Neurocrine Biosciences : 2026 Proxy Statement (NBIX 2026 Proxy Statement)

Published: 2026-04-15 17:16:14 ET NBIX

Published on 04/15/2026 at 05:16 pm EDT

2026

Notice of Annual Meeting of Stockholders and Proxy Statement

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

The Proxy Statement and Annual Report to stockholders are available at www.proxyvote.com. Please have the control number on your proxy card available.

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

Equity Trading Policies and Procedures; Prohibition on Hedging and Pledging;

Stockholders

The Board of Directors and Corporate Governance Matters

Equity Grant Practices

General

Compensation Recoupment Policy

Corporate Governance Best Practices

Tax and Accounting Considerations

Board of Directors Overview

Risk Analysis of Our Compensation Program

Board Leadership Structure

Executive Compensation and Other Information

Board Independence

Summary Compensation Table

Classified Board Structure

Grants of Plan-Based Awards During 2025

Overboarding Policy

Agreements with Named Executive Officers Effective During Fiscal Year 2025

Director Refreshment

Executive Severance Plan

Board and Committee Meetings During 2025

Outstanding Equity Awards at Fiscal Year-End

Information About Board Committees

Option Exercises and Stock Vested During the Year

Compensation Committee Interlocks and Insider Participation

Potential Payments upon Termination or Change-in-Control

Director Nomination Process

CEO Pay Ratio

Board Self-Assessment

Item 402(v) Pay Versus Performance

Board Education

Policies and Practices Related to the Grant of Certain Equity

Identification and Evaluation of Nominees for Director 16 Directors Compensation Summary 70

Proxy Access

Non-Employee Director Compensation Philosophy

Process for Stockholder Communications with the Board of

Non-Employee Director Compensation for 2025

Directors

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

Additional Information

Policy Regarding Board Member Attendance at the Company's

Related Person Transactions

Annual Meeting

Principal Accountant Fees and Services 19 Additional Information 72

Executive Summary 40

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This summary highlights information that is described in more detail elsewhere in this proxy statement. This summary does not contain all the information you should consider before you vote, and you should read the entire proxy statement carefully before voting.

Place: 6027 Edgewood Bend Court, San Diego, California 92130

Telephone: Call 1-800-690-6903 from any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. Easy-to-follow voice prompts allow you to submit your proxy and confirm your instructions have been properly recorded.

Internet: Visit https://www.proxyvote.com to transmit your voting instructions and for electronic delivery of information via the Internet up until 11:59 P.M. Eastern Time the day before the meeting date. As with telephone voting, you can confirm that your instructions have been properly recorded.

Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to

Your proxy is solicited on behalf of Neurocrine Biosciences, Inc., a Delaware corporation (the "Company," "Neurocrine Biosciences," "we," "us" or "our"), for use at its 2026 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 27, 2026 beginning at 10:30 a.m., local time, or at any one or more continuations, postponements or adjournments thereof for the purposes set forth in this proxy statement and the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Company's corporate offices, located at 6027 Edgewood Bend Court, San Diego, California 92130. The Company's phone number is (858) 617-7600.

Why did I receive these proxy materials?

The Company has sent you these proxy materials because the Board of Directors of the Company (the "Board of Directors" or the "Board") is soliciting your proxy to vote at the Annual Meeting, including at any one or more continuations, adjournments or postponements of the Annual Meeting.

We intend to mail these proxy materials on or about April 15, 2026, to all stockholders of record entitled to vote at the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined in these proxy materials, including the election of the Board of Directors' three nominees for Class III directors named herein; an advisory vote on the compensation paid to the Company's named executive officers; approval of 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; and 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.

Who can attend the Annual Meeting?

All stockholders of record at the close of business on March 31, 2026 (the "Record Date"), or their duly appointed proxies, may attend the Annual Meeting. If you attend, please note that you may be asked to present valid picture identification, such as a driver's license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. Please also note that if you hold your shares in "street name" (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on the Record Date are entitled to receive notice of and to participate in the Annual Meeting. At the close of business on the Record Date, 100,581,991 shares of the Company's common stock, $0.001 par value per share, were issued and outstanding. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the Annual Meeting, or any one or more continuations, postponements or adjournments of the Annual Meeting.

Each outstanding share of the Company's common stock will be entitled to one vote on each proposal considered at the Annual Meeting.

