DEF 14A of Neurocrine Biosciences Inc
Filed Apr 15, 2026 · FY20250000914475-26-000015
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 2028 Annual Meeting of Stockholders, and the directors in Class III hold office until the Annual Meeting (or, in each case, until their earlier resignation, removal from office, or death). After each such election, the elected directors in each such case will then serve in succeeding terms of three years and until a successor is duly elected and qualified. The biographies of each of our nominees for election to the Board of Directors as Class III directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board of Directors possesses the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.
Director Biographies of Class III Directors Nominated for Reelection at the 2026 Annual Meeting of Stockholders
Director Biographies of Class III Directors Nominated for Reelection at the 2026 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 and Corporate Affairs 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. 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.
Director Biographies of Class I and Class II Directors not Nominated for Reelection at the 2026 Annual Meeting of Stockholders
Director Biographies of Class I and Class II Directors not Nominated for Reelection at the 2026 Annual Meeting of Stockholders 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., 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, Modivcare Inc., 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. 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 served on the Board of Directors of Decibel Therapeutics, Inc., and The Sherwin-Williams Company. She currently serves on the Board of Directors of Prudential Financial, Inc., and Regeneron Pharmaceuticals, Inc., where she serves as the lead independent director. 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 of Iambic Therapeutics, Inc., a private company using artificial intelligence and laboratory automation to design and develop medicinal chemicals initially for oncology indications. Dr. Rastetter previously served as the Chairman of Grail, Inc., and as a director of the board of Regulus Therapeutics, Inc., prior to its acquisition by Novartis AG. 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.
Director Biographies of Class I and Class II Directors not Nominated for Reelection at the 2026 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 BeOne Medicines Ltd. (formerly BeiGene, Ltd.), a publicly traded oncology company, Organon & Co, a publicly traded healthcare company, and Septerna, Inc., a publicly traded clinical-stage biotechnology company. She also serves on the Board of Directors of Iambic Therapeutics, Inc., a private company using artificial intelligence and laboratory automation to design and develop medicinal chemicals initially for oncology indications, and serves as Chair of the Board of Directors for Mahzi Therapeutics, a private company focused on rare neurodevelopmental disorders. 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, and Innovent Biologics, Inc., a biopharmaceutical company publicly listed on the Main Board of the Hong Kong Stock Exchange. He is also an Advisory Partner with Third Rock Ventures. 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.
Information About Board Committees
Information About Board Committees The table below provides membership information for each of the committees of the Board during 2025.
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 director nominees standing for election at the 2026 Annual Meeting of Stockholders were most recently re-elected as directors at our 2023 Annual Meeting of Stockholders.
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION 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 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 2028 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 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 (whether by blood, marriage, or adoption) among the Company’s directors and executive officers. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The term of office for directors Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier will expire at the Annual Meeting. Upon the recommendation of the Nominating / Corporate Governance Committee, the Board has considered and nominated such incumbent directors, all of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting All of the nominees (Kevin C. Gorman, Ph.D., Gary A. Lyons, and Johanna Mercier) are currently Class III directors of the Company. Information about the nominees is set forth below as of the date of this Proxy Statement:
Nominees for Election at the Annual Meeting
| Name of Director | Age | Position in the Company | Director Since | | Kevin C. Gorman, Ph.D. (1) | 68 | Director | 2008 | | Gary A. Lyons (1) | 74 | Director | 1993 | | Johanna Mercier (2) | 56 | Director | 2021 |
Directors Continuing in Office
Directors Continuing in Office The Class I and II directors will remain in office after the 2026 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:
Directors Continuing in Office
| Name of Director | Age | Position in the Company | Director Since | | William H. Rastetter, Ph.D. (1) | 77 | Chairman of the Board | 2010 | | Kyle W. Gano, Ph.D. | 53 | Chief Executive Officer and Director | 2024 | | George J. Morrow (2)(3) | 74 | Director | 2015 | | Leslie V. Norwalk (2) | 60 | Director | 2019 | | Christine A. Poon (2)(4) | 73 | Director | 2023 | | Richard F. Pops (1)(3) | 64 | Director | 1998 | | Shalini Sharp (3)(4) | 51 | Director | 2020 | | Stephen A. Sherwin, M.D. (1)(4) | 77 | Director | 1999 |
Directors Continuing in Office
(1) Member of the Science and Medical Technology Committee. (2) Member of the Nominating / Corporate Governance Committee. (3) Member of the Compensation Committee. (4) Member of the Audit Committee. The nominees receiving the affirmative vote of a plurality of the shares represented in person or by proxy at the 2026 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 III 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 III nominees named above.
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 Amended 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.
2025 Compensation Program Highlights
2025 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 2025. •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 2025, the percentage of pay that is “at risk” for our CEO and NEOs (excluding Dr. Keswani, who commenced employment with us in June 2025) is approximately 76% and 73%, respectively, helping us align pay with performance (refer to "Pay for Performance / At-Risk Pay" below). • Base Salary Adjustments - Salary increases for 2025 were generally due to Company performance in 2024 and maintaining competitive market positioning relative to market data. Merit-based increases for NEOs (excluding Dr. Keswani) ranging from 2.2% – 6.5% were approved for 2025. •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 NEO. Corporate goals are selected to directly align with our specific strategic goals that we believe will create long-term stockholder value. For 2025, we achieved our corporate goals at an overall level of 105% and we paid an annual cash incentive award to our CEO at 105% of target and to our other NEOs at 115% - 149% 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 2025, the target equity award mix for our NEOs was approximately 50% stock options, 30% PRSUs, and 20% RSUs. •PRSU Payouts Linked to Performance - The performance conditions for PRSUs granted to our NEOs in 2023 with a performance period ending on December 31, 2025 were achieved above target, resulting in a payout of 125% of target for these PRSUs.
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 and the aggregate 2025 compensation mix for the other NEOs as a group (excluding Dr. Keswani, who commenced employment with us in June 2025). 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 2025 Summary Compensation Table.
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. Currently, 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.
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 excise tax 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 | |
Overall Compensation Determination Process
In weighing its recommendations for executive officer compensation for 2025, 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 2025 compensation decisions: •carried out a comprehensive review of our peer group for use in making 2025 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; •provided compensation data, relevant pay survey data and other analysis and recommendations with respect to the compensation package for Dr. Keswani in connection with his appointment as Chief Medical Officer in June 2025; •provided a competitive assessment of, and comparison to, incentive design and executive officer pay program structure based on peer group data; •conducted a comprehensive pay for performance assessment; •provided recommendations regarding the annual cash incentive and long-term equity incentive program design for 2025; •assisted the Compensation Committee with the design of 2025 pay programs consistent with the Company’s business strategy and pay philosophy; •provided background information and data for 2025 adjustments to the Company’s executive officer compensation program consistent with good governance practices and the Company’s objectives; and •prepared an analysis of the Board of Directors’ 2025 compensation program. The Compensation Committee annually assesses whether the work of its compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services, if any, to the Company by the compensation consultant; (ii) the amount of fees the Company paid to the compensation consultant as a percentage of the firm’s total revenue; (iii) the compensation consultant’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation consultant or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by the compensation consultant or the individual compensation advisors employed by the firm. The Compensation Committee has determined, based on its analysis of the above factors, that there was no conflict of interest with respect to FW Cook providing services to the Compensation Committee.
