NEUROCRINE BIOSCIENCES INC
For the period ended Apr 15, 2026. Filed Apr 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2026 · Filed Apr 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Neurocrine Biosciences, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NEUROCRINE BIOSCIENCES, INC.
6027 Edgewood Bend Court
San Diego, CA 92130
Notice of Annual Meeting of Stockholders
To Be Held on May 27, 2026
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), will be held on May 27, 2026, at 10:30 a.m., local time, at the Company’s corporate offices located at 6027 Edgewood Bend Court, San Diego, California 92130, for the following purposes as more fully described in the Proxy Statement accompanying this Notice:
The election of the Board of Directors' three nominees for Class III directors named herein to the Board of Directors to serve for a term of three years;
An advisory vote on the compensation paid to the Company’s named executive officers;
To approve an amendment to the Company’s 2025 Equity Incentive Plan to increase the aggregate number of shares of common stock reserved for issuance thereunder by 4,000,000 shares;
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To transact such other business as may properly come before the Annual Meeting of Stockholders or any one or more continuations, adjournments or postponements thereof.
Only stockholders of record at the close of business on March 31, 2026 are entitled to receive notice of and to vote at the Annual Meeting of Stockholders.
All stockholders on the record date and their proxyholders are invited to attend the Annual Meeting of Stockholders in person. However, we strongly urge our stockholders not to attend the Annual Meeting in person and to instead submit proxy votes. Our Annual Meeting will be purely functional in format to comply with the relevant legal requirements. There will be no presentations or exhibitions. No refreshments will be provided. Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible to vote your shares. You may vote over the Internet, as well as by telephone or by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in these proxy materials. Stockholders attending the Annual Meeting may vote in person even if they have returned a proxy. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from such firm, bank or other nominee to vote your shares.
By Order of the Board of Directors,
Darin Lippoldt
Chief Legal Officer and Corporate Secretary
San Diego, California
April 15, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’
Meeting to be Held on May 27, 2026 at 10:30 a.m. Local Time at
6027 Edgewood Bend Court, San Diego, California 92130.
The Proxy Statement and Annual Report to stockholders are available at
www.proxyvote.com. Please have the control number on your proxy card available.
A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2025 is available without charge upon written request to the Company’s Corporate Secretary at
6027 Edgewood Bend Court, San Diego, California 92130.
TABLE OF CONTENTS
| Proxy Summary | 1 | Compensation Philosophy and Objectives | 44 |
|---|---|---|---|
| About the Annual Meeting | 2 | Overall Compensation Determination Process | 45 |
| Security Ownership of Certain Beneficial Owners and Management | 5 | Components of Executive Compensation | 48 |
| Our Board of Directors | 7 | 2025 Named Executive Officer Compensation Decisions | 50 |
| General | 7 | Other Features of our Executive Compensation Program | 55 |
| Director Biographies of Class III Directors Nominated for Reelection at the 2026 Annual Meeting of Stockholders | 7 | Officer Equity Ownership Guidelines | 55 |
| Director Biographies of Class I and Class II Directors not Nominated for Reelection at the 2026 Annual Meeting of Stockholders | 8 | Equity Trading Policies and Procedures; Prohibition on Hedging and Pledging; | 55 |
| The Board of Directors and Corporate Governance Matters | 11 | Equity Grant Practices | 56 |
| General | 11 | Compensation Recoupment Policy | 56 |
| Corporate Governance Best Practices | 11 | Tax and Accounting Considerations | 56 |
| Board of Directors Overview | 12 | Risk Analysis of Our Compensation Program | 57 |
| Board Leadership Structure | 12 | Executive Compensation and Other Information | 58 |
| Board Independence | 13 | Summary Compensation Table | 58 |
| Classified Board Structure | 13 | Grants of Plan-Based Awards During 2025 | 59 |
| Overboarding Policy | 13 | Agreements with Named Executive Officers Effective During Fiscal Year 2025 | 59 |
| Director Refreshment | 13 | Executive Severance Plan | 61 |
| Board and Committee Meetings During 2025 | 14 | Outstanding Equity Awards at Fiscal Year-End | 62 |
| Information About Board Committees | 14 | Option Exercises and Stock Vested During the Year | 63 |
| Compensation Committee Interlocks and Insider Participation | 15 | Potential Payments upon Termination or Change-in-Control | 64 |
| Director Nomination Process | 15 | CEO Pay Ratio | 65 |
| Board Self-Assessment | 15 | Item 402(v) Pay Versus Performance | 66 |
| Board Education | 16 | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 69 |
| Identification and Evaluation of Nominees for Director | 16 | Directors Compensation Summary | 70 |
| Proxy Access | 16 | Non-Employee Director Compensation Philosophy | 70 |
| Process for Stockholder Communications with the Board of Directors | 16 | Non-Employee Director Compensation for 2025 | 70 |
| Role of Board in Risk Oversight | 17 | Director Compensation Table | 71 |
| Corporate Responsibility | 17 | Non-Employee Director Compensation for 2026 | 71 |
| Risk Assessment Concerning Compensation Practices and Policies | 17 | Non-Employee Director Equity Ownership Guidelines | 72 |
| Role of Board in Succession Planning | 17 | Additional Information | 72 |
| Policy Regarding Board Member Attendance at the Company's Annual Meeting | 17 | Related Person Transactions | 72 |
| Report of the Audit Committee | 18 | Other Matters | 72 |
| Principal Accountant Fees and Services | 19 | Additional Information | 72 |
| Compensation Committee Report | 20 | Special Note Regarding Forward-Looking Statements | 73 |
| Proposal One: Election of Directors | 21 | Appendix A - 2025 Equity Incentive Plan | |
| Proposal Two: Advisory Vote on Compensation Paid to the Company's Named Executive Officers | 23 | ||
| Proposal Three: Approval of an Amendment to the Company's 2025 Equity Incentive Plan | 24 | ||
| Equity Compensation Plans | 36 | ||
| Proposal Four: Ratification of Appointment of Independent Registered Public Accounting Firm | 37 | ||
| Executive Officers | 38 | ||
| Compensation Discussion and Analysis | 40 | ||
| Executive Summary | 40 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.