What constitutes a quorum? What are broker non-votes? What are advisory votes?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock entitled to vote thereat outstanding on the Record Date will constitute a quorum, permitting the Company to conduct its business at the Annual Meeting. As of the Record Date, 100,581,991 shares of common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least 50,290,996 shares will be required to establish a quorum. The presence of a quorum will be determined by the Inspector of Elections (the "Inspector").

Proxies received but marked as abstentions, as well as "broker non-votes," will be included in the calculation of the number of shares considered to be present at the Annual Meeting. Broker non-votes occur when a holder of shares in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on "non-routine" matters. Under the rules and interpretations of the New York Stock Exchange (the "NYSE"), "non-routine" matters are matters that may substantively affect the rights or privileges of stockholders, such as mergers, stockholder proposals and elections of directors, even if not contested. In addition, as required by Section 957 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, advisory votes on executive compensation are non-routine matters for which brokers do not have discretionary authority to vote shares held by account holders. Only ratification of our independent registered public accounting firm under Proposal Four is considered a routine matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal Four.

The vote on Proposal Two is advisory. The outcome of this vote will not be binding on the Company or the Board of Directors and will not create or imply any change to the fiduciary duties of the Board of Directors. However, the Company and the Board of Directors will consider the results of the advisory vote on Proposal Two in making future decisions about compensation of the Company's named executive officers.

How do I vote my shares in person at the Annual Meeting?

You may vote your shares held in your name as the stockholder of record in person at the Annual Meeting. You may vote your shares held beneficially in street name in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you are encouraged to direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you are encouraged to vote by proxy. You can vote by proxy over the Internet, by mail or by telephone pursuant to instructions provided in these proxy materials. If you hold shares beneficially in street name, you may also vote by proxy over the Internet or you can also vote by telephone or mail by following the voting instruction form provided to you by your broker, bank, trustee, or nominee. The deadline for voting by telephone or electronically is 11:59 p.m., Eastern Time, on May 26, 2026.

Who will bear the cost of soliciting votes for the Annual Meeting?

To the extent such costs are incurred, the cost of solicitation of proxies will be borne by the Company. The Company will reimburse expenses incurred by brokerage firms and other persons representing beneficial owners of shares in forwarding solicitation material to beneficial owners. To assist in soliciting proxies (votes), the Company has retained the professional proxy solicitation firm Alliance Advisors, LLC, at an approximate cost of $40,000. Proxies also may be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, personally, by telephone or by other appropriate means.

Can I change my vote after I return my proxy?

Yes. Even after you have submitted your proxy, you may change your vote or revoke your proxy at any time before the proxy is exercised by timely filing with the Corporate Secretary of the Company either a notice of revocation or a duly executed proxy (whether through the Internet, telephone or mail in the manner provided for in these proxy materials) bearing a later date. Your most current timely proxy card or telephone or Internet proxy is the one that is counted. Your proxy will also be revoked if you attend the Annual Meeting and vote in person; however, we encourage you to vote your shares via the Internet, telephone or mail, and instructions regarding all three methods of voting are provided in these proxy materials. 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.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, then your shares of common stock are registered in more than one name or are registered in different accounts. Please complete a proxy for each separate set of proxy materials that you receive to ensure that all of your shares are voted.

What are the Board of Directors' recommendations?

Unless you give other instructions on your proxy, the persons named as proxy holders on the proxy will vote in accordance with the recommendations of the Board of Directors. The Board of Directors' recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board of Directors unanimously recommends a vote:

for election of the Board of Directors' three nominees for Class III Directors named herein (see Proposal One);

for an advisory vote on the compensation paid to the Company's named executive officers (see Proposal Two);

for approval of 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 (see Proposal Three); and

for 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 (see Proposal Four).

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. Discretionary authority for them to do so is provided in the proxy card and other forms of proxy.

What vote is required to approve each item?

your shares in "street name" through a broker or other nominee, your broker or nominee will not be permitted to exercise voting discretion with respect to each of the matters to be acted upon, other than Proposal Four. Thus, if you do not give your broker or nominee specific instructions, your shares will not be voted on and will not be counted for any other matter to be acted upon, other than Proposal Four. Shares represented by such "broker non-votes" will, however, be counted in determining whether there is a quorum.

Who counts the votes?

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.

What proxy materials are available on the internet?

The Proxy Statement and annual report to stockholders are available under the "Investors" tab on our corporate website at www.neurocrine.com, and at www.proxyvote.com. However, you can only vote your shares at www.proxyvote.com. Please have the control number on your proxy card available.