Competitive Assessment of Compensation—Peer Group and Market Data
Competitive Assessment of Compensation—Peer Group and Market Data 2025 Peer Group. In September 2024, when developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2025, FW Cook selected commercial biopharmaceutical companies with revenues generally between $400 million and $9.89 billion, market capitalization generally between $2.8 billion and $33.7 billion, and employee headcount generally between 630 and 10,000, 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 the following peer group to be used in connection with making compensation decisions for 2025:
Competitive Assessment of Compensation—Peer Group and Market Data
| ACADIA Pharmaceuticals, Inc. (ACAD) | Alkermes plc (ALKS) | Alnylam Pharmaceuticals, Inc. (ALNY) | | argenx SE (ARGX) | BeOne Medicines Ltd. (ONC) | Biogen Inc. (BIIB) | | Biomarin Pharmaceutical Inc. (BMRN) | Exelixis, Inc. (EXEL) | Incyte Corporation (INCY) | | Ionis Pharmaceuticals, Inc. (IONS) | Jazz Pharmaceuticals plc (JAZZ) | Moderna, Inc. (MRNA) | | Organon & Co. (OGN) | Sarepta Therapeutics, Inc. (SRPT) | Ultragenyx Pharmaceutical Inc (RARE) | | United Therapeutics Corporation (UTHR) | | |
Competitive Assessment of Compensation—Peer Group and Market Data
The 2025 peer group reflects the following changes from our 2024 peer group: (i) the removal of Karuna Therapeutics, Inc. and Horizon Therapeutics plc due to acquisitions, and (ii) the addition of Biogen Inc and Moderna, Inc, each of which generally met the criteria set forth above. At the time of approval of our 2025 peer group (which occurred in September 2024), our Company was approximately in the 51st percentile of the peer group for market capitalization and in the 47th percentile of the peer group for revenue. 2025 Market Data. In late 2024, FW Cook completed an assessment of executive officer compensation based on the 2025 peer group to inform the Compensation Committee’s determinations of executive officer compensation for 2025. The data for this assessment was compiled from multiple sources, including: (i) the 2025 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 2025. Use of 2025 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.”
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 that vest based on continued service over time, as well as PRSUs that 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.
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 or changes in role. | | 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, is 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. |
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. We may also provide relocation expense reimbursement, which is negotiated on an individual basis with executive officers, in a manner consistent with our internal guidelines. 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 require 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. |
2025 Annual Cash Incentives
2025 Annual Cash Incentives In March 2025, the Compensation Committee approved the 2025 target bonus opportunities, expressed as a percentage of an NEO’s base salary, shown in the table below. To better align total target compensation with market and peer practices, the Compensation Committee increased the target annual bonus opportunity for each NEO other than our CEO from 50% to 60% of base salary for the 2025 performance year, while determining that our CEO’s existing target bonus opportunity remained appropriate and did not require adjustment.
2025 Annual Cash Incentives
| Executive Officer | 2025 Target Bonus (% of Base Salary) | | Chief Executive Officer | 100% | | All Other Executive Officers | 60% |
2025 Annual Cash Incentives
In January 2025, the Compensation Committee approved the corporate goals for our 2025 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 net revenue targets for INGREZZA and CRENESSITY, ensuring the successful commercial 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 2025 in order to enable a holistic assessment of complementary goals that collectively reflect achievement of our 2025 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 February 2026, 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 2025 corporate goals. The Compensation Committee assessed 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 and CRENESSITY net sales goals; (ii) the successful commercial launch of CRENESSITY; and (iii) the expansion and advancement of our clinical pipeline. The Compensation Committee further determined that the Company underachieved the INGREZZA net sales goal of $2.55 billion, although it increased overall market share of INGREZZA during 2025; exceeded net sales and all other goals for CRENESSITY; over achieved the most critical goals associated with the advancement of the Company's clinical pipeline; and achieved a number of other important goals. After considering these results, the Compensation Committee determined our 2025 corporate goal achievement at 105%.
2025 Annual Cash Incentives
| Business Area / Initiative | Target | Achievements / Relevant Developments | Overall Achievement | | Commercial Activities | INGREZZA: | | Achieved in Part | | | •Achieve INGREZZA net sales in 2025 of $2.55B | •INGREZZA net sales for 2025 were $2.51B | | | | •Achieve INGREZZA new prescription growth rate greater than new prescription growth rate of competitor | •Achieved a new prescription growth rate for INGREZZA that exceeded the new prescription growth rate of its competitor | | | | CRENESSITY: | | Over Achieved | | | •Achieve CRENESSITY net sales consistent with the Company's commercial plan | •Achieved CRENESSITY net sales in 2025 of $301.2M, which substantially exceeded commercialization objectives for CRENESSITY | | | | •Achieve strong growth in new patient enrollment starts for CRENESSITY | •Achieved new patient enrollment starts that significantly exceeded the goal | | | Maximize and Evolve the Clinical Pipeline | Phase 3 Portfolio: | | Achieved in Part | | | •Report topline data for Phase 3 study of valbenazine in patients with dyskinesia due to cerebral palsy (DCP) | •Announced the Phase 3 study of valbenazine in patients with DCP did not meet primary or key secondary endpoints | | | | •Report topline data for Phase 3 study of valbenazine for the adjunctive treatment of schizophrenia | •Announced Phase 3 study of valbenazine for the adjunctive treatment of schizophrenia did not meet the primary endpoint | | | | •Initiate and meet enrollment goal for Phase 3 study for osavampator in major depressive disorder (MDD) | •Initiated Phase 3 study and met enrollment target for osavampator in MDD | | | | •Initiate and meet enrollment goal for Phase 3 study for direclidine in schizophrenia | •Initiated Phase 3 study and met enrollment target for direclidine in schizophrenia | | | | Phase 2 Proof-of-Concept Studies: | | Achieved in Part | | | •Report topline data for Phase 2 study of NBI-770 in MDD | •Announced the Phase 2 study of NBI-770 for the potential treatment of MDD did not meet the primary endpoint | | | | •Initiate two Phase 2 studies | •Submitted two clinical trial applications for Phase 2 studies during 2025 | | | | Phase 1 Studies and Development Candidates: | | Over Achieved in Part | | | •Initiate four Phase 1 studies | •Submitted four clinical trial applications for Phase 1 studies during 2025 | | | | •Declare four or more new development candidates | •Identified six new development candidates during 2025 | | | Business Structure and People | •Strengthen people leader accountability for effectively managing their teams, fostering engagement, and driving performance | •Expanded people leader training and tools to deliver timely, actionable feedback and stronger performance conversations that improve team engagement and results | Over Achieved | | | •Define R&D to commercialization strategy for Europe (including crinecerfont, EFMODY, and ALKINDI (US/EU)) | •Defined the commercialization strategy for crinecerfont in Europe and divested EFMODY and ALKINDI assets | | | Financial/Operational | •Meet 2025 annual budget for non-GAAP net income | •Met 2025 annual budget for non-GAAP net income | Achieved | | | •Strengthen resilience against cyber threats throughout our business processes and IT infrastructure | •Strengthened resilience against cyber threats across business processes and IT infrastructure | | | Legal | Continue to maintain company culture of integrity, ethics and compliance | Enhanced compliance training and related communications, with a “tone at the middle” focus | Achieved | | Overall Achievement: | | | 105% |
2025 Annual Cash Incentives
Notwithstanding the Compensation Committee’s determination of our 2025 corporate goal achievement at 105%, 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 February 2026, 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, each NEO, other than our CEO, was awarded an increased bonus payout amount in recognition of their outstanding performance for the reasons set forth below: •Mr. Abernethy, in recognition of his leadership in achieving the Company’s 2025 financial and operational goals, overseeing the rollout of the Company’s artificial intelligence strategy and capabilities, and completing the divestment of Neurocrine Group Limited and its subsidiaries (including the ALKINDI and EFMODY assets). •Mr. Benevich, in recognition of his contributions to the Company’s achievement of its 2025 commercial objectives, including increasing INGREZZA’s overall market share during 2025 and the successful commercial launch of CRENESSITY, which exceeded expectations. •Dr. Keswani, in recognition of his role in expanding and advancing the Company’s clinical development programs, including the initiation of four Phase 1 and two Phase 2 clinical studies, as well as the initiation and oversight of the Phase 3 programs, including osavampator and direclidine. •Dr. Onyia, in recognition of his role in the Company exceeding its 2025 development program goals, including the initiation, discovery, and development of small molecules and biologics leading to four Phase 1 clinical studies and the identification of six new development candidates. •Dr. Roberts, in recognition of her role in the Company advancing its clinical development programs during 2025, supporting the commercial launch of CRENESSITY, and completing an effective transition of Chief Medical Officer responsibilities to Dr. Keswani. After making these determinations, the Compensation Committee approved the bonus payout amounts set forth in the table below.
2025 Annual Cash Incentives
| | 2025 Target Bonus | | 2025 Actual Bonus Paid | | | Named Executive Officer | % of Base Salary | $ | % of Target Bonus | $ | | Kyle W. Gano, Ph.D., Chief Executive Officer | 100% | $920,000 | 105% | $966,000 | | Matthew C. Abernethy, Chief Financial Officer | 60% | $435,548 | 121% | $526,000 | | Eric Benevich, Chief Commercial Officer | 60% | $401,214 | 115% | $463,000 | | Sanjay Keswani, M.D., Chief Medical Officer (1) | 60% | $227,589 | 116% | $263,000 | | Jude Onyia, Ph.D., Chief Scientific Officer | 60% | $432,312 | 149% | $645,000 | | Eiry W. Roberts, M.D., Strategic Advisor | 60% | $438,840 | 121% | $530,000 |
2025 Annual Cash Incentives
(1)Dr. Keswani's bonus was pro-rated due to his commencement of employment with us in June 2025. New Hire Inducement Advance. In addition, in connection with his commencement of employment as Chief Medical Officer in June 2025, Dr. Keswani also received a one-time cash inducement advance of $225,000, which was earned upon his successful completion of three months of employment with the Company, as discussed further below.
2025 Long-Term Equity Awards
2025 Long-Term Equity Awards Annual Equity Award Grants and Mix. In the first quarter of 2025, 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 NEOs. For 2025, the Compensation Committee approved a standardized equity award mix for all NEOs, including our CEO, under which approximately 50% of the aggregate grant-date value of long-term equity awards was delivered in the form of stock options, 30% in the form of PRSUs and 20% in the form of RSUs. The Compensation Committee believes that this mix appropriately balances a strong orientation toward long-term performance and stock price appreciation, through stock options and PRSUs, with a meaningful RSU component that provides more stable, predictable equity compensation to support retention while continuing to align executive compensation with long-term stockholder value. New Hire Equity Award Grants. In connection with his commencement of employment as Chief Medical Officer in June 2025, Dr. Keswani received (i) an initial stock option grant with a Black-Scholes value of approximately $4,000,000, 25% of which will vest on the first anniversary of the grant date and the remainder of which will vest in equal monthly installments thereafter over three years, (ii) a new hire grant of RSUs with a value of approximately $1,600,000, which will vest in equal annual installments over four years, (iii) a new hire grant of PRSUs with a target value of approximately $975,000, which has the same performance metrics and vesting terms as the PRSUs awarded to our other executive officers in the second quarter of 2024, and (iv) a new hire grant of PRSUs with a target value of approximately $1,425,000, which has the same performance metrics and vesting terms as the PRSUs awarded to our other executive officers in the first quarter of 2025, as described below. The mix of these new hire awards was consistent with the standardized 2025 NEO equity award mix described above, with approximately 50% delivered in stock options, 30% in PRSUs and 20% in RSUs. Accordingly, approximately 30% of the equity award package was performance-based and approximately 80% was delivered in at-risk equity, consisting of the stock option grant, which will provide value only to the extent of future stock price appreciation, and the PRSUs, which remain subject to applicable performance conditions. In approving these awards, the Compensation Committee considered compensation market data for chief medical officers (including data from our peer group and other relevant market sources), the scope and responsibilities of the role and Dr. Keswani’s experience, as well as the value of certain equity-based compensation and ownership opportunities that he forfeited in connection with his departure from his prior employer, and determined that the size, mix and vesting terms of his new hire equity awards were appropriate to attract and retain him and to align his interests with those of our stockholders. Size of 2025 Equity Awards. In determining the size of the total equity compensation opportunity in 2025, 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 2025 long-term equity awards for our NEOs (other than Dr. Keswani, who joined the Company in June 2025 and whose new hire equity awards are described above):
2025 Long-Term Equity Awards
| | Stock Options | | RSUs | | PRSUs | | | | Named Executive Officer | $* | # of Shares | $* | # of Shares | $* | # of Shares (Target) | Total ($*) | | Kyle Gano, Ph.D., CEO | $5,750,000 | 104,736 | $2,300,000 | 19,628 | $3,450,000 | 29,442 | $11,500,000 | | Matthew Abernethy, CFO | $2,500,000 | 45,538 | $1,000,000 | 8,534 | $1,500,000 | 12,801 | $5,000,000 | | Eric Benevich, Chief Commercial Officer | $2,350,000 | 42,805 | $940,000 | 8,022 | $1,410,000 | 12,033 | $4,700,000 | | Jude Onyia, Ph.D., Chief Scientific Officer | $3,000,000 | 54,645 | $1,200,000 | 10,241 | $1,800,000 | 15,361 | $6,000,000 | | Eiry Roberts, M.D., Strategic Advisor | $2,375,000 | 43,261 | $950,000 | 8,108 | $1,425,000 | 12,161 | $4,750,000 |
2025 Long-Term Equity Awards
* Represents the target grant date fair value of the awards approved by the Compensation Committee. 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. 2025 Equity Award Vesting Criteria. The Compensation Committee determined that the annual equity grants made in February 2025 vest as follows: (i) the stock options vest in equal monthly installments over a four-year period, subject to continued service through each such date; (ii) the RSUs vest in equal annual installments over a four-year period, subject to continued service through each such date; 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, 2027, subject to continued service through such determination date, other than with respect to the PRSU award granted to Dr. Roberts, which does not require continued service through the performance period. The metrics underlying the PRSUs target certain market share growth and business development objectives that we believe will drive stockholder value within the three-year performance period ending on December 31, 2027. 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, 2025 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 2028 following the Compensation Committee’s determination of performance and certification.
