete roles and responsibilities are set forth in a written charter, which was adopted by the Board of Directors and is available at http://www.neurocrine.com/investors/corporate-governance/. Some of the significant roles and responsibilities of the Compensation Committee include reviewing, revising, and approving: •the compensation philosophy of the Company; •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; •compensation for all executive officers, including perquisite benefits, if any; •all promotions to executive officer positions and the hiring of all new executive officers, including employment agreements; •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; •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; •equity and incentive plans, including amendments or modifications to such equity and incentive plans; •equity ownership guidelines for executive officers and directors; •the Compensation Discussion and Analysis for inclusion in any of the Company's annual reports on Form 10-K, registration statements, proxy statements or information statements; and •the Compensation Committee report on executive compensation to be included in the Company's annual proxy statement in accordance with applicable SEC rules and regulations. In addition, the Compensation Committee also has the following oversight responsibilities: •overseeing the development, implementation and effectiveness of the Company’s policies and strategies with respect to human capital and talent management; •administering the Company’s equity and incentive plans and employee benefit plans; •overseeing the implementation of clawback policies allowing the Company to recoup certain compensation paid to employees; •reviewing and taking into consideration stockholder feedback regarding compensation matters, including our annual say-on-pay vote; •retaining independent compensation consultants and advisors when appropriate to advise the Compensation 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. In the early part of each year, the Compensation Committee deliberates and makes decisions regarding the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our executive officers, including our CEO, for the new fiscal year, as well as performance-based compensation payouts for the prior fiscal year. In setting compensation for our other NEOs, the Compensation Committee solicits the input of our CEO, who recommends to the Compensation Committee the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our NEOs for the new fiscal year, as well as performance-based compensation payouts for the prior fiscal year. The Compensation Committee remains solely responsible for making the final decisions on compensation for all of our NEOs. Our NEOs, including our CEO, are not present during discussions of their respective compensation packages nor do they participate in approving any portion of their own or other NEO compensation packages. The Compensation Committee considers a variety of factors, as described below, which may vary from year to year, to set the compensation of our NEOs at levels that the Compensation Committee considers to be competitive and appropriate for each NEO, using the Compensation Committee’s professional experience and judgment: ✓ Company performance ✓ Market data from the independent compensation consultant ✓ Individual performance ✓ Retention risk ✓ Independent compensation consultant recommendations ✓ CEO’s recommendations (other than for himself), based on direct knowledge of NEO performance and his extensive industry experience ✓ Internal pay equity among individuals and positions ✓ Criticality and scope of job function ✓ Total targeted and historical compensation ✓ Any other factors the Compensation Committee determines appropriate In addition, during the first quarter of the year, Company-wide performance goals for the then current year are typically finalized by the Compensation Committee and the Board of Directors, and progress toward these goals is reviewed at meetings throughout the year. Later in the year, the Compensation Committee reviews the Company’s compensation philosophy, policies and procedures. The Compensation Committee meetings in the fourth quarter of the year generally focus on Company goal achievement, selection of the peer group for the following year and executive officer performance.The Compensation Committee may make executive compensation decisions at additional times during the year for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. Compensation Consultant. The Compensation Committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the Compensation Committee to provide the Compensation Committee with an additional external perspective with respect to its evaluation of relevant market and industry practices. The Compensation Committee engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with evaluating our executive and director compensation programs and to make recommendations for our 2024 compensation programs, including updating the Compensation Committee on new developments in areas that fall within the Compensation Committee's oversight. FW Cook serves solely at the pleasure of the Compensation Committee and their fees are approved by the Compensation Committee. FW Cook conducted analyses and provided advice on, among other things, the appropriate peer group, executive officer compensation and compensation trends in the life sciences industry. In weighing its recommendations for executive officer compensation for 2024, the Compensation Committee directed FW Cook to advise the Compensation Committee on both best practices and peer practices when designing and modifying our executive officer compensation program in order to achieve our objectives. As part of its duties, FW Cook provided the Compensation Committee with the following services with respect to 2024 compensation decisions: •carried out a comprehensive review of our peer group for use in making 2024 executive officer compensation decisions; •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;

  19. Competitive Assessment of Compensation—Peer Group and Market Data

    Competitive Assessment of Compensation—Peer Group and Market Data 2024 Peer Group. In October 2023, when developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2024, FW Cook selected commercial biopharmaceutical companies with revenues generally between $900 million and $9.0 billion, market capitalization generally between $3.2 billion and $32.4 billion, and employee headcount generally between 675 and 6,750, which FW Cook recommended as a reasonable range in relation to our then-current revenue, market capitalization and headcount. Based on these criteria, FW Cook recommended, and our Compensation Committee approved in October 2023, the following peer group to be used in connection with making compensation decisions for 2024:

  20. Competitive Assessment of Compensation—Peer Group and Market Data

    | ACADIA Pharmaceuticals, Inc. | Alkermes plc | Alnylam Pharmaceuticals, Inc. | | argenx SE | BeiGene, Ltd. | BioMarin Pharmaceuticals, Inc. | | Exelixis, Inc. | Horizon Therapeutics plc | Incyte Corporation | | Ionis Pharmaceuticals, Inc. | Jazz Pharmaceuticals plc | Karuna Therapeutics, Inc. | | Organon & Co. | Sarepta Therapeutics, Inc. | Ultragenyx Pharmaceutical Inc | | United Therapeutics Corporation | | |

  21. Competitive Assessment of Compensation—Peer Group and Market Data

    The 2024 peer group reflects the following changes from our 2023 peer group: (i) the removal of Biohaven Ltd. and Seagen Inc. due to acquisitions, (ii) the removal of Mirati Therapeutics, Inc., as its market capitalization and revenue fell below the targeted range, and (iii) the addition of argenx SE, Karuna Therapeutics, Inc., and Organon & Co., each of which generally met the criteria set forth above. At the time of approval of our 2024 peer group (which occurred in October 2023), our Company was approximately in the 54th percentile of the peer group for market capitalization and in the 57th percentile of the peer group for revenue. 2024 Market Data. In late 2023, FW Cook completed an assessment of executive officer compensation based on the 2024 peer group to inform the Compensation Committee’s determinations of executive officer compensation for 2024. The data for this assessment was compiled from multiple sources, including: (i) the 2024 peer group companies’ publicly disclosed information, or public peer data; and (ii) survey data from the Radford Global Compensation Database for peer companies and biotechnology and pharmaceutical companies that had annual revenue between $500 million and $3.0 billion. The components of this data were based on the availability of sufficient comparative data for an executive officer’s position. The public peer data and survey data, collectively referred to in this Proxy Statement together as market data, were reviewed by the Compensation Committee, with the assistance of FW Cook, and used as one reference point, in addition to other factors, in setting our executive officers’ compensation for 2024. Use of 2024 Market Data. The Compensation 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 Compensation Committee does not have a specific target compensation level for the NEOs; rather, the Compensation Committee reviews a range of market data reference points 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 Compensation Committee considers the market data, along with the other factors described above under “Overall Compensation Determination Process.”

  22. Components of Executive Compensation

    Components of Executive Compensation The Compensation Committee considers each executive officer’s performance, contributions to Company goals, responsibilities, experience, qualifications, and where in the competitive range the executive officer’s compensation compares to the Company’s peer group when determining the appropriate compensation for each executive officer. The Compensation Committee considers each component of compensation independently and each component in the context of each executive officer’s total compensation. Compensation for our NEOs currently consists of three key elements that are designed to reward performance in a simple and straightforward manner: base salaries, annual performance-based cash incentives and long-term equity awards, which generally include RSUs and stock options, which both vest based on continued service over time, as well as PRSUs, which vest upon achievement of key corporate goals that we believe will create stockholder value. The table below summarizes the purpose and key characteristics of each Compensation Element, with those associated with at-risk pay shown in pink font.

  23. Components of Executive Compensation

    | 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 Compensation Committee, as well as other factors the Compensation Committee judges to be pertinent during an assessment period. In making base salary decisions, the Compensation 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, except for adjustments associated with promotions. | | 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 Compensation 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 Compensation 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 Compensation 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. |

  24. Components of Executive Compensation

    | Long-Term Equity Incentives (Stock Options) | 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 vest monthly over four years subject to executive officer’s continued service; the ultimate realizable value, if any, depends on the appreciation of our common stock price from the date of grant. The Compensation Committee views stock options as performance-based compensation, as stock options provide a return to our executive officers only if the market price of our common shares appreciates over the stock option term. | | 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 deliver is directly dependent on attainment of performance metrics and our stock price. | PRSUs only vest upon achievement of objectively measurable performance metrics tied to our business strategy that focus executive officers on achieving these long-term Company performance metrics and increasing stockholder value. | | 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. | | 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 alone or in connection with a change in control include cash and equity payments and benefits and requires a signed release agreement by the executive officer. In February 2025, the Board approved an Executive Severance Plan. For more information on the benefits provided under this plan, please refer to the section entitled "Executive Severance Plan" below. No executive officer is entitled to excise tax gross-up payments in connection with a change in control. Prior to his retirement as CEO, Dr. Gorman was eligible for a change in control tax gross-up pursuant to his 2007 employment agreement, however, these provisions are no longer applicable effective as of October 11, 2024, and we do not intend to enter into any new agreements containing such gross-up entitlements. |

  25. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives In February 2024, the Compensation Committee approved the 2024 target bonus opportunities, expressed as a percentage of an NEO’s base salary, shown in the table below. Upon his promotion to CEO in October 2024, Dr. Gano’s target bonus opportunity increased from 50% of base salary to 100% of base salary, with his 2024 target bonus opportunity being pro-rated based on his base salary and target bonus opportunity in effect prior to and following his promotion. No changes were made to the target bonus opportunities of our other NEOs, as the Compensation Committee determined that such opportunities remained market competitive.