The following table sets forth certain information regarding the ownership of our common stock as of March 31, 2026 by

(i) each director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 100,581,991 shares of common stock outstanding on March 31, 2026, adjusted as required by rules promulgated by the SEC. The table is based upon information supplied by our executive officers, directors and principal stockholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Neurocrine Biosciences, Inc., 6027 Edgewood Bend Court, San Diego, CA 92130.

Name and Address of Beneficial Owner

Number of Shares of Common Stock

Percent of Common Stock

Stockholders Owning Greater than 5%:

BlackRock, Inc. (1) ..................................................................................................................................

12,052,271

12.0 %

The Vanguard Group (2)..........................................................................................................................

10,129,687

10.1 %

Dodge & Cox (3)......................................................................................................................................

5,534,624

5.5 %

JPMorgan Chase & Co. (4) ......................................................................................................................

5,198,084

5.2 %

Directors and Named Executive Officers:

Kyle W. Gano, Ph.D. (5)..........................................................................................................................

635,601

Matthew C. Abernethy (6) .......................................................................................................................

397,068

Eric Benevich (7) ....................................................................................................

320,717

Sanjay Keswani, M.D. (8)........................................................................................................................

2,239

Jude Onyia, Ph.D. (9)...............................................................................................................................

178,111

Eiry W. Roberts, M.D. (10)......................................................................................................................

285,507

William H. Rastetter, Ph.D. (11)..............................................................................................................

122,832

Kevin C. Gorman, Ph.D. (12)...................................................................................................................

1,572,104

1.5 %

Gary A. Lyons (13) ..................................................................................................................................

194,793

Johanna Mercier (14) ...............................................................................................................................

49,862

George J. Morrow (15).............................................................................................................................

72,461

Leslie V. Norwalk (16).............................................................................................................................

40,050

Christine A. Poon (17) .............................................................................................................................

23,200

Richard F. Pops (18).................................................................................................................................

114,873

Shalini Sharp (19).....................................................................................................................................

48,222

Stephen A. Sherwin, M.D. (20)................................................................................................................

77,935

All current executive officers and directors as a group (20 persons) (21) ...............................................

4,768,380

4.6%

* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of the Company's common stock as of March 31, 2026.

Based on Amendment No. 13 to Schedule 13G filed by BlackRock, Inc. ("BlackRock") on April 28, 2025, reporting ownership as of March 31, 2025. According to such filing, BlackRock beneficially owns 12,052,271 shares of common stock and sole voting power as to 11,506,267 shares of common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the common stock held by BlackRock. No one person's interest in the common stock held by BlackRock is more than five percent of the Company's total outstanding common stock. The principal business address for BlackRock Inc. is listed in such filing as 50 Hudson Yards, New York, NY 10001.

Based on Amendment No. 9 to Schedule 13G filed by The Vanguard Group, Inc. ("Vanguard Group") on March 6, 2025, reporting ownership as of February 28, 2025. According to such filing, Vanguard Group beneficially owns 10,129,687 shares of common stock and sole voting power as to 0 shares of common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the common stock held by Vanguard Group. No one other person's interest in the common stock held by Vanguard Group is more than five percent of the Company's total outstanding common stock. The principal business address for the Vanguard Group is listed in such filing as 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various Vanguard subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis).

Based on Schedule 13G filed by Dodge & Cox on May 14, 2025, reporting ownership as of March 31, 2025. According to such filing, Dodge & Cox beneficially owns 5,534,624 shares of common stock and sole voting power as to 5,268,075 shares of common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the common stock held by Dodge & Cox. The principal business address for Dodge & Cox is listed in such filing as 555 California Street 40th Floor, San Francisco, CA 94104.

Based on Schedule 13G filed by JPMorgan Chase & Co. ("JPM") on January 21, 2026, reporting ownership as of December 31, 2025. According to such filing, JPM beneficially owns 5,198,084 shares of common stock and has sole voting power as to 4,705,046 shares of common stock, shared voting power as to 21,535 shares of common stock, sole dispositive power as to 5,196,778 shares of common stock, and shared dispositive power as to 1,221 shares of common stock. The principal business address for JPM is listed in such filing as 270 Park Avenue, New York, NY 10017.

Consists of (a) 150,991 shares of common stock and (b) 484,610 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026.

Consists of (a) 42,808 shares of common stock and (b) 354,260 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026.