2023 PRSUs: Performance and Payout
2023 PRSUs: Performance and Payout In May 2023, 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, 2025 (the “2023 PRSUs”). The first performance metric underlying the 2023 PRSUs, with a relative weighting of 50% at target performance, was based on the number of investigational new drug (IND) applications or clinical trial applications submitted to the FDA for a biologic (the "IND Biologic Metric"). The specific performance targets underlying the IND Biologic Metric, as well as the payout levels at minimum, target, and overperform achievement levels for the IND Biologic Metric, are set forth in the table below. If the Company failed to file any INDs for a biologic during the performance period, then no portion of the underlying RSUs associated with the IND Biologic Metric would vest.
2023 PRSUs: Performance and Payout
| Achievement Level | Performance Targets | Payout Level (as a % of target with respect to the IND Biologic Metric) | Contribution to Overall PRSU Payout (% of total target) | | Minimum | Company files one IND for a biologic during the performance period | 50% | 25% | | Target | Company files two INDs for biologics during the performance period | 100% | 50% | | Overperform | Company files three INDs for biologics during the performance period | 150% | 75% | | Maximum | - | - | - |
2023 PRSUs: Performance and Payout
The second performance metric underlying the 2023 PRSUs, with a relative weighting of 50% at target performance, was based on the Company obtaining regulatory approvals and launching crinecerfont for the treatment of CAH in the U.S. (the "CAH Metric"). The specific performance conditions underlying the CAH Metric, as well as payout levels at minimum, target, overperform, and maximum achievement levels of the CAH Metric are set forth in the table below. Assuming a target level of achievement for both the IND Biologic Metric and the CAH Metric, the relative weight of the CAH Metric is 50% of the total 2023 PRSU award. If the Company failed to achieve the CAH Metric within the performance period, then no portion of the underlying RSUs associated with the CAH Metric would vest.
2023 PRSUs: Performance and Payout
| Achievement Level | Performance Targets | Payout Level (as a % of target with respect to the CAH Metric) | Contribution to Overall PRSU Payout (% of total target) | | Minimum | Approval of crinecerfont for the treatment of CAH in the U.S. | 60% | 30% | | Target | Approval of crinecerfont for the treatment of CAH in the U.S. and commercial launch of crinecerfont in the U.S. | 100% | 50% | | Overperform | Achievement of either (A) or (B) below: (A) (1) Approval of crinecerfont for the treatment of CAH in the U.S. via priority review, and (2) the commercial launch of crinecerfont in the U.S.; or (B) (1) Approval of crinecerfont for the treatment of CAH in the U.S., (2) the commercial launch of crinecerfont in the U.S., and (3) the filing of a Marketing Authorization Application for crinecerfont for the treatment of CAH in the European Union | 150% | 75% | | Maximum | Achievement of the following: (1) Approval of crinecerfont for the treatment of CAH in the U.S. via priority review, (2) the commercial launch of crinecerfont in the U.S., and (3) the filing of a Marketing Authorization Application for crinecerfont for the treatment of CAH in the European Union; provided that the Company filed at least one IND for a biologic during the performance period | 250% | 125% |
2023 PRSUs: Performance and Payout
In February 2026, the Compensation Committee certified that (1) the Company had filed two INDs for biologics during the performance period and that the IND Biologic was achieved at the target performance level, and (2) the FDA approved crinecerfont for the treatment of CAH in the U.S. via priority review and the Company had commercially launched crinecerfont in the U.S. during the performance period, resulting in the CAH Metric being achieved at the overperform performance level. Accordingly, the Compensation Committee approved a payout at 125% of the target amounts for the 2023 PRSUs held by each NEO (other than Dr. Keswani).
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 through February 2025, severance benefits were set forth in each NEO’s employment agreement with the Company. In early 2025, the Compensation Committee determined it was appropriate to revise the severance benefits for our executive officers, including the NEOs and accordingly, the Compensation Committee adopted the Executive Severance Plan, which supersedes and replaces the severance benefits provided under individual employment agreements. The transition to a plan-based framework, rather than separate employment agreements for each NEO, promotes uniformity in the applicable terms and conditions across our NEOs and facilitates consistent administration and interpretation of the severance benefits. In addition, in connection with Dr. Roberts’s transition from our Chief Medical Officer to a strategic advisor, Dr. Robert’s entered into an amended and restated employment agreement, which provides severance benefits that are substantially the same as the severance benefits under the Executive Severance Plan. 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 2025” and “Executive Severance Plan” below.
Equity Trading Policies and Procedures; Prohibition on Hedging and Pledging
Equity Trading Policies and Procedures; Prohibition on Hedging and Pledging 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 2025, 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.
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. 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. In February 2026, the Compensation Committee adopted an executive officer equity grant-timing policy providing that equity awards to executive officers will not be granted with a grant date during the period beginning four business days before and ending one business day after (i) the filing of an Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or (ii) the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information (the “Covered Period”). For annual equity grants made to all employees, including executive officers, if the date of approval of such grants occurs during a closed trading window, the effective grant date will be the second business day following the filing of the Company’s Annual Report on Form 10-K for the applicable fiscal year. The executive officer equity grant-timing policy also provides that new-hire equity awards for newly appointed executive officers will be granted on the date the executive officer commences employment, unless that date falls within a Covered Period, in which case the grant date will be the second business day following the filing or furnishing, as applicable, of the relevant Form 10-K, Form 10-Q, or Form 8-K. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features or other equity awards. Our eligible non-employee directors receive automatic grants of initial and annual RSUs and/or stock options at the time of a director’s initial appointment or election to the Board of Directors and as of the date of each annual meeting of our stockholders, in accordance with our director compensation policy as further described under the section entitled “Director Compensation Summary” below.