  26. 2024 Annual Cash Incentives

    | Executive Officer | 2024 Target Bonus (% of Base Salary) | | Chief Executive Officer | 100% | | All Other Executive Officers | 50% |

  27. 2024 Annual Cash Incentives

    In February 2024, the Compensation Committee approved the corporate goals for our 2024 annual cash incentive plan. The most significant and impactful goals and achievements are summarized in the table below. Our corporate goals are directly aligned with our specific strategic goals that we believe will create long-term stockholder value, including achieving a net revenue target from sales of INGREZZA, ensuring commercial readiness for the launch of CRENESSITY™ (crinecerfont), advancing and expanding our clinical pipeline, and achieving certain other corporate and financial goals. The Compensation Committee did not assign specific relative weightings to the corporate goals for 2024 in order to enable a holistic assessment of complementary goals that collectively reflect achievement of our 2024 performance objectives and build the foundation for long-term success. The maximum bonus payout for each NEO was capped at 150% of their target bonus opportunity. During meetings conducted throughout the year and culminating in January 2025, the Compensation Committee engaged in a robust dialogue with management, the Board Chair and other Board members (including at Board meetings), and its independent compensation consultant to evaluate the accomplishments and performance of the Company relative to the 2024 corporate goals. The Compensation Committee discussed the relative importance of each of these goals and ultimately determined that the following goals were the most impactful to the creation of long-term stockholder value: (i) the INGREZZA net sales goal; (ii) submission of the crinecerfont NDAs to the FDA and ensuring commercial launch readiness of CRENESSITY in the fourth quarter of 2024; and (iii) the advancement of our clinical pipeline, including reporting top-line results in four Phase 2 studies during 2024. The Compensation Committee further determined that the Company exceeded the high-end of the range for the INGREZZA net sales goal; successfully submitted the crinecerfont NDAs to the FDA and completed foundational activities to ensure commercial launch readiness of CRENESSITY; over achieved the most critical goals associated with the advancement of the Company's clinical pipeline, and achieved other important goals. After these discussions, the Compensation Committee determined our 2024 corporate goal achievement at 115%.

  28. 2024 Annual Cash Incentives

    | Business Area / Initiative | Target | Achievements / Relevant Developments | Overall Achievement | | Commercial Activities | Achieve INGREZZA net sales in 2024 between $2.15B and $2.25B | Achieved INGREZZA net sales of $2.3B | Achieved - Exceeded High End of Range | | Crinecerfont Activities | Submit New Drug Applications (NDAs) for crinecerfont to the FDA by June 30, 2024 | Submitted NDAs for crinecerfont in April 2024 | Achieved | | | Complete key launch readiness activities to support launch of CRENESSITY by December 31, 2024 | Completed foundational activities, hired commercial team, and initiated disease state education platform by December 31, 2024 | Over Achieved | | Advance and Expand Clinical Pipeline | Phase 3 Portfolio: | | Achieved in Part | | | •Achieve enrollment target in one Phase 3 study | •Met enrollment target in one Phase 3 Study | | | | •Complete enrollment in one Phase 3 study | | | | | Phase 2 Proof-of-Concept Studies: | | Over Achieved* | | | •Report top-line data in four Phase 2 studies | •Reported top-line data on four Phase 2 studies | | | | •Complete enrollment in one Phase 2 study | •Completed enrollment in one Phase 2 study | | | | •Achieve enrollment target in one Phase 2 study | •Achieved enrollment target in one Phase 2 study | | | | Phase 1 Studies and Development Candidates: | | Over Achieved in Part** | | | •Initiate one Phase 1 study | •Submitted two clinical trial applications for Phase 1 studies during 2024; first patient enrollment to occur in 2025 | | | | •Identify four new development candidates, including one biologic or gene therapy | •Identified five new development candidates, including at least one biologic | | | Financial/Operational | •Meet 2024 annual budget for non-GAAP net income | •Met 2024 annual budget for non-GAAP net income | Achieved | | | •Settle the 2024 Notes | •Settled the 2024 Notes in full upon maturity | | | | •Implement enterprise resource planning (ERP) system by March 31, 2024 | •Successfully implemented a new company-wide ERP system in Q1 2024 to streamline business, operational, and financial processes | | | General Business and People | •Increase manager accountability through structured feedback mechanisms | •Implemented processes and procedures to solicit, track and analyze manager feedback for continuous improvement | Achieved | | | •Build a talent pipeline of program leaders that spans biologics to small molecules | •Hired program leaders in both our biologics and small molecule programs | | | Legal | Continue to maintain company culture of integrity, ethics and compliance | Enhanced compliance training and related communication, including targeted programs in the UK and Europe | Achieved | | Overall Achievement: | | | 115% |

  29. 2024 Annual Cash Incentives

    * This goal was deemed "Over Achieved" as we reported positive top-line data in three of the four Phase 2 studies. ** Although we did not initiate a Phase 1 study prior to December 31 ,2024, the Compensation Committee considered identification of five new development candidates, including at least one biologic, to be the most impactful to the Company and the long-term benefit of stockholders and this specific goal was deemed to be “Over Achieved” Notwithstanding the Compensation Committee’s determination of our 2024 corporate goal achievement at 115%, the Compensation Committee had discretion to eliminate any NEO’s bonus or to reduce or increase the amount of any NEO’s bonus payout amount. However, our CEO's bonus payment cannot be increased above the corporate goal achievement level for the Company. In January 2025, the Compensation Committee determined whether to exercise its discretion to increase or decrease the bonus payout amount for each NEO after considering their individual performance contributing to achievement of our corporate goals. Following such review, the individuals listed below were awarded an increased bonus payout amount in recognition of their outstanding performance: •Mr. Abernethy, in recognition of his role in the Company accomplishing its financial and operational goals for 2024, including achieving the 2024 annual budget for non-GAAP net income and the successful implementation of a new company-wide ERP system to streamline business, operational, and financial processes; •Dr. Onyia, in recognition of his role in the Company exceeding its development program goals for 2024, including the identification of five new development candidates, including a biologic; and •Dr. Roberts, in recognition of her role in the Company advancing and expanding its clinical development programs during 2024, including the generation of positive top-line data from three Phase 2 clinical studies. The Compensation Committee also utilized its discretion to award Dr. Gorman a bonus payout amount equal to (x) our 2024 corporate goal achievement of 115% multiplied by (y) Dr. Gorman’s full annual target bonus (100% of his annualized base salary for 2024), as a result of the Company's achievement of its 2024 corporate goals and Dr. Gorman's efforts in facilitating a successful CEO transition. After making these determinations, the Compensation Committee approved the bonus payout amounts set forth in the table below.

  30. 2024 Annual Cash Incentives

    | | 2024 Target Bonus | | 2024 Actual Bonus Paid | | | Named Executive Officer | % of Base Salary | $ | % of Target Bonus | $ | | Kyle W. Gano, Ph.D., Chief Executive Officer (1) | 100% | $466,919 | 115% | $536,906 | | Kevin C. Gorman, Ph.D., Former Chief Executive Officer | 100% | $993,300 | 115% | $1,141,950 | | Matthew C. Abernethy, Chief Financial Officer | 50% | $342,412 | 132% | $452,840 | | Eric Benevich, Chief Commercial Officer | 50% | $318,424 | 115% | $366,188 | | Jude Onyia, Ph.D., Chief Scientific Officer | 50% | $338,273 | 150% | $505,717 | | Eiry W. Roberts, M.D., Chief Medical Officer | 50% | $343,381 | 150% | $513,354 |

  31. 2024 Annual Cash Incentives

    (1)Dr. Gano's total bonus was prorated based on his base salary and target bonus opportunity in effect prior to and following his promotion to CEO in October 2024.

  32. 2024 Long-Term Equity Awards

    2024 Long-Term Equity Awards Annual Equity Award Grants and Mix. In the first quarter of 2024, the Compensation Committee granted long-term equity awards to our NEOs in the form of stock options, RSUs and PRSUs after determining that these three types of equity awards continued to provide the appropriate balance of long-term and performance-based incentives for our executive officers. The Compensation Committee generally maintained the overall equity award mix provided to the NEOs in the prior year, but with an approximate 5% increase in the amount of RSUs granted as a percentage of the total long-term equity award. This increase in RSUs reflects a slight adjustment toward providing more stable, predictable equity compensation that aligns with market data and enhances retention while still tying compensation to the performance of our common stock over the long term. For our CEO, the Compensation Committee allocated approximately 50% of the aggregate value of long-term equity awards in the form of stock options, 30% of such value in the form of PRSUs and approximately 20% of such value in the form of RSUs. For each of the other NEOs, the Compensation Committee generally allocated approximately 45-55% of the aggregate value of their long-term equity awards in the form of stock options, 15-35% of such value in the form of PRSUs and 20-25% of such value in the form of RSUs, primarily based on each NEO’s expected impact on the achievement of the performance metrics underlying the PRSUs. At the time of the annual equity grant, Dr. Gano was serving in his role as Chief Business Development and Strategy Officer. Promotion Equity Award Grants in Connection with CEO Appointment. In connection with Dr. Gano's promotion to CEO, the Compensation Committee approved promotion long-term equity awards on November 1, 2024 having an aggregate target grant date value of $1,500,000 to establish a total targeted equity vehicle mix of approximately 50% stock options, 30% performance-based restricted stock units, and 20% restricted stock units. The Compensation Committee determined these promotion long-term equity awards were appropriate for Dr. Gano in his promoted role, based on market data for peer company CEOs, Dr. Gano’s experience and his anticipated role and responsibilities. Equity Awards Grants in Connection with Chief Medical Officer Transition. In July 2023, Dr. Roberts notified the Company of her decision to retire from her position as Chief Medical Officer and agreed to remain in her position until her replacement had been on-boarded which was originally expected to occur in late 2024 or early 2025. As a result of this anticipated transition, Dr. Robert's annual long-term equity award granted in February 2024 was reduced by approximately 35% compared to the prior year. After subsequent discussions, both the Company and Dr. Roberts determined it would be beneficial to extend the timeline for her retirement beyond early 2025. In recognition of this revised timeframe, the Compensation Committee approved a one-time, off-cycle equity grant to Dr. Roberts in December 2024 which was designed to restore Dr. Robert's overall long-term equity awards for 2024 to a level commensurate with her role as Chief Medical Officer and aligned with market data and the Company's pay practices. The equity grants consisted of: (i) stock options with a target grant value of approximately $1,750,000, with 25% of the shares underlying the option vesting on February 13, 2025 and an additional 1/48th of the shares underlying the option vesting each month thereafter beginning on March 13, 2025, such that the option shall fully vest on February 13, 2028; and (ii) RSUs with a target grant value of approximately $750,000, 25% of which will vest on February 13, 2025, and an additional 25% on each February 13th thereafter, culminating in full vesting on February 13, 2028. All terms and conditions of these additional equity grants were consistent with the annual long-term equity awards granted in the first quarter of 2024 to our NEOs. In April 2025, we announced that Sanjay Keswani, M.D., would assume the role of Chief Medical Officer, effective June 2, 2025. Dr. Keswani will succeed Dr. Roberts who agreed to remain with the Company in a strategic advisory role following her succession by Dr. Keswani. Size of 2024 Equity Awards. In determining the size of the total equity compensation opportunity in 2024, the Compensation Committee: •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; •maintained a meaningful 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 Compensation Committee believes will drive long-term differentiated value relative to our peers and maximize long-term stockholder value; and •considered the recommendations of the CEO for the other NEOs. The following table summarizes the annual 2024 long-term equity awards for the NEOs:

  33. 2024 Long-Term Equity Awards

    | | Stock Options | | RSUs | | PRSUs | | | | Named Executive Officer | $* | # of Shares | $* | # of Shares | $* | # of Shares (Target) | Total ($*) | | Kyle Gano, Ph.D., CEO (1) | $3,550,000 | 58,402 | $1,500,000 | 11,421 | $2,200,000 | 16,233 | $7,250,000 | | Kevin Gorman, Ph.D., Former CEO | $7,000,000 | 112,644 | $3,000,000 | 22,415 | $4,000,000 | 28,686 | $14,000,000 | | Matthew Abernethy, CFO | $2,800,000 | 45,058 | $1,200,000 | 8,966 | $1,400,000 | 10,040 | $5,400,000 | | Eric Benevich, Chief Commercial Officer | $2,450,000 | 39,426 | $1,050,000 | 7,846 | $1,750,000 | 12,550 | $5,250,000 | | Jude Onyia, Ph.D., Chief Scientific Officer | $3,360,000 | 54,069 | $1,440,000 | 10,760 | $1,000,000 | 7,172 | $5,800,000 | | Eiry Roberts, M.D., Chief Medical Officer (2) | $3,150,000 | 50,299 | $1,350,000 | 9,970 | $1,000,000 | 7,172 | $5,500,000 |

  34. 2024 Long-Term Equity Awards

    * Represents the target grant date fair value of the awards approved by the Compensation Committee. The Compensation Committee approved the PRSU award values in February 2024, but the PRSUs were granted in March 2024 following Compensation Committee approval of performance metrics and vesting requirements for these awards. See the Summary Compensation Table and the Grants of Plan-Based Awards Table included in this Proxy Statement for the actual grant date fair value of such awards. (1)Includes the following equity awards granted in connection with Dr. Gano's promotion to CEO effective in October 2024: (i) stock options with a target grant value of approximately $750,000 that vest in equal monthly installments over a four-year period; (ii) RSUs with a target grant value of approximately $300,000 that vest in equal annual installments over a four-year period; and (iii) PRSUs with a target grant value of approximately $450,000 that vest in accordance with the terms of the PRSU awards granted to Neurocrine Biosciences’ executive officers in March 2024. (2)Includes the following equity awards granted to Dr. Roberts in December 2024 as a result of the Company and Dr. Roberts mutually agreeing to extend the timeline for her retirement (discussed in further detail above): (i) stock options with a target grant value of approximately $1,750,000, with 25% of the shares underlying the option vesting on February 13, 2025 and an additional 1/48th of the shares underlying the option vesting each month thereafter beginning on March 13, 2025, such that the option shall fully vest on February 13, 2028; (ii) RSUs with a target grant value of approximately $750,000, 25% of which will vest on February 13, 2025, and an additional 25% on each February 13th thereafter, culminating in full vesting on February 13, 2028. 2024 Equity Award Vesting Criteria. The Compensation Committee determined that the annual equity grants made in February and March of 2024 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 on the date, or dates, that the Compensation Committee determines achievement of two underlying performance metrics, each of which must occur by the end of a three-year performance period ending on December 31, 2026. The metrics underlying the PRSUs target certain revenue diversification achievements and business development objectives that we believe will drive stockholder value within the three-year performance period ending on December 31, 2026. The actual number of earned units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target, and maximum levels specified in the Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024 table. The Compensation Committee set the specific performance targets underlying each performance metric at challenging levels that the Compensation 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 into our strategy and clinical development programs that would be harmful to us. However, we will disclose the specific performance targets in 2027 following the Compensation Committee’s determination of performance and certification.

  35. 2022 PRSUs: Performance and Payout

    2022 PRSUs: Performance and Payout In January 2022, the Company granted PRSUs to the NEOs that would vest on the date, or dates, that the Compensation Committee determined achievement of two separate performance metrics, each within the three-year performance period ending on December 31, 2024 (the “2022 PRSUs”). The first performance metric underlying the 2022 PRSUs, with a relative weighting of 40%, was based on the Company receiving FDA approval of INGREZZA for the treatment of adults with chorea associated with Huntington's disease (the “INGREZZA HD Metric”). As previously disclosed, in August 2023, the Compensation Committee certified that the Company had received FDA approval of INGREZZA for the treatment of adults with chorea associated with Huntington's disease and that the INGREZZA HD Metric was achieved at the target performance level. Accordingly, each NEO earned 100% of the target number of PRSUs associated with the INGREZZA HD Metric in August 2023. The second performance metric underlying the 2022 PRSUs, with a relative weighting of 60%, was based on the number of Phase 3 clinical trials initiated by the Company during the performance period, excluding the following programs: valbenazine for dyskinesia in cerebral palsy, valbenazine as an adjunctive treatment for schizophrenia, and crinecerfont for the treatment of CAH (the "Clinical Trial Metric"). The specific performance targets underlying the Clinical Trial Metric, as well as the payout levels at minimum, target, upside, and maximum achievement for the Clinical Trial Metric, are set forth in the table below. If the Company failed to initiate any new Phase 3 clinical trial during the performance period, then no portion of the underlying RSUs associated with the Clinical Trial Metric would vest.

  36. 2022 PRSUs: Performance and Payout

    | Achievement Level | Performance Targets | Payout Level (as a % of target with respect to the Clinical Trial Metric) | | Minimum | Company initiates one new Phase 3 clinical trial during the performance period | 67% | | Target | Company initiates two new Phase 3 clinical trials during the performance period | 100% | | Upside | Company initiates three new Phase 3 clinical trials during the performance period | 133% | | Maximum | Company initiates four or more new Phase 3 clinical trials during the performance period | 183% |

  37. 2022 PRSUs: Performance and Payout

    The Company did not initiate any new Phase 3 clinical trials during the three-year performance period ending on December 31, 2024. Accordingly, each NEO forfeited all PRSUs associated with the Clinical Trial Metric.

  38. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We provide severance benefits to our NEOs upon certain types of involuntary termination events, including terminations in connection with a change in control of our Company. Historically and during 2024, these benefits were set forth in each NEO’s employment agreement with the Company. In October 2024, we entered into an amended and restated employment agreement with Dr. Gano in connection with his promotion to CEO, which contained the updated terms of his employment as our CEO and updated severance benefits. The Compensation Committee adopted Dr. Gano’s updated severance benefits, after a review of market data provided by FW Cook, to incorporate “best practices” relating to severance payments and more closely align with market data. For example, for severance benefits paid upon an involuntary termination in connection with a change in control, we increased the “change in control determination period” from six to 12 months following a change in control, we eliminated the automatic cashout treatment for equity awards and replaced it with a “double trigger” vesting acceleration provision, and we eliminated cash payments upon a death or disability termination. In early 2025, the Compensation Committee determined it was appropriate to revise the severance benefits for other executive officers, including the NEOs (excluding Dr. Gorman), to align with the updated structure approved for Dr. Gano. Accordingly, the Compensation Committee adopted the Executive Severance Plan to reflect the severance benefits for all NEOs (other than Dr. Gorman), which supersedes and replaces the severance benefits provided under individual employment agreements. The Executive Severance Plan reflects Dr. Gano’s severance benefits set forth in his updated employment agreement entered into in October 2024. A more detailed description of the terms and benefits provided under these employment agreements and the Executive Severance Plan is described in the section of this Proxy Statement entitled “Agreements with Named Executive Officer Effective During Fiscal Year 2024”, “Executive Severance Plan” and “Amendment and Restatement of Employment Agreements” below. As a result of Dr. Gorman’s retirement in October 2024, Dr. Gorman ceased to be an employee of the Company but continues to provide service to the Company as a non-employee member of the Board of Directors. Dr. Gorman did not receive any severance payments under his employment agreement or otherwise as a result of his retirement. Dr. Gorman’s employment agreement (and severance benefits thereunder) terminated as of October 11, 2024. Because Dr. Gorman’s service on the Board of Directors is recognized as "continuous service" under the Company's equity incentive plans, Dr. Gorman's outstanding equity awards will remain outstanding and continue to vest in accordance with their terms. In addition, since becoming a non-employee member of the Board of Directors on October 12, 2024, Dr. Gorman has been eligible to receive the cash and equity compensation under our non-employee director compensation program, described below under the section of this Proxy Statement entitled “Directors Compensation Summary”.