Consists of (a) 63,333 shares of common stock and (b) 257,384 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026.

Consists of (a) 0 shares of common stock and (b) 2,239 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026.

Consists of (a) 25,846 shares of common stock and (b) 152,265 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026.

Consists of (a) 35,640 shares of common stock and (b) 249,867 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026. 34,455 of the outstanding shares of common stock are held by The Stephen Taylor and Eiry W. Roberts Joint Trust Agreement, of which Dr. Eiry has voting and investment power.

Consists of (a) 40,360 shares of common stock, (b) 79,154 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026. All of the outstanding shares of common stock are held by the Rastetter Family Trust established September 2, 2010, of which Dr. Rastetter has voting and investment power.

Consists of (a) 551,293 shares of common stock, and (b) 1,020,811 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026. All of the outstanding shares of common stock are held by The Gorman & Blais Family Trust, of which Dr. Gorman has voting and investment power.

Consists of (a) 120,482 shares of common stock, (b) 72,652 shares of common stock issuable pursuant to stock options exercisable within 60 days of

March 31, 2026, and (c) 1,659 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026. 114,499 of the outstanding shares of common stock are held by the Gary A. Lyons Revocable Living Trust U/A 6/8/12, of which Mr. Lyons has voting and investment power.

Consists of (a) 3,535 shares of common stock, (b) 43,009 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 7,068 shares of common stock, (b) 62,075 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 6,239 shares of common stock, (b) 32,152 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 1,659 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 1,435 shares of common stock, (b) 18,447 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 34,480 shares of common stock, (b) 77,075 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 2,429 shares of common stock, (b) 44,134 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 1,659 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 12,542 shares of common stock, (b) 62,075 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2026, and (c) 3,318 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Consists of (a) 1,180,846 shares of common stock held by our current directors and executive officers, (b) 3,562,649 shares of common stock issuable pursuant to stock options held by our current directors and executive officers that are exercisable within 60 days of March 31, 2026, and (c) 24,885 shares of common stock issuable pursuant to the vesting of restricted stock units within 60 days of March 31, 2026.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who beneficially own greater than 10% of a registered class of the Company's equity securities, to file reports of ownership on Form 3 and reports of changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and greater than 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms filed electronically with the SEC, and written representations from certain reporting persons that no Form 5 is required, the Company believes that its officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them during the fiscal year ended December 31, 2025, except that one report for each of Kyle Gano, Matt Abernethy, Darin Lippoldt, Julie Cooke, Eiry Roberts, David Boyer, Eric Benevich and Kevin Gorman was inadvertently filed one business day late with respect to one transaction each that occurred on February 8, 2025 (reported on February 12, 2025) due to an administrative oversight.

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.

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.

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.

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.

We have long believed that good corporate governance is important to ensure that Neurocrine Biosciences is managed for the long-term benefit of its stockholders. We periodically review our corporate governance policies and practices. The Board of Directors has adopted Corporate Governance Guidelines which describe our corporate governance practices and address corporate governance issues such as Board composition, responsibilities and director qualifications. These guidelines are available at www.neurocrine.com.

We are committed to maintaining strong corporate governance practices that promote the long-term interests of the Company and our stockholders and help strengthen the oversight functions of our management and Board of Directors. Additional information about our corporate governance policies and practices, including our committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Comprehensive Compliance Program, and Incentive Compensation Recoupment Policy, can be found on our website, https://www.neurocrine.com. Additionally, for more information on our commitment to corporate responsibility, including environmental matters and other key initiatives, please see our latest corporate responsibility disclosures, which can be found on our website under the section entitled "Investors". We believe these efforts reflect the best interests of our patients, our stockholders and the communities in which we operate and serve. The information posted on or accessible through our website is not incorporated into this Proxy Statement.

We believe that our strong corporate governance practices empower our independent directors to exercise effective oversight of our business generally and our management team specifically, including the performance of our CEO.

