NEUROCRINE BIOSCIENCES INC
For the period ended Dec 31, 2024. Filed Feb 10, 2025.
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FY2024 · Filed Feb 10, 2025
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Item 9B. Other Information
During the period from October 1, 2024, to December 31, 2024, our executive officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below:
| Name and Title | Action | Date | Trading Arrangement | Total Shares Authorized to be Sold*** | Expiration Date |
|---|---|---|---|---|---|
| Rule 10b5-1* · Non-Rule 10b5-1** | |||||
| Stephen A. Sherwin, M.D. | Adoption | 11/7/2024 | X | 13,831 | 5/7/2025 |
| Director | |||||
| Jude Onyia, Ph.D. | Adoption | 11/18/2024 | X | 89,090 | 12/31/2025 |
| Chief Scientific Officer | |||||
| David W. Boyer | Termination | 12/11/2024 | X | 18,571 | 2/15/2025 |
| Chief Corporate Affairs Officer | |||||
- Intended to satisfy the affirmative defense of Rule 10b5-1(c)
**Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
*** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold is dependent on the satisfaction of certain conditions as set forth in the written plan and the satisfaction of applicable vesting conditions of equity awards.
Executive Severance Plan
On February 7, 2025, the compensation committee of our board of directors (the Compensation Committee) approved and adopted an Executive Severance Plan (the Severance Plan), pursuant to which executive officers are eligible to participate, including Kyle W. Gano, Ph.D., our President and Chief Executive Officer, Matthew C. Abernethy, our Chief Financial Officer, Eric Benevich, our Chief Commercial Officer, Jude Onyia, Ph.D., our Chief Scientific Officer, and Eiry W. Roberts, M.D., our Chief Medical Officer (each, a Covered Employee, and collectively, the Covered Employees). Pursuant to the Severance Plan, the Covered Employees are eligible to receive the severance benefits described below, contingent upon the respective Covered Employee’s execution of a general release of claims in favor of the Company as further described in the Severance Plan. The severance benefits provided pursuant to the Severance Plan supersede any severance benefits to which the Covered Employees were previously entitled, including pursuant to their respective employment agreements.
The Severance Plan provides that, upon (a) a termination of a Covered Employee’s employment without “cause” (as defined in the Severance Plan) and other than due to death or “disability” (as defined in the Severance Plan) or (b) the Covered Employee’s “resignation for good reason” (as defined in the Severance Plan), in each case outside of the time period beginning with the date on which a “change in control” (as defined in the Severance Plan) occurs and ending 12 months following the change in control, or the “change in control determination period,” the Covered Employee will be entitled to receive: (1) cash severance equal to the product of (x) the sum of (i) the Covered Employee’s annual base salary and (ii) the Covered Employee’s target annual incentive bonus for the year of termination, multiplied by (y) 1 (or 1.5 for Dr. Gano); (2) a cash payment equal to the Covered Employee’s pro rata annual incentive bonus for the year of termination based on actual achievement of the applicable performance goals for such year; (3) payment of premiums for continued coverage under the Company’s group health plans for up to 12 months (or 18 months for Dr. Gano); (4) accelerated vesting of the Covered Employee’s outstanding time-vesting equity awards to the extent such awards were scheduled to vest under their terms based on the Covered Employee’s continued service over the 12-month period (or 15-month period for Dr. Gano) following the date of termination; and (5) vesting of the Covered Employee’s outstanding performance-vesting equity awards to the extent the Compensation Committee determines, in its sole discretion, that the applicable performance goals for such awards have been met as of the date of termination.
In addition, the Severance Plan provides that, upon (a) a termination of a Covered Employee’s employment without “cause” and other than due to death or “disability” or (b) the Covered Employee’s “resignation for good reason, in each case within the change in control determination period, the Covered Employee will be entitled to receive, in lieu of the benefits described above: (1) a cash payment equal to the product of (x) the sum of (i) the Covered Employee’s annual base salary and (ii) the Covered Employee’s target annual incentive bonus for the year of termination, multiplied by (y) 1.5 (or 2 for Dr. Gano); (2) a cash payment equal to the Covered Employee’s pro rata target annual incentive bonus for the year of termination; (3) payment of premiums for continued coverage under the Company’s group health plans for up to 18 months (or 24 months for Dr. Gano); and (4) full vesting acceleration of the Covered Employee’s outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion.
The Severance Plan further provides that, upon the termination of a Covered Employee’s employment due to his or her death or “disability” (as defined in the Severance Plan), the Covered Employee will be entitled to receive full vesting acceleration of the Covered Employee’s outstanding equity awards, with performance-vesting equity awards vesting at the greater of (x) the target level of performance or (y) the actual level of performance measured in accordance with the applicable performance goals as of the date of termination, as determined by the Compensation Committee in its sole discretion.
The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.26 to this Annual Report on Form 10-K.
Amendment and Restatement of Employment Arrangements
In connection with the adoption of the Severance Plan, and upon the approval by the Compensation Committee, on February 7, 2025, we entered into amended and restated employment agreements (the Amended Employment Agreements) with each of our executive officers, including Dr. Gano, Mr. Abernethy, Mr. Benevich, Dr. Onyia, and Dr. Roberts. The Amended Employment Agreements amend and restate the employment agreements that we previously entered into with our executive officers. Provisions that were amended in include, among other things:
Each Amended Employment Agreement provides that the executive officer is eligible for severance benefits under the terms and conditions of the Severance Plan and that such benefits supersede the severance benefits set forth in his or her prior employment agreement.
Pursuant to their respective Amended Employment Agreements, Dr. Gano, Mr. Abernethy, Mr. Benevich, Dr. Onyia, and Dr. Roberts will receive an annual base salary of $920,000, $725,913, $668,690, $720,520 and $731,400, respectively, and will continue to be eligible to receive an annual cash incentive bonus with a target bonus amount equal to 50% (or 100% for Dr. Gano) of his or her base pay earned for the applicable year.
Each Amended Employment Agreement provides that compensation provided thereunder, under the Severance Plan, or otherwise awarded or paid to the executive officer in connection with his or her employment with the Company will be subject to recoupment in accordance with the following, as applicable: (i) the Neurocrine Biosciences, Inc. Policy for Recoupment of Incentive Compensation, as may be amended from time to time (covering incentive compensation that is received by a covered officer prior to October 2, 2023); (ii) the Neurocrine Biosciences, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time (covering incentive compensation that is received by a covered officer on or after October 2, 2023); (iii) any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law; and (iv) any other clawback policy that we adopt.
The foregoing is only a brief description of certain terms of the Amended Employment Agreements, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended Employment Agreements, copies of which are filed as Exhibits 10.31 through 10.35 to this Annual Report on Form 10-K.
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