Summary Compensation Table
Summary Compensation Table
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. | 2023 | $602,912 | $331,602 | $3,187,536 | $1,812,563 | $55,602 | $5,990,215 | | Chief Executive Officer | 2024 | $698,217 | $536,906 | $3,549,970 | $3,700,106 | $50,223 | $8,535,422 | | | 2025 | $920,000 | $966,000 | $5,750,006 | $5,750,023 | $62,906 | $13,448,935 | | Matthew C. Abernethy | 2023 | $646,061 | $355,335 | $3,187,536 | $1,812,563 | $56,387 | $6,057,882 | | Chief Financial Officer | 2024 | $684,824 | $452,840 | $2,799,904 | $2,599,987 | $57,646 | $6,595,201 | | | 2025 | $725,913 | $526,000 | $2,500,036 | $2,499,918 | $60,045 | $6,311,912 | | Eric Benevich (6) | 2024 | $636,848 | $366,188 | $2,449,932 | $2,800,081 | $53,115 | $6,306,164 | | Chief Commercial Officer | 2025 | $668,690 | $463,000 | $2,349,995 | $2,349,928 | $57,334 | $5,888,947 | | Sanjay Keswani, M.D. (7) | 2025 | $379,167 | $488,000 | $3,999,963 | $4,000,120 | $140,553 | $9,007,803 | | Chief Medical Officer | | | | | | | | | Jude Onyia, Ph.D. (8) | 2023 | $638,250 | $526,038 | $3,375,024 | $2,625,124 | $58,780 | $7,223,216 | | Chief Scientific Officer | 2024 | $676,545 | $505,717 | $3,359,848 | $2,440,182 | $53,559 | $7,035,851 | | | 2025 | $720,520 | $645,000 | $3,000,011 | $2,999,925 | $45,313 | $7,410,769 | | Eiry W. Roberts, M.D. | 2023 | $660,348 | $399,511 | $2,625,024 | $2,125,112 | $63,852 | $5,873,847 | | Strategic Advisor | 2024 | $686,761 | $513,354 | $3,150,017 | $2,350,087 | $64,099 | $6,764,318 | | | 2025 | $731,400 | $530,000 | $2,375,029 | $2,375,004 | $61,599 | $6,073,032 |
Summary Compensation Table
(1)The titles and capacities set forth in the table above are as of December 31, 2025. (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). (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 PRSU values included in the table above are based on the target number of shares subject to the PRSU awards, which reflects the probable outcome of the performance conditions as of the grant date. If the highest level of performance metrics are achieved, the PRSU values based on the maximum number of shares issuable to each NEO for 2025 are as follows: Dr. Gano – $6,900,000, Mr. Abernethy – $3,000,000, Mr. Benevich – $2,820,000, Dr. Keswani – $4,068,750, Dr. Onyia – $3,600,000, and Dr. Roberts – $2,850,000. (5)Includes all other compensation as described in the table below. (6)Mr. Benevich was not a named executive officer during fiscal year 2023. (7)Dr. Keswani joined the Company as our Chief Medical Officer on June 2, 2025. For 2025, the amount reported in the “Bonus” column for Dr. Keswani also includes a one-time cash inducement payment of $225,000, which was earned upon his completion of three months of employment with the Company, as described under "Agreements with Named Executive Officers Effective During Fiscal Year 2025" below. (8)For 2023, the Company paid Dr. Onyia a one-time cash inducement payment of $175,000, which is included in the "Bonus" column. This amount was previously included in "All Other Compensation." Dr. Onyia's total compensation for 2023 is unchanged.
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025 The following table sets forth certain information regarding plan-based awards granted by the Company during 2025 to the NEOs below:
Grants of Plan-Based Awards During 2025
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise Price of Option Awards ($/Sh)(2) | Grant Date Fair Value (3) | | Name | Approval Date | Grant Date | Minimum (#) | Target (#) | Overperform (#) | Maximum (#) | | | | | | Kyle W. Gano, Ph.D. | 1/30/2025 | 2/12/2025 | | | | | 19,628 | | | $2,300,009 | | | 1/30/2025 | 2/12/2025 (1) | 17,666 | 29,442 | 44,162 | 58,884 | | | | $3,450,014 | | | 1/30/2025 | 2/12/2025 | | | | | | 104,736 | $117.18 | $5,750,006 | | Matthew C. Abernethy. | 1/30/2025 | 2/12/2025 | | | | | 8,534 | | | $1,000,014 | | | 1/30/2025 | 2/12/2025 (1) | 7,680 | 12,800 | 19,202 | 25,602 | | | | $1,499,904 | | | 1/30/2025 | 2/12/2025 | | | | | | 45,538 | $117.18 | $2,500,036 | | Eric Benevich | 1/30/2025 | 2/12/2025 | | | | | 8,022 | | | $940,018 | | | 1/30/2025 | 2/12/2025 (1) | 7,220 | 12,032 | 18,050 | 24,066 | | | | $1,409,910 | | | 1/30/2025 | 2/12/2025 | | | | | | 42,805 | $117.18 | $2,349,995 | | Sanjay Keswani, M.D. | 3/6/2025 | 6/2/2025 | | | | | 12,846 | | | $1,600,098 | | | 3/6/2025 | 6/2/2025 (1) | 6,864 | 11,440 | 17,160 | 22,880 | | | | $1,424,966 | | | 3/6/2025 | 6/2/2025 | | | | | | 70,101 | $124.56 | $3,999,963 | | | 3/6/2025 | 6/2/2025 (1) | 6,262 | 7,828 | — | 9,785 | | | | $975,056 | | Jude Onyia, Ph.D. | 1/30/2025 | 2/12/2025 | | | | | 10,241 | | | $1,200,040 | | | 1/30/2025 | 2/12/2025 (1) | 9,216 | 15,360 | 23,042 | 30,722 | | | | $1,799,885 | | | 1/30/2025 | 2/12/2025 | | | | | | 54,645 | $117.18 | $3,000,011 | | Eiry W. Roberts, M.D. | 1/30/2025 | 2/12/2025 | | | | | 8,108 | | | $950,095 | | | 1/30/2025 | 2/12/2025 (1) | 7,296 | 12,160 | 18,242 | 24,322 | | | | $1,424,909 | | | 1/30/2025 | 2/12/2025 | | | | | | 43,261 | $117.18 | $2,375,029 |
Grants of Plan-Based Awards During 2025
(1)Represents the number of shares that may be earned under the PRSUs granted to NEOs in 2025 under the 2020 Plan and Amended 2025 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, 2027. Such metrics relate to certain market share growth and business development objectives which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2025 and ending on December 31, 2027. In addition, Dr. Keswani received a new hire grant of PRSUs with a target value of approximately $975,000, which has the same performance metrics and vesting terms as the PRSUs awarded to our other executive officers in March 2024. The performance metrics for this new hire award PRSU relate to certain revenue diversification achievements and business development objectives during the 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. The PRSUs granted in June 2025 to Dr. Keswani as a new-hire award, which have the same performance metrics and vesting terms as the PRSUs granted to the Company’s executive officers in March 2024, provide for minimum, target and maximum payout levels only; accordingly, the “overperform” level is not applicable to such PRSUs. (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. All option awards are time-based awards, and, other than the new hire option award granted to Dr. Keswani, vest monthly, on a pro-rata basis, over four years and have an option term of ten years. The new hire option award granted to Dr. Keswani vest as to 25% on the first anniversary of the grant date and the remainder vest in equal monthly installments thereafter over three years. All RSUs vest annually, on a pro-rata basis, over a four-year period. (3)Reflects the grant date per share Black-Scholes value of $54.90 and $57.06 for option awards granted on February 12, 2025 and June 2, 2025, respectively. The grant date per share value of $117.18 and $124.56 for RSUs granted on February 12, 2025 and June 2, 2025, respectively, and $117.18 and $124.56 for PRSUs which were granted on February 12, 2025 and June 2, 2025, all of which were calculated in accordance with ASC 718.
