What changed in this filing

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Item 9A. Controls and Procedures

2025-02-10 compared with 2024-02-09 · 100 added, 54 removed, 248 unchanged (38% of the section changed)

48 unchanged sentences

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

Name and Title Action Date Trading Arrangement Total Shares

to be Sold***

Rule 10b5-1* Non-Rule 10b5-1**

George Morrow

12/14/2023 X 40,000 11/15/2024

Eric Benevich

Terminate (1)

11/30/2023 X 131,341 12/31/2023

(Chief Commercial Officer)

169,818 11/27/2024

Ingrid Delaet

11/29/2023 X 30,000 9/7/2025

(Chief Regulatory Officer)

Leslie Norwalk

Sherwin, M.D.

11/7/2024 X 13,831 5/7/2025

Shalini Sharp

Jude Onyia, Ph.D.

11/18/2024 X 89,090 12/31/2025

Chief Scientific Officer

12/11/2024 X 18,571 2/15/2025

Chief Corporate Affairs Officer

______________

1 unchanged sentence

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1) On November 30, 2023, Eric Benevich, Chief Commercial Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1 (the “Benevich 10b5-1 Plan”).

The Benevich 10b5-1 Plan was entered into on February 23, 2022 , with an expiration date of December 31, 2023.

*** 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.

(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.

(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.

(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.

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.

Abernethy, Mr.

Benevich, Dr.

Onyia, and Dr.

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.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

39 unchanged sentences

Bylaws, as amended

Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on August 1, 2023

Incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2024

4.1 Description:

16 unchanged sentences

19.1 Description:

Neurocrine Biosciences, Inc.

Insider Trading Policy

21.1 Description:

Subsidiaries of the Company

5 unchanged sentences

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32*** Description:

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

2 unchanged sentences

Clawback Policy

Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 9, 2024

101.INS Description:

14 unchanged sentences

Collaboration and License Agreements :

10.1** Description:

Collaboration Agreement dated June 15, 2010, by and between Abbott International Luxembourg S.a.r.l.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021

10.2** Description:

First Amendment to Collaboration and License Agreement Dated August 31, 2011 between the Company and Abbott International Luxemburg S.a.r.l.

Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2021

10.3** Description:

Collaboration and License Agreement dated March 31, 2015 between Mitsubishi Tanabe Pharma Corporation and the Company

3 unchanged sentences

and the Company

Incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K filed on February 7, 2019

10.5 Description:

7 unchanged sentences

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019

10.7** Description:

Exclusive License Agreement dated June 12, 2020 between Takeda Pharmaceutical Company Limited and the Company

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020

10.8** Description:

Collaboration and License Agreement dated November 22, 2021 between Heptares Therapeutics Limited and the Company

Incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed on February 11, 2022

10.9** Description:

Collaboration and License Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.10 Description:

First Amendment to the Collaboration and License Agreement, effective April 3, 2024, between the Company and Voyager Therapeutics, Inc.

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 1, 2024

Stock Purchase Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

10.11 Description:

Amended and Restated Investor Agreement dated January 8, 2023 between Voyager Therapeutics, Inc.

4 unchanged sentences

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on May 30, 2018

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2 unchanged sentences

Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on June 1, 2015

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for grants on or after February 13, 2024 made under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024

Form of Stock Option Grant Notice and Option Agreement for grants made to Kevin Gorman on or after February 13, 2024 made under the Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024

Neurocrine Biosciences, Inc.

14 unchanged sentences

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Neurocrine Biosciences, Inc.

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Neurocrine Biosciences, Inc.

2020 Equity Incentive Plan, as amended and restated

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Form of Stock Option Grant Notice and Option Agreement for use under the Neurocrine Biosciences, Inc.

2011 Equity Incentive Plan, as amended

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024

Agreements with Officers and Directors :

Neurocrine Biosciences, Inc.

Executive Severance Plan effec tive February 7 , 2025

Form of Indemnity Agreement entered into between the Company and its officers and directors

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

Amended and Restated Employment Agreement effective August 1, 2007 between the Company and Kevin C.

3 unchanged sentences

Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on February 11, 2008

Employment Agreement dated October 28, 2014 between the Company and Darin Lippoldt

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023

Employment Agreement dated May 26, 2015 between the Company and Eric Benevich

Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K filed on February 14, 2017

Employment Agreement effective November 29, 2017 between the Company and Matthew C.

Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on February 13, 2018

Form of Indemnity Agreement entered into between the Company and its officers and directors

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

Employment Agreement dated January 8, 2018 between the Company and Eiry W.

Roberts, M.D.

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 29, 2019

Employment Agreement dated November 29, 2021 between the Company and Jude Onyia

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2022

Amended and Restated Employment Agreement effective October 11, 2024 between the Company and Kyle W.

Amended and Restated Employment Agreement effective February 7 , 202 5 between the Company and Kyle W.

Amended and Restated Employment Agreement effective February 7 , 2025 between the Company and Matthew C.

Amended and Restated Employment Agreement effective February 7 , 2025 between the Company and Eric Benevich

Amended and Restated Employment Agreement effective Februar y 7 , 2025 between the Company and Jude Onyia

Amended and Restated Employment Agreement effective February 7 , 2025 between the Company and Eiry W.

Agreements Related to Real Property :

10.27 Description:

Amended and Restated Lease dated November 1, 2011 between the Company and Kilroy Realty, L.P.

Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on January 18, 2012

10.28 Description:

First Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated June 5, 2017

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2017

10.29 Description:

Second Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P., dated October 12, 2017

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on November 1, 2017

10.30 Description:

Third Amendment to Amended and Restated Lease between the Company and Kilroy Realty, L.P.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2019

10.31 Description:

Commercial Lease dated February 8, 2022, by and between the Company and Gemdale Aperture Phase I, LLC

1 unchanged sentence

+ Management contract or compensatory plan or arrangement.

* Confidential treatment has been granted with respect to certain portions of the exhibit.

Certain information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.

12 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin C.

Gorman and Matthew C.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kyle W.

Gano and Matthew C.

Abernethy, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

2 unchanged sentences

Chief Executive Officer and Director

Gorman, Ph.D.

(Principal Executive Officer)

3 unchanged sentences

/s/ William H.

Chairman of the Board of Directors

Rastetter Chairman of the Board of Directors

Rastetter, Ph.D.

/s/ Johanna Mercier

Gorman Director

Gorman, Ph.D.

Lyons Director

/s/ Johanna Mercier Director

Johanna Mercier

/s/ George J.

Morrow Director

/s/ Leslie V.

Norwalk Director

/s/ Christine A.

/s/ Richard F.

/s/ Shalini Sharp

Pops Director

/s/ Shalini Sharp Director

Shalini Sharp

/s/ Stephen A.

Sherwin Director

Sherwin, M.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures