NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Hiring of President and Chief Operating Officer
On January4, 2017, Neurocrine Biosciences, Inc. (the
Company) hired David-Alexander C. Gros,
M.D. as the Companys President and Chief Operating Officer. The
commencement of Dr.Gros employment with the Company will be
January9, 2017. A copy of the press release announcing the hiring
of Dr.Gros is attached hereto as Exhibit99.1.
Dr.Gros, age 44, joins the Company from Alnylam Pharmaceuticals,
Inc., where he was the Senior Vice President, Chief Business
Officer and Principal Financial Officer, and was a member of the
Management Board. Prior to joining Alnylam in June 2015, Dr.Gros
served as Executive Vice President and Chief Strategy Officer at
Sanofi SA, from September 2011 to June 2015, where he was a
member of the Executive Committee. Prior to Sanofi, he held
positions of increasing responsibility with a focus on
biotechnology and pharmaceuticals in investment banking at
Centerview Partners from 2009 to July 2011 and Merrill Lynch from
2006 to 2009, and in management consulting at McKinsey Company
prior to that time. Dr.Gros holds an M.D. from The Johns Hopkins
University School of Medicine, an M.B.A. from Harvard Business
School, and a B.A. from Dartmouth College.
In connection with Dr.Gros hiring as the Companys President and
Chief Operating Officer, the Company and Dr.Gros entered into an
employment agreement (the Employment
Agreement). to the terms of the Employment
Agreement, Dr.Gros will be entitled to receive an initial base
salary of $525,000 per year, subject to future adjustments, plus
a discretionary annual performance-based cash bonus, with a
target bonus for fiscal year 2017 equal to 60% of his base
salary. On February1, 2017 (the Grant
Date), Dr.Gros will be granted an initial stock
option to purchase up to 350,000 shares of the Companys common
stock (the Option), 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. The Option will have an exercise
price equal to the closing price of the Companys common stock on
the Grant Date. In or about February 2017, Dr.Gros will also
receive a restricted stock unit award covering 25,000 shares of
the Companys common stock, a portion of which will vest in equal
annual installments over four years, and the remainder of which
will vest based upon the achievement of performance goals
designated by the Companys Board of Directors (the
Board) or the Compensation Committee of
the Board. to the Employment Agreement, Dr.Gros will be entitled
to receive relocation benefits, including a one-time cash
relocation advance in the amount of $300,000, and is also
entitled to receive the Companys health, life and disability
benefits, and can participate in the Companys 401(k) Plan.
While Dr.Gros will be employed on an at-will basis, the
Employment Agreement provides that in the event of his
termination by the Company without cause or in the event of his
termination due to a constructive termination, in exchange for a
general release against the Company, Dr.Gros will be entitled to
severance benefits consisting of, among other things, (i)a cash
compensation amount equal to his annual base salary plus annual
target bonus, multiplied by 1.25, paid in equal installments over
a period of 15 months, (ii)payment of the cost of COBRA coverage
for a period of up to 15 months and (iii)acceleration of the
vesting of all outstanding stock awards such that the amount of
shares vested under such stock awards equals the number of shares
that would have vested if Dr.Gros had continued to render
services to the Company for 15 months following his separation
from service. Additionally, in connection with a change in
control of the Company, if Dr.Gros employment with the Company is
terminated without cause or in the event of his termination due
to a constructive termination, in exchange for a general release
against the Company, Dr.Gros will be entitled to severance
benefits consisting of, among other things, (i)a cash
compensation amount equal to his annual base salary plus annual
target bonus, multiplied by 2, paid in a single lump-sum amount,
(ii)payment of the cost of COBRA coverage for a period of up to
24 months and (iii)a cash compensation amount equal to the value,
as of the date of the consummation of such change in control, of
all outstanding stock awards that are unvested at the time of
termination of employment and all outstanding stock awards that
are vested at the time of termination of employment and for which
the shares subject to such stock awards have not yet been issued,
provided that such stock awards are held by Dr.Gros as of the
date of consummation of such change in control, and all rights in
such stock awards shall be extinguished as a result of such
payment.
Amendment of Inducement Plan
The Company previously adopted an Inducement Plan (the
Inducement Plan), which is a
non-shareholder
approved stock plan adopted to the inducement exception provided
under NASDAQ Listing Rule 5635(c)(4), for the purpose of granting
stock awards to new employees of the Company, as inducements
material to such new employees entering into employment with the
Company. Effective as of immediately prior to the Grant Date, the
Board amended the Inducement Plan to increase the number of
shares of the Companys common stock reserved for issuance
thereunder by 282,506 shares, for a new total of 612,506 shares
(the Amended Plan), which increase
provides 350,000 shares of the Companys common stock available
for issuance under the Amended Plan, a sufficient number of to
cover the Option taking into account the number of shares of the
Companys common stock previously available for issuance under the
Inducement Plan.
A copy of the
Amended Plan is attached hereto as Exhibit99.2.
Item9.01 |
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(d) |
Exhibits. |
| Exhibit No. | Description | |||
| 99.1 |
Press Release of Neurocrine Biosciences, Inc. dated January6, 2017. |
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| 99.2 | Neurocrine Biosciences, Inc. Inducement Plan, as amended. |
About NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX)
Neurocrine Biosciences, Inc. is engaged in the development of pharmaceutical products focused on neurological and endocrine-based diseases and disorders. The Company’s two lead late-stage clinical programs are Elagolix, a gonadotropin-releasing hormone (GnRH) antagonist for women’s health that is partnered with AbbVie Inc. (AbbVie), and NBI-98854 (valbenazine), a vesicular monoamine transporter 2 (VMAT2) inhibitor for the treatment of movement disorders. The Company focuses on developing NBI-640756 against Essential tremor. Its research and development focuses on addressing diseases and disorders of the central nervous and endocrine systems, which include therapeutic categories ranging from hypothalamic-pituitary-adrenal (HPA) disorders to stress-related disorders and neurological/neuropsychiatric diseases. Its Corticotropin-Releasing Factor (CRF) is a hypothalamic hormone released directly into the hypophyseal portal vasculature. NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Recent Trading Information
NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) closed its last trading session up +2.66 at 44.04 with 3,101,476 shares trading hands.