Outstanding Equity Awards Table
Outstanding Equity Awards Table
Outstanding Equity Awards Table
| | Option Awards | | | | | | Stock Awards | | | | | Name | Award Grant and Commencement of Vesting Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Kyle W. Gano, Ph.D. | 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 | 49,049 | — | — | $117.63 | 2/8/2031(2) | — | — | — | — | | | 1/31/2022 | 78,059 | 1,661 | — | $79.02 | 1/31/2032(2) | 2,927 | 415,136 | — | — | | | 2/13/2023 | 45,184 | 18,605 | — | $103.52 | 2/13/2033(2) | 5,132 | 727,872 | — | — | | | 5/19/2023 | — | — | — | — | | 9,968(6) | 1,413,761 | — | — | | | 2/13/2024 | 20,652 | 24,406 | — | $133.84 | 2/13/2034(2) | 6,725 | 953,807 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 12,550(7) | 1,779,967 | | | 11/1/2024 | 3,614 | 9,730 | — | $122.21 | 11/1/2034(2) | 1,842 | 261,251 | 3,683(7) | 522,360 | | | 2/12/2025 | 21,820 | 82,916 | | $117.18 | 2/12/2035(2) | 19,628 | 2,783,839 | 29,442(8) | 4,175,759 | | 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 | 49,049 | — | — | $117.63 | 2/8/2031(2) | — | — | — | — | | | 1/31/2022 | 64,979 | 1,383 | — | $79.02 | 1/31/2032(2) | 2,437 | 345,640 | — | — | | | 2/13/2023 | 45,184 | 18,605 | — | $103.52 | 2/13/2033(2) | 5,132 | 727,872 | — | — | | | 5/19/2023 | — | — | — | — | | 9,968(6) | 1,413,761 | — | — | | | 2/13/2024 | 20,652 | 24,406 | | $133.84 | 2/13/2034(2) | 6,725 | 953,807 | — | | | | 3/18/2024 | — | — | — | — | | — | — | 10,040(7) | 1,423,973 | | | 2/12/2025 | 9,487 | 36,051 | | $117.18 | 2/12/2035(2) | 8,534 | 1,210,377 | 12,801(8) | 1,815,566 | | Eric Benevich | 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 | 49,049 | — | — | $117.63 | 2/8/2031(2) | — | — | — | — | | | 1/31/2022 | 33,845 | 1,302 | — | $79.02 | 1/31/2032(2) | 2,294 | 325,358 | — | — | | | 2/13/2023 | 36,679 | 15,103 | — | $103.52 | 2/13/2033(2) | 4,166 | 590,864 | — | — | | | 5/19/2023 | — | — | — | — | | 16,613(6) | 2,356,222 | — | — | | | 2/13/2024 | 18,070 | 21,356 | — | $133.84 | 2/13/2034(2) | 5,885 | 834,670 | — | | | | 3/18/2024 | | — | — | — | | — | — | 12,550(7) | 1,779,967 | | | 2/12/2025 | 8,918 | 33,887 | | $117.18 | 2/12/2035(2) | 8,022 | 1,137,760 | 12,033(8) | 1,706,641 | | Sanjay Keswani, M.D. | 6/2/2025 | — | 70,101 | | $124.56 | 6/2/2035(1) | 12,846 | 1,821,948 | 7,828(7) | 1,110,245 | | | 6/2/2025 | — | — | — | — | | — | — | 11,441(8) | 1,622,677 | | Jude Onyia, Ph.D. | 11/29/2021 | 39,988 | — | — | $84.74 | 11/29/2031(1) | — | — | — | — | | | 1/31/2022 | 6,329 | 135 | — | $79.02 | 1/31/2032(2) | 238 | 33,756 | — | — | | | 2/13/2023 | 47,842 | 19,699 | — | $103.52 | 2/13/2033(2) | 5,434 | 770,704 | — | — | | | 5/19/2023 | — | — | — | — | | 19,935(6) | 2,827,381 | — | — | | | 2/13/2024 | 24,782 | 29,287 | — | $133.84 | 2/13/2034(2) | 8,070 | 1,144,568 | — | — | | | 3/18/2024 | | | — | — | | | | 7,172(7) | 1,017,205 | | | 2/12/2025 | 11,384 | 43,261 | — | $117.18 | 2/12/2035(2) | 10,241 | $1,452,481 | 15,361(8) | 2,178,651 | | Eiry W. Roberts, M.D | 2/7/2019 | 19,720 | — | — | $81.05 | 2/7/2029(2) | — | — | — | — | | | 2/6/2020 | 34,927 | — | — | $102.90 | 2/6/2030(2) | — | — | — | — | | | 2/8/2021 | 49,049 | — | — | $117.63 | 2/8/2031(2) | — | — | — | — | | | 1/31/2022 | 59,699 | 1,571 | — | $79.02 | 1/31/2032(2) | 2,769 | 392,727 | — | — | | | 2/13/2023 | 37,210 | 15,322 | — | $103.52 | 2/13/2033(2) | 4,227 | 599,515 | — | — | | | 5/19/2023 | — | — | — | — | | 16,613(6) | 2,356,222 | — | — | | | 2/13/2024 | 10,326 | 12,203 | — | $133.84 | 2/13/2034(2) | 3,363 | 476,974 | — | — | | | 3/18/2024 | — | — | — | — | | — | — | 7,172(7) | 1,017,205 | | | 12/17/2024 | 12,728 | 15,042 | — | $136.69 | 12/17/2034(3) | 4,115 | 583,630 | — | — | | | 2/12/2025 | 9,013 | 34,248 | | $117.18 | 2/12/2035(2) | 8,108 | 1,149,958 | 12,161(8) | 1,724,795 |
Outstanding Equity Awards Table
(1)Vests monthly over four years, subject to an initial one-year “cliff.” (2)Vests monthly over four years. (3)25% of the shares underlying the option vested on February 13, 2025 and an additional 1/48th of the shares underlying the option shall vest each month thereafter beginning on March 13, 2025, such that the option shall fully vest on February 13, 2028. (4)Vests annually over four years; provided, however, that the RSU granted to Dr. Roberts on December 17, 2024 vested 25% on February 13, 2025, with an additional 25% vesting on each February 13 thereafter, resulting in full vesting on February 13, 2028. (5)Amount is calculated using the value of $141.83 per share, which was the closing price of the Company’s common stock on December 31, 2025, the last trading day of fiscal year 2025. (6)Consists of PRSUs. Represents the actual number of shares earned under the PRSUs granted to NEOs in 2023 under the Company’s 2020 Plan. These PRSUs were subject to performance conditions over the 36-month performance period commencing on January 1, 2023 and ending on December 31, 2025, and were eligible to vest based on achievement of two underlying performance metrics relating to regulatory milestones and the advancement of certain clinical programs. Effective February 13, 2026, the Compensation Committee certified performance for these PRSUs as to 125% of target. For more information on these PRSUs, please refer to the section titled "Compensation Discussion and Analysis-2025 Named Executive Officer Compensation Decisions—2023 PRSUs: Performance and Payout." (7)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, except that the PRSUs granted to Dr. Keswani were granted in June 2025 under the 2025 Plan in connection with his appointment as Chief Medical Officer. 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. (8)Consists of PRSUs. Represents the target number of shares that may be earned under the PRSUs granted to NEOs in 2025 under the Company’s 2020 Plan and 2025 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, 2027. Such metrics relate to market share growth and business development objectives which we believe will drive stockholder value within the 36-month performance period commencing on January 1, 2025 and ending on December 31, 2027. The actual number of units subject to the PRSUs will be determined based on the level of achievement of such metrics, with minimum, target, overperform, 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 2025 along with their respective values at December 31, 2025, for the NEOs:
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
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. | 65,000 | $7,053,200 | 10,207 | $1,314,170 | | Matthew C. Abernethy | — | — | 9,103 | $1,152,605 | | Eric Benevich. | 12,830 | $1,487,947 | 8,198 | $1,041,875 | | Sanjay Keswani, M.D. | — | — | — | — | | Jude Onyia, Ph.D. | 80,181 | 3,658,888 | 10,071 | $1,341,509 | | Eiry W. Roberts, M.D. | 37,500 | $2,366,273 | 9,234 | $1,179,553 |
Option Exercises and Stock Vested Table
(1) Information relates to stock option exercises during 2025. (2) Information relates to RSUs that vested during 2025. (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. As described under “Executive Severance Plan” and “Agreements with Named Executive Officers Effective During Fiscal Year 2025" above, the severance and change in control benefits for our NEOs are provided under the Severance Plan and, in the case of Dr. Roberts, her amended employment arrangement as Strategic Advisor. The tables below set forth the potential severance benefits payable to the NEOs in the event of a termination prior to or following a change in control, assuming such event occurred on December 31, 2025.
Potential Payment Upon Termination Table*
Potential Payment Upon Termination Table*
Potential Payment Upon Termination Table*
| Name | Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | | Kyle W. Gano, Ph.D. | $2,760,000 | $920,000 | $132,693 | $5,076,029 | $62,874 | $8,951,596 | | Matthew C. Abernethy | $1,161,461 | $435,548 | $104,700 | $2,398,375 | $37,452 | $4,137,536 | | Eric Benevich. | $1,069,904 | $401,214 | $96,447 | $2,103,526 | $36,336 | $3,707,427 | | Sanjay Keswani, M.D. | $1,040,000 | $390,000 | $29,181 | $909,552 | $19,320 | $2,388,053 | | Jude Onyia, Ph.D. | $1,152,832 | $432,312 | $86,600 | $2,263,828 | $37,836 | $3,973,408 | | Eiry W. Roberts, M.D. | $1,170,240 | $438,840 | $83,473 | $2,282,557 | $39,000 | $4,014,110 |
Potential Payment Upon Termination Table*
* Reflects a termination without "cause" or "resignation for good reason", prior to a change in control. (1)Based on salary as of December 31, 2025, to be paid in accordance with the Company's standard payroll practices over the applicable period described under "Executive Severance Plan" above. (2)Based on bonus targets established by the Board of Directors for 2025, to be paid in a lump sum cash payment. (3)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2025. (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, 2025 that would vest in accordance with Severance Plan (or in the case of Dr. Roberts, her employment agreement). Values were derived using the closing price of the Company’s common stock on December 31, 2025 of $141.83. (5)Medical is comprised primarily of health insurance premiums for the period specified in each executive officer’s employment contract.
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. | $3,680,000 | $920,000 | $132,693 | $15,997,813 | $83,832 | $20,814,338 | | Matthew C. Abernethy | $1,742,191 | $435,548 | $104,700 | $9,491,472 | $56,178 | $11,830,089 | | Eric Benevich | $1,604,856 | $401,214 | $96,447 | $9,926,503 | $54,504 | $12,083,524 | | Sanjay Keswani, M.D. | $1,560,000 | $390,000 | $29,181 | $5,765,515 | $28,980 | $7,773,676 | | Jude Onyia, Ph.D. | $1,729,248 | $432,312 | $86,600 | $10,922,804 | $56,754 | $13,227,718 | | Eiry W. Roberts, M.D. | $1,755,360 | $438,840 | $83,473 | $9,534,417 | $58,500 | $11,870,590 |
Potential Payment Upon Termination Due to Death or Disability Table*
Potential Payment Upon Termination Due to Death or Disability Table*
Potential Payment Upon Termination Due to Death or Disability Table*
| Name | Accrued Compensation (1) | Stock Awards (2) | Total | | Kyle W. Gano, Ph.D. | $132,693 | $15,997,813 | $16,130,506 | | Matthew C. Abernethy | $104,700 | $9,491,472 | $9,596,172 | | Eric Benevich | $96,447 | $9,926,503 | $10,022,950 | | Sanjay Keswani, M.D. | $29,181 | $5,765,515 | $5,794,696 | | Jude Onyia, Ph.D. | $86,600 | $10,922,804 | $11,009,404 | | Eiry W. Roberts, M.D. | $83,473 | $9,534,417 | $9,617,890 |
Potential Payment Upon Termination Due to Death or Disability Table*
* Reflects a termination due to death or disability. (2)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options, PRSUs, RSUs as of December 31, 2025 that would vest in accordance with the Severance Plan (or in the case of Dr. Roberts, her employment agreement). Values were derived using the closing price of the Company’s common stock on December 31, 2025 of $141.83. Unvested PRSUs are presented assuming they are paid out at target.
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, 2025. •To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s 2025 base salary (using a reasonable estimate of the hours worked and overtime actually paid during 2025 for hourly employees and actual salary paid for our remaining employees) and bonuses attributable to 2025 performance and the grant date fair value of equity awards granted in fiscal 2025 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 2025 Summary Compensation Table. For 2025, the median of the annual total compensation of our employees (other than our CEO) was $273,341 and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $13,448,935. 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 49 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 2025, the median of the annual base salary of our employees (other than Dr. Gano ) was $179,336, and the annual base salary of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $920,000. Based on this information, the ratio of the annual 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.
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."
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.
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) | | 2025 | — | — | $13,448,935 | $10,945,413 | $6,938,493 | $6,021,068 | $147.97 | $124.75 | $478.6 | $2,833.9 | | 2024 | $16,018,637 | $16,741,241 | $8,535,422 | $7,083,275 | $6,675,384 | $6,488,850 | $142.41 | $93.49 | $341.3 | $2,330.6 | | 2023 | $15,750,812 | $12,335,515 | — | — | $6,286,290 | $5,262,182 | $137.46 | $94.03 | $249.7 | $1,860.6 | | 2022 | $11,902,527 | $21,886,517 | — | — | $5,200,614 | $11,398,982 | $124.61 | $89.90 | $154.5 | $1,440.9 | | 2021 | $14,081,412 | $4,496,176 | — | — | $6,429,791 | $3,012,565 | $88.86 | $100.02 | $89.6 | $1,090.1 |
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. Dr. Gorman retired as the Company's CEO effective October 11, 2024. (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. (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 2025 to determine the CAP:
Required Tabular Disclosure of Pay Versus Performance
| | 2025 | | Total Compensation for Covered Fiscal Year ("FY") from Summary Compensation Table | $13,448,935 | | Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 11,500,029 | | 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 | 7,663,313 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | (134,224) | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | 231,204 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 1,236,214 | | Deduct: 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) | $10,945,413 |
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 2025, Matthew C. Abernethy, Eric Benevich, Sanjay Keswani, M.D., Jude Onyia, Ph.D., and Eiry W. Roberts, M.D.; (ii) for 2024, Matthew C. Abernethy, Eric Benevich, Jude Onyia, Ph.D., and Eiry W. Roberts, M.D.; (iii) for 2023, Matthew C. Abernethy, Kyle W. Gano, Ph.D., Darin M. Lippoldt, and Eiry W. Roberts, M.D.; (iv) for 2022, Matthew C. Abernethy, Eric Benevich, Jude Onyia, Ph.D., and Eiry W. Roberts, M.D.; and (v) for 2021, 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 Note 4:
Required Tabular Disclosure of Pay Versus Performance
| | 2025 | | Total Compensation for Covered FY from Summary Compensation Table | $6,938,493 | | Deduct: Amounts Reported in "Stock Awards" & "Option Awards" Columns | 5,689,986 | | 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 | 3,941,719 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Covered FY | (81,622) | | Add: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior FY that Vested in the Covered FY | 472,800 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered FY | 439,664 | | Deduct: 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) | $6,021,068 |
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, 2020 and ending on December 31 of each year presented in the table, 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. For purposes of the Pay Versus Performance table, the dollar amounts reported for Net Product Sales correspond to the net product sales reflected in our audited financial statements for the applicable fiscal year. For 2021–2024, these amounts consist almost entirely of INGREZZA net product sales, and for 2025 they consist primarily of net product sales of INGREZZA and CRENESSITY, which together represent substantially all of the Company’s total net product sales. 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 1.11 years and 9.3 years in fiscal 2025, 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.
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.
DIRECTORS COMPENSATION SUMMARY
DIRECTORS COMPENSATION SUMMARY
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 2025 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 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 2025 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 2025, 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 2025, 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 2025 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 2025 is described below.
Non-Employee Director Compensation for 2025
Non-Employee Director Compensation for 2025 For fiscal 2025, 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 $40,000, making his total annual cash retainer $100,000. 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 2025, the Board maintained the existing director annual equity award levels and on the date of the 2025 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, 2025, by the directors of the Company named below:
Director Compensation Table
Director Compensation Table
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) | $105,000 | — | $400,018 | $505,018 | | Kevin Gorman, Ph.D. (6) | $70,000 | $400,037 | — | $470,037 | | Gary A. Lyons (7) | $70,000 | $200,019 | $200,009 | $470,028 | | Johanna Mercier (8) | $69,000 | — | $400,018 | $469,018 | | George J. Morrow (9) | $81,000 | — | $400,018 | $481,018 | | Leslie V. Norwalk (10) | $78,000 | $200,019 | $200,009 | $478,028 | | Christine A. Poon (11) | $83,750 | — | 400,018 | $483,768 | | Richard F. Pops (12) | $87,750 | — | $400,018 | $487,768 | | Shalini Sharp (13) | $100,250 | $200,019 | $200,009 | $500,278 | | Stephen A. Sherwin, M.D. (14) | $93,250 | — | $400,018 | $493,268 |
Director Compensation Table
(1)During 2025, Dr. Gano was an employee of the Company, and as such, did not receive any compensation for service on the Board of Directors. Compensation information for Dr. Gano is included within the Summary Compensation Table above. (2)Amounts in this column reflect compensation earned in 2025. (3)The amounts shown represent the full grant date fair value of option awards granted in 2025 as determined pursuant to ASC 718. The assumptions used to calculate the value of such awards are set forth under Note 9 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, 2025. (4)The amounts shown represent the full grant date fair value of RSU awards granted in 2025 as determined pursuant to ASC 718. (5)As of December 31, 2025, Dr. Rastetter had outstanding options to purchase 79,154 shares of common stock and 3,318 outstanding RSUs. (6)As of December 31, 2025, Dr. Gorman had outstanding options to purchase 1,095,153 shares of common stock, 32,708 outstanding RSUs and 79,665 PRSUs (at target). (7)As of December 31, 2025, Mr. Lyons had outstanding options to purchase 72,652 shares of common stock and 1,659 outstanding RSUs. (8)As of December 31, 2025, Ms. Mercier had outstanding options to purchase 43,009 shares of common stock and 3,318 outstanding RSUs. (9)As of December 31, 2025, Mr. Morrow had outstanding options to purchase 62,075 shares of common stock and 3,318 outstanding RSUs. (10)As of December 31, 2025, Ms. Norwalk had outstanding options to purchase 32,152 shares of common stock and 1,659 outstanding RSUs. (11)As of December 31, 2025, Ms. Poon had outstanding options to purchase 19,357 shares of common stock and 3,318 outstanding RSUs. (12)As of December 31, 2025, Mr. Pops had outstanding options to purchase 77,075 shares of common stock and 3,318 outstanding RSUs. (13)As of December 31, 2025, Ms. Sharp had outstanding options to purchase 44,134 shares of common stock and 1,659 outstanding RSUs. (14)As of December 31, 2025, Dr. Sherwin had outstanding options to purchase 62,075 shares of common stock and 3,318 outstanding RSUs.
Non-Employee Director Compensation for 2026
Non-Employee Director Compensation for 2026 Effective January 1, 2026, 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 approved modest increases to certain cash retainers for our non-employee directors to better align with median market practices. Specifically, the annual cash retainer for members of the Audit Committee was increased by $1,000 to $13,000, the annual cash retainer for members of the Nominating/Corporate Governance Committee was increased by $1,000 to $10,000, the annual cash retainer for the Chair of the Compensation Committee was increased by $2,000 to $22,000, and the annual cash retainer for the Chair of the Nominating/Corporate Governance Committee was increased by $2,000 to $20,000. The Board maintained all equity compensation and all other annual cash retainers for non-employee directors at the 2025 levels.