  39. Equity Trading Policies and Procedures

    Equity Trading Policies and Procedures The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers, employees and consultants that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. It is also the Company’s intent to comply with applicable laws and regulations relating to insider trading. In addition, the Company's policies prohibit direct or indirect participation by directors, officers and other employees of the Company in transactions involving trading activities in Company common stock which by their aggressive or speculative nature may give rise to an appearance of impropriety. Such prohibited activities would include the purchase of put or call options, or the writing of such options as well as short sales, hedging transactions such as “cashless” collars, forward sales, equity swaps and other related arrangement which may indirectly involve short-sale and any other transactions designed for profit from short-term movement in the Company’s stock price. In addition, no officer, director or employee of the Company may margin, or make any offer to margin, any Company common stock, including without limitation, borrowing against such stock, at any time. 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. To the Company’s knowledge, there were no transactions involving hedging, pledging or margining Company common stock during 2024, nor were there any such transactions as of the Record Date. The Company also requires directors and executive officers to complete all equity related open-market purchase and sale transactions via a 10b5-1 plan. The 10b5-1 plans typically cover, among other transactions, direct sales and purchases of Company stock, as well as same-day-sales related to option exercises and sales of stock for tax payments upon the vesting of RSUs. All 10b5-1 plans are required to have a waiting period from the election date to the date of the first transaction. Additionally, Company policy restricts the executive officers from amending a 10b5-1 trading plan.

  40. Equity Grant Practices

    Equity Grant Practices All equity awards granted to our NEOs are approved by the Compensation Committee on or prior to the date of grant. While the Compensation Committee does not have a formal policy or obligation to grant equity awards to NEOs on specific dates, the Compensation Committee’s typical practice is to review the Company’s performance results and our NEOs’ individual performances following the end of each fiscal year, as well as the then-outstanding equity awards held by our NEOs, and then, based on those reviews, approve annual equity awards (including stock options) to our NEOs shortly following our annual release of financial results for the prior fiscal year. Additionally, our Compensation Committee approves the granting of equity awards in connection with the commencement of employment or promotion of our NEOs, and from time to time as otherwise determined appropriate by our Compensation Committee. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”) and we do not time the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation. For additional information regarding the timing of our equity awards and stock options as required by Item 402(x) of Regulation S-K, please see the section below entitled “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information”.

  41. Summary Compensation Table

    Summary Compensation Table

  42. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($) (2) | Bonus ($) (2) | Option Awards ($) (3) | Stock Awards ($) (4) | All Other Compensation ($) (5) | Total ($) | | Kyle W. Gano, Ph.D. | 2022 | $550,605 | $332,428 | $2,775,053 | $1,725,086 | $38,485 | $5,421,657 | | Chief Executive Officer | 2023 | $602,912 | $331,602 | $3,187,536 | $1,812,563 | $55,602 | $5,990,215 | | | 2024 | $698,217 | $536,906 | $3,549,970 | $3,700,106 | $50,223 | $8,535,422 | | Kevin C. Gorman, Ph.D. | 2022 | $860,000 | $989,000 | $4,875,106 | $5,125,079 | $53,342 | $11,902,527 | | Former Chief Executive Officer | 2023 | $946,000 | $1,040,600 | $6,678,790 | $7,021,386 | $64,036 | $15,750,812 | | | 2024 | $779,357 | $1,141,950 | $6,999,698 | $7,000,139 | $97,493 | $16,018,637 | | Matthew C. Abernethy | 2022 | $618,240 | $373,262 | $2,310,061 | $1,570,128 | $52,632 | $4,924,323 | | Chief Financial Officer | 2023 | $646,061 | $355,335 | $3,187,536 | $1,812,563 | $56,387 | $6,057,882 | | | 2024 | $684,824 | $452,840 | $2,799,904 | $2,599,987 | $57,646 | $6,595,201 | | Eric Benevich (6) | | | | | | | | | Chief Commercial Officer | 2024 | $636,848 | $366,188 | $2,449,932 | $2,800,081 | $53,115 | $6,306,164 | | Jude Onyia, Ph.D. | 2022 | $575,000 | $330,625 | $225,008 | $1,275,146 | $55,520 | $2,461,299 | | Chief Scientific Officer | 2023 | $638,250 | $351,038 | $3,375,024 | $2,625,124 | $233,780 | $7,223,216 | | | 2024 | $676,545 | $505,717 | $3,359,848 | $2,440,182 | $53,559 | $7,035,851 | | Eiry W. Roberts, M.D. | 2022 | $631,912 | $345,182 | $2,625,057 | $2,075,144 | $57,986 | $5,735,281 | | Chief Medical Officer | 2023 | $660,348 | $399,511 | $2,625,024 | $2,125,112 | $63,852 | $5,873,847 | | | 2024 | $686,761 | $513,354 | $3,150,017 | $2,350,087 | $64,099 | $6,764,318 |

  43. Summary Compensation Table

    (1)The titles and capacities set forth in the table above are as of December 31, 2024. (2)Salary and bonus figures represent amounts earned during each respective fiscal year, regardless of whether part or all of such amounts were paid in subsequent fiscal year(s). Bonuses are awarded pursuant to a bonus program. (3)The amounts shown are the full grant date fair value in accordance with Accounting Standards Codification 718-10, Compensation—Stock Compensation (ASC 718). The assumptions used to calculate the grant date fair value of option awards are set forth under Note 7 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 10, 2025. The grant date fair values of option awards for 2024 (other than the option awards granted to Dr. Gano in November 2024 in connection with his promotion to CEO and Dr. Roberts in December 2024 in connection with the extended timeline for her retirement) are based on per share Black-Scholes values of $62.14. The grant date fair value of Dr. Gano's option award granted in November 2024 and Dr. Robert's option award granted in December 2024 is based on a per share Black-Scholes value of $56.21 and $63.02, respectively. (4)Stock awards consist of RSUs and PRSUs and may be subject to deferred delivery arrangements. The amounts shown are the full grant date fair value in accordance with Accounting Standards Codification 718-10, Compensation—Stock Compensation (ASC 718). The assumptions used to calculate the grant date fair value of stock awards are set forth under Note 7 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 10, 2025. The fair values of RSUs granted in 2024 are based on the Company’s closing market price per share on the grant date, which was $133.84 for all 2024 RSU grants (other than the RSUs granted to Dr. Gano in November 2024 in connection with his promotion to CEO and to Dr. Roberts in December 2024 in connection with the extended timeline for her retirement, for which the Company's closing market price per share on such grant dates was $122.21 and $136.69, respectively). The fair values of PRSUs granted in 2024 are based on the Company's closing market price per share on the grant date, which was $139.44 for 2024 PRSU grants, except for the PRSU granted to Dr. Gano in November 2024 in connection with his promotion to CEO, which was $122.21. The PRSU values included in the table above are based on the target number of shares subject to the PRSU awards. If the highest level of performance metrics are achieved, the PRSU values based on the maximum number of shares issuable to each NEO for 2024 are as follows: Dr. Gano – $2,750,000, Dr. Gorman – $5,000,000, Mr. Abernethy – $1,750,000, Mr. Benevich – $2,187,500, Dr. Onyia – $1,250,000, and Dr. Roberts – $1,250,000. (5)Includes all other compensation as described in the table below. (6)Mr. Benevich was not a named executive officer during fiscal years 2022 and 2023.

  44. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table sets forth certain information regarding plan based awards granted by the Company during 2024 to the NEOs below:

  45. Grants of Plan-Based Awards During 2024

    | | | | 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 (#) | Maximum (#) | | | | | | Kyle W. Gano, Ph.D. | 2/2/2024 | 2/13/2024 | | | | 8,966 | | | $1,200,009 | | | 3/18/2024 | 3/18/2024 (1) | 10,040 | 12,550 | 15,688 | | | | $1,749,972 | | | 2/2/2024 | 2/13/2024 | | | | | 45,058 | $133.84 | $2,799,904 | | | 10/10/2024 | 11/1/2024 | | | | 2,455 | | | $300,026 | | | 10/10/2024 | 11/1/2024 (1) | 2,946 | 3,683 | 11,205 | | | | $450,099 | | | 10/10/2024 | 11/1/2024 | | | | | 13,344 | $122.21 | $750,066 | | Kevin C. Gorman, Ph.D. | 2/2/2024 | 2/13/2024 | | | | 22,415 | | | $3,000,024 | | | 3/18/2024 | 3/18/2024 (1) | 22,949 | 28,686 | 35,858 | | | | $4,000,115 | | | 2/2/2024 | 2/13/2024 | | | | | 112,644 | $133.84 | $6,999,698 | | Matthew C. Abernethy. | 2/2/2024 | 2/13/2024 | | | | 8,966 | | | $1,200,009 | | | 3/18/2024 | 3/18/2024 (1) | 8,032 | 10,040 | 12,550 | | | | $1,399,978 | | | 2/2/2024 | 2/13/2024 | | | | | 45,058 | $133.84 | $2,799,904 | | Eric Benevich | 2/2/2024 | 2/13/2024 | | | | 7,846 | | | $1,050,109 | | | 3/18/2024 | 3/18/2024 (1) | 10,040 | 12,550 | 15,688 | | | | $1,749,972 | | | 2/2/2024 | 2/13/2024 | | | | | 39,426 | $133.84 | $2,449,932 | | Jude Onyia, Ph.D. | 2/2/2024 | 2/13/2024 | | | | 10,760 | | | $1,440,118 | | | 3/18/2024 | 3/18/2024 (1) | 5,737 | 7,172 | 8,965 | | | | $1,000,064 | | | 2/2/2024 | 2/13/2024 | | | | | 54,069 | $133.84 | $3,359,848 | | Eiry W. Roberts, M.D. | 2/2/2024 | 2/13/2024 | | | | 4,483 | | | $600,005 | | | 3/18/2024 | 3/18/2024 (1) | 5,737 | 7,172 | 8,965 | | | | $1,000,064 | | | 2/2/2024 | 2/13/2024 | | | | | 22,529 | $133.84 | $1,399,952 | | | 12/17/2024 | 12/17/2024 | | | | 5,487 | | | $750,018 | | | 12/17/2024 | 12/17/2024 | | | | | 27,770 | $136.69 | $1,750,065 |

  46. Grants of Plan-Based Awards During 2024

    (1)Represents the number of shares that may be earned under the PRSUs granted to NEOs in 2024 under the Company’s Amended 2020 Plan. The PRSUs will vest on the date, or dates, that the Compensation Committee determines achievement of two underlying performance metrics, each of which must occur before December 31, 2026. Such metrics relate to certain revenue diversification achievements and business development objectives which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2024 and ending on December 31, 2026. The actual number of units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target, and maximum levels specified. (2)Option awards granted have an exercise price equal to the closing market price of the Company’s common stock on the date of grant. Except for the option award granted to Dr. Roberts in December 2024, all option awards are time-based awards, which vest monthly, on a pro-rata basis, over four years and have an option term of ten years. Except for the RSU granted to Dr. Roberts in December 2024, all RSUs vest annually, on a pro-rata basis, over a four-year period. As discussed above, the Compensation Committee approved a one-time, off-cycle equity award to Dr. Roberts in December 2024 in connection with the extended timeline for her retirement. The option award granted to Dr. Roberts in December 2024 is a time-based award, with 25% of the shares underlying the option vesting on February 13, 2025 and an additional 1/48th of the shares underlying the option vesting each month thereafter beginning on March 13, 2025, such that the option shall fully vest on February 13, 2028. With respect to RSU award granted to Dr. Roberts in December 2024, 25% of the RSU will vest on February 13, 2025, and an additional 25% of the RSU will vest on each February 13th thereafter, culminating in full vesting on February 13, 2028. (3)Reflects the grant date per share Black-Scholes value of $62.14, $56.21, and $63.02 for option awards granted on February 13, 2024, November 1, 2024, and December 17, 2024, respectively. The grant date per share value of $133.84, $122.21 and $136.69 for RSUs granted on February 13, 2024, November 1, 2024, and December 17, 2024, respectively, and $139.44 and $122.21 for PRSUs which were granted on March 18, 2024 and November 1, 2024, all of which were calculated in accordance with ASC 718.

  47. Outstanding Equity Awards Table

    Outstanding Equity Awards Table

  48. Outstanding Equity Awards Table

    | | 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 ($) | | Kyle W. Gano, Ph.D. | 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 | 76,683 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 47,005 | 2,044 | — | $117.63 | 2/8/2031(2) | 1,860 | 253,890 | — | — | | | 1/31/2022 | 58,129 | 21,591 | — | $79.02 | 1/31/2032(2) | 5,854 | 799,071 | 6,075(4) | 829,238 | | | 2/13/2023 | 29,237 | 34,552 | — | $103.52 | 2/13/2033(2) | 7,698 | 1,050,777 | — | — | | | 5/19/2023 | — | — | — | — | | — | — | 7,974(5) | 1,088,451 | | | 2/13/2024 | 9,387 | 35,671 | — | $133.84 | 2/13/2034(2) | 8,966 | 1,223,859 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 12,550(6) | 1,713,075 | | | 11/1/2024 | 278 | 13,066 | — | $122.21 | 11/1/2034(2) | 2,455 | 335,108 | 3,683(6) | 502,729 | | Kevin C. Gorman, Ph.D. | 2/3/2015 | 146,105 | — | — | $32.99 | 2/3/2025(2) | — | — | — | — | | | 2/5/2016 | 106,322 | — | — | $35.99 | 2/5/2026(2) | — | — | — | — | | | 2/6/2017 | 205,088 | — | — | $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 | 145,698 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 109,119 | 4,744 | — | $117.63 | 2/8/2031(2) | 4,318 | 589,407 | — | — | | | 1/31/2022 | 102,119 | 37,930 | — | $79.02 | 1/31/2032(2) | 10,283 | 1,403,630 | 26,576(4) | 3,627,624 | | | 2/13/2023 | 61,259 | 72,397 | — | $103.52 | 2/13/2033(2) | 16,130 | 2,201,745 | — | — | | | 5/19/2023 | — | — | — | — | | — | — | 50,979(5) | 6,958,634 | | | 2/13/2024 | 23,468 | 89,176 | — | $133.84 | 2/13/2034(2) | 22,415 | 3,059,648 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 28,686(6) | 3,915,639 | | Matthew C. Abernethy | 2/7/2019 | 83,341 | — | — | $81.05 | 2/7/2029(2) | — | — | — | — | | | 2/6/2020 | 61,347 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 47,005 | 2,044 | — | $117.63 | 2/8/2031(2) | 1,860 | 253,890 | — | — | | | 1/31/2022 | 48,389 | 17,973 | — | $79.02 | 1/31/2032(2) | 4,873 | 665,165 | 6,075(4) | 829,237 | | | 2/13/2023 | 29,237 | 34,552 | — | $103.52 | 2/13/2033(2) | 7,698 | 1,050,777 | — | — | | | 5/19/2023 | — | — | — | — | | — | — | 7,974(5) | 1,088,451 | | | 2/13/2024 | 9,387 | 35,671 | | $133.84 | 2/13/2034(2) | 8,966 | 1,223,859 | — | | | | 3/18/2024 | — | — | — | — | | — | — | 10,040(6) | 1,370,460 | | Eric Benevich | 2/5/2016 | 12,830 | — | — | $35.99 | 2/5/2026(2) | — | — | — | — | | | 2/6/2017 | 3,194 | — | — | $43.24 | 2/6/2027(2) | — | — | — | — | | | 2/5/2018 | 27,519 | — | — | $81.49 | 2/5/2028(2) | — | — | — | — | | | 2/7/2019 | 1,233 | — | — | $81.05 | 2/7/2029(2) | — | — | — | — | | | 2/6/2020 | 61,347 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 47,005 | 2,044 | — | $117.63 | 2/8/2031(2) | 1,860 | 253,890 | — | — | | | 1/31/2022 | 18,225 | 16,922 | — | $79.02 | 1/31/2032(2) | 4,588 | 626,262 | 4,556(4) | 621,894 | | | 2/13/2023 | 23,733 | 28,049 | — | $103.52 | 2/13/2033(2) | 6,249 | 852,989 | — | — | | | 5/19/2023 | | — | — | — | | — | — | 13,290(5) | 1,814,085 | | | 2/13/2024 | 8,214 | 31,212 | — | $133.84 | 2/13/2034(2) | 7,846 | 1,070,979 | — | | | | 3/18/2024 | — | — | — | — | | — | — | 12,550(6) | 1,713,075 | | Jude Onyia, Ph.D. | 11/29/2021 | 92,630 | 27,539 | — | $84.74 | 11/29/2031(1) | 4,426 | 604,149 | — | — | | | 1/31/2022 | 4,713 | 1,751 | — | $79.02 | 1/31/2032(2) | 476 | 64,974 | 9,112(4) | 1,243,788 | | | 2/13/2023 | 30,956 | 36,585 | — | $103.52 | 2/13/2033(2) | 8,151 | 1,112,612 | — | — | | | 5/19/2023 | — | — | — | — | | — | — | 15,948(5) | 2,176,902 | | | 2/13/2024 | 11,264 | 42,805 | — | $133.84 | 2/13/2034(2) | 10,760 | 1,468,740 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 7,172(6) | 978,978 |

  49. Outstanding Equity Awards Table

    | Eiry W. Roberts, M.D | 2/7/2019 | 39,440 | — | — | $81.05 | 2/7/2029(2) | — | — | — | — | | | 2/6/2020 | 52,707 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 47,005 | 2,044 | — | $117.63 | 2/8/2031(2) | 1,860 | 253,890 | — | — | | | 1/31/2022 | 40,846 | 20,424 | — | $79.02 | 1/31/2032(2) | 5,538 | 755,937 | 9,112(4) | 1,243,788 | | | 2/13/2023 | 24,077 | 28,455 | — | $103.52 | 2/13/2033(2) | 6,340 | 865,410 | — | — | | | 5/19/2023 | — | — | — | — | | — | — | 13,290(5) | 1,814,085 | | | 2/13/2024 | 4,694 | 17,835 | — | $133.84 | 2/13/2034(2) | 4,483 | 611,930 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 7,172(6) | 978,978 | | | 12/17/2024 | — | 27,770 | — | $136.69 | 12/17/2034(2) | 5,487 | 748,976 | — | — |

  50. Outstanding Equity Awards Table

    (1)Vests monthly over four years, subject to an initial one-year “cliff.” (2)Vests monthly over four years. (3)Vests annually over four years. (4)Consists of PRSUs. Represents the target number of shares that may be earned under the PRSUs granted to NEOs in 2022 under the Company’s 2020 Plan. The PRSUs will vest on the date, or dates, that the Compensation Committee determines achievement of two underlying performance metrics, each of which must occur by December 31, 2024. Such metrics relate to the advancement of certain clinical programs which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2022 and ending on December 31, 2024. The actual number of units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target and maximum levels specified. (5)Consists of PRSUs. Represents the target number of shares that may be earned under the PRSUs granted to NEOs in 2023 under the Company’s 2020 Plan. The PRSUs will vest on the date, or dates, that the Compensation Committee determines achievement of two underlying performance metrics, each of which must occur by December 31, 2025. Such metrics relate to regulatory milestones and the advancement of certain clinical programs which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2023 and ending on December 31, 2025. The actual number of units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target and maximum levels specified. (6)Consists of PRSUs. Represents the target number of shares that may be earned under the PRSUs granted to NEOs in 2024 under the Company’s 2020 Plan. The PRSUs will vest on the date, or dates, that the Compensation Committee determines achievement of two underlying performance metrics, each of which must occur by December 31, 2026. Such metrics relate to revenue diversification achievements and business development objectives which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2024 and ending on December 31, 2026. The actual number of units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target and maximum levels specified. Option Exercises and Stock Vested During the Year. The following table sets forth the options exercised and stock awards that vested during 2024 along with their respective values at December 31, 2024 for the NEOs:

  51. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  52. Option Exercises and Stock Vested Table

    | | 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) | | Kyle W. Gano, Ph.D. | 75,000 | $8,390,944 | 10,389 | $1,436,591 | | Kevin C. Gorman, Ph.D. | 172,948 | $19,521,374 | 20,605 | $2,843,395 | | Matthew C. Abernethy | 45,000 | $3,081,819 | 9,292 | $1,281,327 | | Eric Benevich. | 169,818 | $11,495,943 | 8,667 | $1,196,835 | | Jude Onyia, Ph.D. | — | — | 7,380 | $957,764 | | Eiry W. Roberts, M.D. | 7,345 | $323,687 | 8,867 | $1,223,641 |

  53. Option Exercises and Stock Vested Table

    (1) Information relates to stock option exercises during 2024. (2) Information relates to RSUs that vested during 2024. (3) Calculated by multiplying the number of shares acquired upon exercise of stock options by the difference between the exercise price and the market price of the Company’s common stock at the time of exercise. (4) Calculated by multiplying the number of shares acquired upon vesting of RSUs by the average price of shares sold for purposes of satisfying federal and state income tax liabilities. Potential Payments Upon Termination or Change-in-Control. The tables below set forth the potential severance benefits payable to the NEOs (excluding Dr. Gorman) in the event of a termination prior to or following a change in control, assuming such event occurred on December 31, 2024. As a result of Dr. Gorman’s retirement in October 2024, Dr. Gorman ceased to be an employee of the Company and did not receive any severance payments under his employment agreement or otherwise as a result of his retirement. Dr. Gorman’s employment agreement (and severance benefits thereunder) terminated as of October 11, 2024.

  54. Potential Payment Upon Termination Table*

    Potential Payment Upon Termination Table*

  55. Potential Payment Upon Termination Table*

    | Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | | Kyle W. Gano, Ph.D. | $2,700,000 | $900,000 | $129,807 | $4,483,036 | $44,298 | $8,257,141 | | Matthew C. Abernethy | $684,824 | $342,412 | $98,772 | $2,790,620 | $35,352 | $3,951,980 | | Eric Benevich. | $636,848 | $318,424 | $91,854 | $2,508,611 | $32,424 | $3,588,161 | | Jude Onyia, Ph.D. | $676,545 | $338,273 | $81,315 | $3,485,856 | $32,868 | $4,614,857 | | Eiry W. Roberts, M.D. | $686,761 | $343,381 | $99,051 | $2,830,789 | $41,808 | $4,001,790 |

  56. Potential Payment Upon Termination Table*

    * Reflects a termination without cause or due to a constructive termination, or deemed termination, prior to a change in control. (1)Based on salary as of December 31, 2024. (2)Based on bonus targets established by the Board of Directors for 2024. (3)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2024. (4)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options and RSUs (but excluding unvested PRSUs) as of December 31, 2024 that would vest in accordance with the executive officers’ employment agreements. Values were derived using the closing price of the Company’s common stock on December 31, 2024 of $136.50. (5)Medical is comprised primarily of health insurance premiums for the period specified in each executive officer’s employment contract.

  57. Potential Payment Upon Change-in-Control Table*

    | Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total (6) | | Kyle W. Gano, Ph.D. | $3,600,000 | $900,000 | $129,807 | $10,496,941 | $59,064 | $15,185,812 | | Matthew C. Abernethy | $1,027,236 | $513,618 | $98,772 | $8,787,907 | $53,028 | $10,480,561 | | Eric Benevich | $955,272 | $477,636 | $91,854 | $8,972,500 | $48,636 | $10,545,898 | | Jude Onyia, Ph.D. | $1,014,818 | $507,409 | $81,315 | $10,496,643 | $49,302 | $12,149,487 | | Eiry W. Roberts, M.D. | $1,030,142 | $515,071 | $99,051 | $9,471,422 | $62,712 | $11,178,398 |

  58. Potential Payment Upon Termination by Disability Table*

    Potential Payment Upon Termination by Disability Table*

  59. Potential Payment Upon Termination by Disability Table*

    | Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | | Kyle W. Gano, Ph.D. | — | — | $129,807 | $10,496,941 | — | $10,626,748 | | Matthew C. Abernethy | $684,824 | $342,412 | $98,772 | $2,790,620 | $35,352 | $3,951,980 | | Eric Benevich | $636,848 | $318,424 | $91,854 | $2,508,611 | $32,424 | $3,588,161 | | Jude Onyia, Ph.D. | $676,545 | $338,273 | $81,315 | $3,485,856 | $32,868 | $4,614,857 | | Eiry W. Roberts, M.D. | $686,761 | $343,381 | $99,051 | $2,830,789 | $41,808 | $4,001,790 |

  60. Potential Payment Upon Termination by Disability Table*

    * Reflects a termination due to disability. (1)Based on salary as of December 31, 2024. (2)Based on bonus targets established by the Board of Directors for 2024. (3)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2024. (4)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options and RSUs (and PRSUs with respect to Dr. Gano) as of December 31, 2024 that would vest in accordance with the executive officers’ employment agreements. Values were derived using the closing price of the Company’s common stock on December 31, 2024 of $136.50. For Dr. Gano, unvested PRSUs are presented assuming they are paid out at target. (5)Medical is comprised primarily of health insurance premiums for the period specified in each executive officer’s employment contract.

  61. Potential Payment Upon Termination by Death Table*

    Potential Payment Upon Termination by Death Table*

  62. Potential Payment Upon Termination by Death Table*

    | Name | Bonus (1) | Accrued Compensation (2) | Stock Awards (3) | Total | | Kyle W. Gano, Ph.D. | — | $129,807 | $10,496,941 | $10,626,748 | | Matthew C. Abernethy | $342,412 | $98,772 | $2,790,620 | $3,231,804 | | Eric Benevich | $318,424 | $91,854 | $2,508,611 | $2,918,889 | | Jude Onyia, Ph.D. | $338,273 | $81,315 | $3,485,856 | $3,905,444 | | Eiry W. Roberts, M.D. | $343,381 | $99,051 | $2,830,789 | $3,273,221 |

  63. Potential Payment Upon Termination by Death Table*

    * Reflects a termination due to death. (1)Based on bonus targets established by the Board of Directors for 2024. (2)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2024. (3)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options and RSUs (and PRSUs with respect to Dr. Gano) as of December 31, 2024 that would vest in accordance with the executive officers’ employment agreements. Values were derived using the closing price of the Company’s common stock on December 31, 2024 of $136.50. For Dr. Gano, unvested PRSUs are presented assuming they are paid out at target. As discussed above under the heading "Executive Severance Plan", on February 7, 2025, the Compensation Committee approved and adopted the Severance Plan, pursuant to which executive officers now participate, including our NEOs. The following is a description of the arrangements in effect during fiscal year 2024 within each NEO's employment agreement that would have entitled them to potential payments upon a termination without cause or resignation due to a constructive termination or, in the case of Dr. Gano, "resignation for good reason" (including following a change-in-control), or upon disability or death. For our NEOs, resignation due to constructive termination (or resignation for good reason, with respect to Dr. Gano) may include an executive’s resignation following one or more of the following material adverse changes in the nature of such executive’s employment, as specified in their employment agreement, which is not cured following notification of: • a significant reduction in the executive or the executive supervisor’s duties or responsibilities, • a material reduction in base salary, • material relocation, or • material breach of the executive’s employment agreement. Dr. Gano. Pursuant of the terms of his amended and restated employment agreement in effect as of December 31, 2024, Dr. Gano was entitled to certain severance benefits upon his “involuntary termination”. Upon (a) a termination of Dr. Gano’s employment without “cause” (as defined in the 2024 Gano Agreement) and other than due to death or “disability” (as defined in the 2024 Gano Agreement) or (b) Dr. Gano’s “resignation for good reason” (as defined in the 2024 Gano Agreement), in each case outside of the time period beginning with the date on which a “change in control” (as defined in the 2024 Gano Agreement) occurs and ending 12 months following the change in control, or the “change in control determination period,” Dr. Gano would be entitled to receive: (1) cash severance equal to the product of (x) the sum of (i) Dr. Gano’s annual base salary and (ii) Dr. Gano’s target annual incentive bonus for the year of termination, multiplied by (y) 1.5; (2) a cash payment equal to Dr. Gano’s pro rata annual incentive bonus for the year of termination based on actual achievement of the applicable performance goals for such year; (3) payment of premiums for continued coverage under the Company's group health plans for up to 18 months; (4) accelerated vesting of Dr. Gano’s outstanding time-vesting equity awards to the extent such awards were scheduled to vest under their terms based on Dr. Gano’s continued service over the 15-month period following the date of termination; and (5) vesting of Dr. Gano’s outstanding performance-vesting equity awards to the extent the Compensation Committee determines, in its sole discretion, that the applicable performance goals for such awards have been met as of the date of termination. Upon (a) a termination of Dr. Gano’s employment without “cause” and other than due to death or “disability” or (b) Dr. Gano’s “resignation for good reason,” in each case within the change in control determination period, Dr. Gano would be entitled to receive: (1) a cash payment equal to the product of (x) the sum of (i) Dr. Gano’s annual base salary and (ii) Dr. Gano’s target annual incentive bonus for the year of termination, multiplied by (y) 2; (2) a cash payment equal to Dr. Gano’s pro rata target annual incentive bonus for the year of termination; (3) payment of premiums for continued coverage under the Company's group health plans for up to 24 months; and (4) full vesting acceleration of Dr. Gano’s outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion. Upon the termination of Dr. Gano’s employment due to his death or “disability” (as defined in the 2024 Gano Agreement), Dr. Gano would be entitled to receive full vesting acceleration of his outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion. If any severance payment or benefit received from the Company by Dr. Gano would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments or benefits would be reduced to either (1) the largest portion of the payment that would result in no portion of the payment being subject to such excise tax or (y) the largest portion, up to and including the total, of the payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the excise tax, results in Dr. Gano's receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the payment may be subject to such excise tax. Dr. Gorman. Dr. Gorman retired as CEO effective October 11, 2024. Accordingly, as of December 31, 2024, Dr. Gorman is no longer entitled to receive any severance or other benefits pursuant to the terms of his prior employment agreement. The Compensation Committee did utilize its discretion to award Dr. Gorman a bonus payout amount equal to 100% of his annualized base salary for 2024 multiplied by corporate goal achievement at 115%, in recognition of his strong leadership as CEO through the first three quarters of 2024 and his efforts in facilitating a successful CEO transition. Dr. Gorman continues to serve as a member of our Board of Directors and his service as a Director is recognized as "continuous service" under the Company's equity incentive plans, such that Dr. Gorman's outstanding equity awards continue to vest in accordance with their terms. Additionally, certain of Dr. Gorman's previously granted stock options provide for full vesting upon the date Dr. Gorman's continuous service terminates as result of his retirement. Pursuant to the terms of the applicable stock option agreements, “retirement” means a termination of continuous service upon or after an employee has reached age 60 with at least five years of continuous service, provided that the employee complies with any other requirements in the Company’s then-current policy regarding retirement.

