UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Emerging growth company
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 10, 2019, the Board of Directors (the “Board”) of Neurocrine Biosciences, Inc., a Delaware corporation (“Neurocrine”), upon the recommendation of its Nominating / Corporate Governance Committee, appointed Leslie V. Norwalk as a member of the Board, effective immediately. Ms. Norwalk has been appointed as a Class I director to serve until Neurocrine’s 2021 annual meeting of stockholders.
Ms. Norwalk, age 53, serves as a director of NuVasive, Endologix, Providence Service Corporation, Magellan Health, and Arvinas, as well as several privately-held healthcare companies. She also serves as a healthcare, regulatory and policy advisor to three private equity firms: Warburg Pincus, Peloton Equity, and Enhanced Equity Fund. Ms. Norwalk began her career in the public sector as The White House Special Assistant to the 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. While at the CMS, Ms. Norwalk served as Deputy Administrator, and Counselor and Policy Advisor, before assuming the role of Acting Administrator. Ms. Norwalk holds a Juris Doctorate from the George Mason University School of Law and a Bachelor of Arts degree in economics and international relations from Wellesley College.
In connection with her service on the Board, Ms. Norwalk will receive a $50,000 annual cash retainer, and she was granted a nonstatutory stock option to purchase 15,000 shares of the Company’s common stock. The stock option has an exercise price equal to the closing price of the Company’s common stock on the date of grant (i.e., the date Ms. Norwalk was appointed to the Board), is subject to a ten-year term and vests monthly over the three-year period following the date of grant. Ms. Norwalk will also be reimbursed for expenses incurred in connection with performing her duties as a director of the Company. Ms. Norwalk has executed Neurocrine’s standard Indemnity Agreement for executive officers and directors. The Company is not aware of any transaction involving Ms. Norwalk requiring disclosure under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NEUROCRINE BIOSCIENCES, INC. |
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Date: September 11, 2019 |
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/s/ Darin M. Lippoldt |
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Darin M. Lippoldt |
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Chief Legal Officer |