The following table highlights some of our key corporate governance practices:

☒

Director resignation policy for directors receiving less than majority support

☒ Stockholder ability to call special meetings

☒ Director overboarding policy ☒ Stockholder action by written consent

☒

Policies ensuring our Board is comprised of directors with a range of skills, professional experience, ideas and viewpoints

☒ No poison pill in force

☒ Separate Chairman and CEO ☒ Clawback policy

☒

All directors attended at least 75% of Board and relevant committee meetings

☒ New director orientation and continuing director

education

regular Board meeting

☒ Code of Business Conduct and Ethics ☒ Executive sessions of independent directors held at every

☒ Annual board and committee assessment ☒ Active stockholder engagement

☒ Proxy access for stockholders ☒ Robust commitment to corporate responsibility

As we continue to focus on discovering, developing, and commercializing life-changing treatments for patients with under-addressed neurological, psychiatric, endocrine, and immunological disorders, we rely on our talented and experienced Board to provide leadership, guidance and oversight. Our Board is comprised of individuals with a strong background in executive leadership, capital management and allocation, scientific research and drug development experience, and Company and industry knowledge. We believe that our directors' varied backgrounds and experiences result in different perspectives, ideas, and viewpoints, which make our Board more effective in carrying out its duties. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term interests of our stockholders.

The following matrix highlights the mix of key skills and experiences of our director nominees and continuing directors. This matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill or experience. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. Additional biographical information on each nominee is set out above.

Financial Expertise / Capital Management and Allocation

✓

Commercial Strategy/Market

Access

✓ ✓ ✓ ✓ ✓ ✓ ✓

Science and Medicine ✓ ✓ ✓ ✓

Drug Development ✓ ✓ ✓ ✓ ✓ ✓

Healthcare Industry ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Biotech and Pharma Operations Expertise

✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

M&A/Business Development Transactions

✓

Governance ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Investor Relations ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Global Business Operations ✓ ✓ ✓ ✓

Public Policy ✓ ✓ ✓ ✓

Executive Leadership ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Risk Management Oversight ✓ ✓ ✓ ✓ ✓

Human Capital Management ✓ ✓ ✓ ✓ ✓

Technology ✓

It is the Company's policy to separate the roles of CEO and Chairman of the Board. This separation recognizes the independent roles of the Board of Directors, Chairman of the Board and CEO. The Board of Directors sets Company strategy and provides oversight and accountability for the CEO and Company management. The Chairman of the Board presides over the Board of Directors and provides guidance to the CEO. The CEO and the balance of the Board of Directors set Company goals with the CEO providing leadership and day to day oversight in furtherance of those goals. The Company believes that separation of the Board of Directors and Company leadership reinforces the independence of the Board of Directors in its oversight of the business and affairs of the Company, and creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management's actions are in the best interests of the Company and its stockholders.

The Board of Directors annually reviews the independence of each of the directors. The Board of Directors has affirmatively determined that, with the exception of Kyle Gano, Ph.D., the Company's current CEO, and Kevin Gorman, Ph.D., the Company's former CEO, all current members of the Board of Directors meet the definition of "independent director" under the Nasdaq Stock Market qualification standards.

The Board of Directors is divided into three classes, designated Class I, Class II and Class III. Our Nominating / Corporate Governance Committee annually reviews the Company's classified Board structure to evaluate whether it continues to be the appropriate structure for the Company. At this time, the Nominating / Corporate Governance Committee and the Board continue to believe that maintaining this structure is appropriate and beneficial to our stockholders. Specifically, the Nominating / Corporate Governance Committee and the Board believe that the classified board structure:

promotes stability and continuity, allowing our Board and management to remain focused on our long-term strategic objectives;

enhances independence of our non-employee directors by decreasing potential pressures from special interest groups or others who may have motives or interests contrary to the creation of sustainable stockholder value; and

allows for the development of institutional knowledge at the board level, which is particularly important in the pharmaceutical industry, given the multi-year development cycles of our clinical programs.

The Board and the Nominating / Corporate Governance Committee will periodically review and continue to consider whether the classified Board structure aligns with the Company's long-term strategic objectives.

The overboarding policy set forth in our Corporate Governance Guidelines limits directors to a maximum of five public company boards, with named executive officers of public companies limited to a maximum of three public company boards and members of the Audit Committee limited to a maximum of three public company audit committees unless such director is a retired CPA, CFO or controller (or has similar experience).The Nominating / Corporate Governance Committee reviews our overboarding policy as part of its annual review of our corporate governance practices, which includes the Corporate Governance Guidelines, and compliance with our overboarding policy is reviewed at least annually by the Nominating / Corporate Governance Committee. All directors are currently compliant with our overboarding policy.