  64. Potential Payment Upon Termination by Death Table*

    Mr. Abernethy. Pursuant of the terms of his employment agreement in effect as of December 31, 2024, Mr. Abernethy was 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, Mr. Abernethy was 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 Mr. Abernethy 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 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 was 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 have been 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. Pursuant of the terms of his employment agreement in effect as of December 31, 2024, Mr. Benevich was 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, Mr. Benevich was 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 Mr. Benevich 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 Mr. Benevich 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. Benevich 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. Benevich was 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 have been 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.

  65. Potential Payment Upon Termination by Death Table*

    Dr. Onyia. Pursuant of the terms of his employment agreement in effect as of December 31, 2024, Dr. Onyia was 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. Onyia was 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. Onyia 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. Onyia 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. Onyia 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. Onyia 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. Onyia 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. Onyia’s death, his beneficiaries or estate, would have been 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. Onyia in the fiscal year and the denominator of which is 12 and any accrued and unpaid compensation on the date of termination. Dr. Roberts. Pursuant of the terms of her employment agreement in effect as of December 31, 2024, Dr. Roberts was entitled to 1.0 times the amount of her 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 her employment without cause, or she resigns due to a constructive termination. In the event of such termination within six months after the consummation of a change in control, Dr. Roberts was entitled to 1.5 times the amount of her 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. Roberts 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. 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 have been 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.

  66. CEO PAY RATIO

    CEO PAY RATIO Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee, as well as the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our CEO, Dr. Gano, who was CEO at the time we identified our median employee (the “CEO Pay Ratio”). To identify our median employee, we used the following methodology: •To determine our total population of employees, we included all full-time and part-time employees as of December 31, 2024. •To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s 2024 base salary (using a reasonable estimate of the hours worked and overtime actually paid during 2024 for hourly employees and actual salary paid for our remaining employees) and bonuses attributable to 2024 performance and the grant date fair value of equity awards granted in fiscal 2024 using the same methodology we use for estimating the value of the equity awards granted to our NEOs 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. After identifying our median employee, we then calculated compensation for such median employee using the same methodology used to calculate compensation for our NEOs as reported in the 2024 Summary Compensation Table. For 2024, the median of the annual total compensation of our employees (other than our CEO) was $265,089. Neurocrine had two individuals serve as CEO during 2024. For purposes of calculating the CEO Pay Ratio, we annualized the salary and bonus of our current CEO, Dr. Gano, who began serving in the role in October 2024, and we included all other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Dr. Gano’s annualized base salary was $900,000 (representing his 2024 base salary as CEO), and his annualized bonus was $1,035,000 (representing the value of Dr. Gano’s 2024 bonus assuming his 2024 target bonus opportunity and 2024 base salary as CEO and applying his actual 2024 bonus payout percentage of 115% of target). Accordingly, Dr. Gano's total compensation for the purposes of this calculation was $9,235,299. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 35 to 1. The CEO Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our CEO Pay Ratio measure in making compensation decisions. In addition to the information above, in order to reflect our employee compensation practices, we have also calculated the annual base salary of our median employee while taking only annual base salary into account, as well as the ratio of the base salary of our CEO as compared to the annual base salary of such median employee. In calculating the annual base salary of our median employee, we used the applicable methodology listed above. For fiscal 2024, the median of the annual base salary of our employees (other than Dr. Gano ) was $170,000, and the annualized base salary of our CEO, effective as of October 11, 2024, was $900,000. Based on this information, the ratio of the annualized base salary of our CEO to the median of the annual base salary of all employees (other than the CEO) was approximately 5 to 1. Neither the Compensation Committee nor our management used this ratio to make compensation decisions.

  67. ITEM 402(v) PAY VERSUS PERFORMANCE

    ITEM 402(v) PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay and the Compensation Committee does not utilize CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis.

  68. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our current and former Principal Executive Officer ("PEO") or CEO and the average compensation of the other non-PEO named executive officers ("Non-PEO NEOs") as reported in the Summary Compensation Table ("SCT") for the past five fiscal years, as well as Compensation Actually Paid ("CAP") as calculated under new SEC Pay-Versus-Performance ("PVP") disclosure requirements and certain performance measures required by the rules. The disclosure covers the five most-recent fiscal years.

  69. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Former PEO ($)(1) | Compensation Actually Paid to Former PEO ($)(2) | Summary Compensation Table Total for Current PEO ($)(3) | Compensation Actually Paid to Current PEO ($)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(5) | Average Compensation Actually Paid to Non-PEO NEOs ($)(6) | Total Shareholder Return ($)(7) | Peer Group Total Shareholder Return ($)(7) | GAAP Net Income (millions) ($)(8) | Net Product Sales (millions) ($)(9) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | $16,018,637 | $16,741,241 | $8,535,422 | $7,083,275 | $6,675,384 | $6,488,850 | $126.99 | $118.20 | $341.3 | $2,330.6 | | 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 |

  70. Required Tabular Disclosure of Pay Versus Performance

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Kevin C. Gorman, Ph.D. (Former PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in column (c) represent the amount of CAP for Dr. Gorman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Gorman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Gorman’s total reported compensation for 2024 to determine the CAP:

  71. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | | Total Compensation for Covered Fiscal Year ("FY") from Summary Compensation Table | $16,018,637 | | Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 13,999,837 | | 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 | 8,140,851 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | 5,193,013 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 1,367,672 | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | 20,905 | | 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) | $16,741,241 |

  72. Required Tabular Disclosure of Pay Versus Performance

    (3)The dollar amounts reported in column (d) are the amounts of total compensation reported for Kyle W. Gano, Ph.D. (Current PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Dr. Gano, formerly Neurocrine Biosciences' Chief Business Development and Strategy Officer, succeeded Dr. Gorman as the Company’s CEO, effective October 11, 2024. (4)The dollar amounts reported in column (e) represent the amount of CAP for Dr. Gano, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Gano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Gano’s total reported compensation for 2024 to determine the CAP:

  73. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | | Total Compensation for Covered Fiscal Year ("FY") from Summary Compensation Table | $8,535,422 | | Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 7,250,076 | | 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 | 4,402,908 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | 814,206 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 563,101 | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | 17,714 | | 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) | $7,083,275 |

  74. Required Tabular Disclosure of Pay Versus Performance

    (5)The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Matthew C. Abernethy, Eric Benevich, Jude Onyia, Ph.D., and Eiry W. Roberts, M.D.; (ii) for 2023, Matthew C. Abernethy, Kyle W. Gano, Ph.D., Darin M. Lippoldt, and Eiry W. Roberts, M.D.; (iii) for 2022, Matthew C. Abernethy, Eric Benevich, Jude Onyia, Ph.D., and Eiry W. Roberts, M.D.; (iv) for 2021, Matthew C. Abernethy, Eric Benevich, Kyle W. Gano, Ph.D., and Eiry W. Roberts, M.D; and (v) for 2020, Matthew C. Abernethy, Eric Benevich, Kyle W. Gano, Ph.D., and Eiry W. Roberts, M.D. (6)The dollar amounts reported in column (g) represent the average amount of CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total reported compensation for the Non-PEO NEOs for each year to determine the CAP, using the same methodology described above in Notes 2 and 4:

  75. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | | Total Compensation for Covered FY from Summary Compensation Table | $6,675,384 | | Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 5,487,510 | | 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 | 3,534,335 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | 1,286,100 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 488,933 | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | (8,392) | | 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) | $6,488,850 |

  76. Required Tabular Disclosure of Pay Versus Performance

    (7)The dollar amounts reflect the cumulative Total Shareholder Return (TSR) of our common stock (column (h)) and the Peer Group (column (i)) for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the NASDAQ Biotechnology Index, which the Company has identified as its peer group for purposes of Item 402(v) and which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (8)The dollar amounts reported in column (j) represent net income reflected in the Company’s audited financial statements for the applicable fiscal year. (9)As required by Item 402(v) of Regulation S-K, we have determined that Net Product Sales is the Company-Selected Measure. Dollar amounts reported for INGREZZA net product sales, which represent nearly all of the Company's total net product sales, are reflected in the Company's audited financial statements for the applicable fiscal year. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested options used an estimated term between 1.44 years and 6.76 years in fiscal 2024, as compared to an estimated term of 6.0 to 6.5 years used to calculate the grant date fair value of such awards, and (ii) the PRSUs assumed payout multipliers at current expectations, which range from 0% to 150% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target.

  77. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the Peer Group. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  78. DIRECTORS COMPENSATION SUMMARY

    DIRECTORS COMPENSATION SUMMARY

  79. Non-Employee Director Compensation Philosophy

    Non-Employee Director Compensation Philosophy Our non-employee director compensation philosophy is based on the following guiding principles: • Aligning the long-term interests of stockholders and directors; and • Compensating directors appropriately and adequately for their time, effort and experience. The elements of director compensation consist of annual cash retainers and equity awards, as well as customary and usual expense reimbursement in attending Board or committee meetings. In an effort to align the long-term interests of our stockholders and non-employee directors, the mix of cash and equity compensation has historically been, and is currently, weighted more heavily to equity. The Board and the Company’s stockholders have approved certain annual limits on compensation to be paid to the Company’s non-employee directors. Our 2020 Plan provides that the aggregate value of all compensation granted or paid by us to any individual for service as a non-employee director with respect to any period commencing on the date of the annual stockholders meeting for a particular year and ending on the date of the annual stockholders meeting for the next subsequent year (such period, the “annual period”), including awards granted under our 2020 Plan and cash fees paid to such non-employee director, will not exceed $1,250,000 in total value. In addition, the aggregate value of any equity award(s) granted by us to any individual for service as a non-employee director upon or in connection with his or her initial election or appointment to the Board of Directors will not exceed $2,000,000 in total value (such that the aggregate compensation granted or paid by us to any individual for service as a non-employee director with respect to an annual period in which such individual is first appointed or elected to the Board of Directors will not exceed $3,250,000 in total value). In March 2025, the Board approved lowering these annual limits on compensation to be paid to the Company's non-employee directors in connection with the adoption of the 2025 Plan. The 2025 Plan proposed for approval in Proposal Three of this Proxy Statement provides that the aggregate value of all compensation granted or paid by us to any individual for service as a non-employee director with respect to an annual period, including awards granted under our 2025 Plan and cash fees paid to such non-employee director, will not exceed $750,000 in total value. In addition, the aggregate value of any equity award(s) granted by us to any individual for service as a non-employee director upon or in connection with his or her initial election or appointment to the Board of Directors will not exceed $1,500,000 in total value (such that the aggregate compensation granted or paid by us to any individual for service as a non-employee director with respect to an annual period in which such individual is first appointed or elected to the Board of Directors will not exceed $2,250,000 in total value). For purposes of these limitations, the value of any equity awards is calculated based on the grant date fair value of such awards for financial reporting purposes. Our Compensation Committee regularly assesses, on at least an annual basis, our non-employee director compensation program in consultation with its independent compensation consultant, who provides analysis and input on recent developments, prevailing market practices, and recommends any changes to the program to our Board, who ultimately approves non-employee director compensation. The fiscal 2024 compensation for the Company’s non-employee directors was recommended by the Compensation Committee to the Board following the review of a report from FW Cook, its independent compensation consultant, which contained an analysis of prevailing market practices regarding levels and types of non-employee director compensation, including the non-employee director compensation practices of our peer group, which is described in the “Compensation Discussion and Analysis” section of this Proxy Statement, and a comparative assessment of our non-employee director compensation to such peers and market practices. In formulating its recommendations to the Board for fiscal 2024, the Compensation Committee did not engage in benchmarking or targeting compensation to a specific level of the peer group data provided by FW Cook, but rather used the peer data as a reference point in making non-employee director compensation recommendations. For 2024, the Compensation Committee determined that each non-employee director may elect to receive the full value of his or her annual award in the form of (i) restricted stock units, (ii) nonstatutory stock options, or (iii) 50% restricted stock units and 50% nonstatutory stock options. It is the Compensation Committee’s view that offering both stock options and restricted stock units provides a total compensation package that enables us to retain and attract highly skilled and qualified non-employee directors. Ultimately, the Board set fiscal 2024 non-employee director compensation in the forms and amounts it determined to be appropriate using its professional experience and judgment, after careful review of the FW Cook analysis and the Compensation Committee’s recommendations. Our director compensation for fiscal 2024 is described below.

  80. Non-Employee Director Compensation for 2024

    Non-Employee Director Compensation for 2024 For fiscal 2024, directors who are not employees of the Company earned a $60,000 annual cash retainer. The Company provided the Chair of the Board, William H. Rastetter, an additional $35,000, making his total annual cash retainer $95,000. In addition to the cash compensation set forth above, the Chair of the Audit Committee earned an additional $25,000 annual cash retainer, the Chair of the Compensation Committee earned an additional $20,000 annual cash retainer, the Chair of the Nominating / Corporate Governance Committee earned an additional $18,000 annual cash retainer, and the Chair of the Science and Medical Technology Committee earned an additional $20,000 annual cash retainer. Each other director who was a member of the Audit Committee, the Compensation Committee, the Nominating / Corporate Governance Committee, or the Science and Medical Technology Committee earned an additional annual cash retainer of $12,000, $12,000, $9,000, and $10,000, respectively, for each Committee on which she or he served. Non-employee directors are also reimbursed for expenses incurred in connection with performing their duties as directors of the Company. For fiscal 2024, the Board maintained the existing director annual equity award levels and on the date of the 2024 Annual Meeting of Stockholders, each continuing non-employee director received an annual equity award with an approximate grant date value of $400,000. Each non-employee director had the ability to elect to receive the full value of his or her annual award in the form of (i) restricted stock units, (ii) nonstatutory stock options, or (iii) 50% restricted stock units and 50% nonstatutory stock options. The restricted stock units granted to non-employee directors vest in full on the one-year anniversary of the date of grant. The options granted to non-employee directors have exercise prices equal to the closing price of the Company’s common stock on the date of the grant, are subject to a ten-year term, and vest in full on the one-year anniversary of the date of grant. Additionally, newly-appointed members of our Board of Directors received an initial equity award with an approximate grant value of $800,000 on their date of appointment. This initial equity award is comprised 100% of nonstatutory stock options, vests monthly over three years, and has a ten-year term. The following table sets forth the compensation earned for the fiscal year ended December 31, 2024 by the directors of the Company named below:

  81. Director Compensation Table

    Director Compensation Table

  82. Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash (2) | Option Awards (3) | Stock Awards (4) | Total | | William H. Rastetter, Ph.D. (5) | $101,250 | — | $400,025 | $501,275 | | Gary A. Lyons (6) | $70,000 | $200,003 | $200,082 | $470,085 | | Johanna Mercier (7) | $69,000 | $200,003 | $200,082 | $469,085 | | George J. Morrow (8) | $81,000 | — | $400,025 | $481,025 | | Leslie V. Norwalk (9) | $78,000 | $200,003 | $200,082 | $478,085 | | Christine A. Poon (10) | $81,541 | $200,003 | 200,082 | $481,626 | | Richard F. Pops (11) | $89,069 | — | $400,025 | $489,094 | | Shalini Sharp (12) | $99,000 | $200,003 | $200,082 | $499,085 | | Stephen A. Sherwin, M.D. (13) | $94,140 | — | $400,025 | $494,165 |

  83. Director Compensation Table

    (1)As discussed above in the Compensation Discussion and Analysis, Dr. Gano succeeded Dr. Gorman in the CEO role and also joined the Company’s Board of Directors effective October 11, 2024. Additionally, Dr. Gorman continues to serve as a Director. As compensation information for Drs. Gano and Gorman is included within the Summary Compensation Table above, these amounts are not separately provided in the Director Summary Compensation Table. Dr. Gano did not receive any compensation for his service on the Board of Directors. Dr. Gorman became eligible for, and started receiving compensation for, his service on the Board of Directors under our non-employee director compensation policy, effective as of October 12, 2024 when he ceased employment with us. (2)Amounts in this column reflect compensation earned in 2024. (3)The amounts shown represent the full grant date fair value of option awards granted in 2024 as determined pursuant to ASC 718. The assumptions used to calculate the value of such awards are set forth under Note 7 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All option awards were granted on the date of our 2024 annual meeting of stockholders; the grant date fair values of all option awards are based on a per share Black-Scholes value of $67.07. (4)The amounts shown represent the full grant date fair value of RSU awards granted in 2024 as determined pursuant to ASC 718. (5)As of December 31, 2024, Dr. Rastetter had outstanding options to purchase 127,154 shares of common stock and 2,869 outstanding RSUs. (6)As of December 31, 2024, Mr. Lyons had outstanding options to purchase 84,347 shares of common stock and 1,435 outstanding RSUs. (7)As of December 31, 2024, Ms. Mercier had outstanding options to purchase 43,009 shares of common stock and 1,435 outstanding RSUs. (8)As of December 31, 2024, Mr. Morrow had outstanding options to purchase 77,075 shares of common stock and 2,869 outstanding RSUs. (9)As of December 31, 2024, Ms. Norwalk had outstanding options to purchase 38,847 shares of common stock and 1,435 outstanding RSUs. (10)As of December 31, 2024, Ms. Poon had outstanding options to purchase 19,357 shares of common stock and 1,435 outstanding RSUs.. (11)As of December 31, 2024, Mr. Pops had outstanding options to purchase 77,075 shares of common stock and 2,869 outstanding RSUs. (12)As of December 31, 2024, Ms. Sharp had outstanding options to purchase 40,829 shares of common stock and 1,435 outstanding RSUs. (13)As of December 31, 2024, Dr. Sherwin had outstanding options to purchase 62,075 shares of common stock and 2,869 outstanding RSUs.

  84. Non-Employee Director Compensation for 2025

    Non-Employee Director Compensation for 2025 In 2025, upon the recommendation of the Compensation Committee and based on a review of our peer group companies and analysis performed by FW Cook, the Board increased the annual retainer for the non-executive Board Chair by $5,000 to a total of $40,000 annually. The Board maintained all equity compensation and all other annual cash retainers for non-employee directors at the 2024 levels.