The Nominating / Corporate Governance Committee and the Board believe certain factors should inform whether a director serving on multiple boards can continue to serve effectively on our Board. These factors include the director's unique skills and experience, the value the director contributes to the Board's overall mix of perspectives and backgrounds, and the director's demonstrated ability to dedicate the necessary time, attention and energy to Board duties. The Board considers these factors as part of its regular evaluation and assessment processes and discusses them with current Board members and director candidates who serve on multiple public company boards.

The Nominating / Corporate Governance Committee recognizes that it is desirable to maintain a balance of longer-tenured directors whose experience and institutional knowledge provide them with a nuanced understanding of the Company and its operations, with newer directors who contribute fresh perspectives. Accordingly, the Nominating / Corporate Governance Committee and the Board have determined not to adopt mandatory retirement ages or tenure limits. Although the Board acknowledges that some stockholders have concerns regarding directors with longer service, the Board believes that such directors provide critical expertise and informed judgment to Board deliberations and decisions. In particular, the continuity such tenured directors provide facilitates meaningful contributions to, and more effective oversight of, management through the full breadth of the drug discovery and development process. While the Nominating / Corporate Governance Committee and the Board consider tenure when evaluating the Board's composition, they believe that imposing rigid restrictions would deprive the Board of the invaluable knowledge and leadership that experienced of members of the Board are able to offer to the Company.

The Board of Directors held a total of nine meetings during 2025. For 2025, the Board of Directors had an Audit Committee, a Compensation Committee, a Nominating/ Corporate Governance Committee, and a Science and Medical Technology Committee.

Charters for each of these committees have been established and approved by the Board of Directors and current copies of the charters for each of the committees have been posted on the Company's website at https://www.neurocrine.com.

During 2025, all directors in office at that time attended at least 75% of the total number of meetings of the Board of Directors and committees of the Board of Directors on which they served.

The table below provides membership information for each of the committees of the Board during 2025.

William H. Rastetter, Ph.D. (Board Chair)

MEMBER

Kevin C. Gorman, Ph.D.

MEMBER

Gary A. Lyons

MEMBER

Johanna Mercier

MEMBER

George J. Morrow

MEMBER

Leslie V. Norwalk

CHAIR

Christine A. Poon

MEMBER

Richard F. Pops

CHAIR

MEMBER

Shalini Sharp

CHAIR

MEMBER

Stephen A. Sherwin, M.D.

MEMBER

CHAIR

The Company's Audit Committee is comprised entirely of directors who meet the independence requirements set forth in Nasdaq Stock Market Rule 5605(c)(2)(A). Information regarding the functions performed by the committee is set forth in the "Report of the Audit Committee," included in this Proxy Statement. The Board of Directors has determined that Ms. Sharp, Ms. Poon and Dr. Sherwin are "audit committee financial experts" within the meaning of item 407(d)(5) of SEC Regulation S-K. This committee met eight times during 2025.

The Compensation Committee reviews and recommends to the Board of Directors the compensation of directors, executive officers and other employees of the Company. Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. Each member of the Compensation Committee is an "independent director" as defined by Nasdaq Stock Market Rule 5605(a)(2) and a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act. This committee met six times during 2025. Please also refer to "Role of the Compensation Committee" section under the section titled "Compensation Discussion and Analysis" for additional information regarding the role of the Compensation Committee.

The Nominating/ Corporate Governance Committee is responsible for recommending nominees for election to the Board of Directors, developing and implementing policies and practices relating to corporate governance, and providing oversight with respect to the following matters: corporate responsibility, supply chain risk, quality systems, drug safety and governmental relations, public policy, political contributions, and related expenditures. The Nominating/ Corporate Governance Committee also administers the Company's Code of Business Conduct and Ethics (the "Code"), which applies to all of the Company's officers, directors and employees, and is available on the Company's website at https://www.neurocrine.com. If we make any amendments to the Code or grant any waiver froma provision of the Code to any executive officer or director, we will promptly make any required disclosure regarding the nature of the amendment or waiver on our website or in a current report on Form 8-K. The functions of this committee also include consideration of the composition of the Board of Directors and recommendation of individuals for election as directors of the Company. The Nominating/ Corporate Governance Committee will consider nominees recommended by stockholders, provided such nominations are made pursuant to the Company's bylaws and applicable law. Each member of the Nominating/ Corporate Governance Committee is an "independent director" as defined by Nasdaq Stock Market Rule 5605(a)(2).This committee met four times during 2025.

Disclaimer

Neurocrine Biosciences Inc. published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 15, 2026 at 21:15 UTC.