Matthew C. Abernethy
NEUROCRINE BIOSCIENCESAbout Matthew C. Abernethy
Matthew C. Abernethy, age 45, has served as Chief Financial Officer (CFO) of Neurocrine Biosciences (NBIX) since November 2017, overseeing corporate finance, commercial supply chain, IT, investor relations, facilities, and European operations . He previously held senior finance roles at Zimmer Biomet and began his career at KPMG, becoming a certified public accountant (inactive) . Company performance in 2024 included INGREZZA net product sales of $2.3B (+26% YoY), achieving the non-GAAP net income budget, and successful ERP implementation—factors cited in his above-target annual bonus payout . NBIX’s executive pay program received ~94% support in 2024 and was again approved on an advisory basis in 2025 (77.98M for, 6.07M against) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zimmer Biomet | VP Investor Relations & Treasurer; VP Finance for the Americas & Global Product Engines | 2009–2017 | Led IR and multi-regional finance operations; supported product engine financial management |
| KPMG LLP | Audit/CPA (inactive) | Not disclosed | Foundational audit and accounting expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (Amended Agreement) |
|---|---|---|---|---|
| Base Salary ($) | $618,240 | $646,061 | $684,824 | $725,913 |
| Target Bonus (% of Base) | 50% | 50% | 50% | 50% |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Actual/Achievement | Bonus Payout |
|---|---|---|---|
| INGREZZA net sales | $2.15B–$2.25B | $2.3B; exceeded range | Corporate goal achievement: 115% |
| Financial/Operational | Meet non-GAAP net income budget | Achieved | CFO discretionary uplift for impact (ERP rollout, budget execution) |
| ERP Implementation | Go-live by Mar 31, 2024 | Implemented new enterprise-wide ERP in Q1 2024 | Contributed to CFO’s 132% of target payout |
| Executive | 2024 Target Bonus ($) | 2024 Actual Bonus Paid ($) | Payout (% of Target) |
|---|---|---|---|
| Matthew C. Abernethy (CFO) | $342,412 | $452,840 | 132% |
2024 Long-Term Equity Awards (Grant detail and vesting)
| Award Type | Grant Date | Shares | Vesting | Grant Value ($) |
|---|---|---|---|---|
| Stock Options (exercise price $133.84) | 02-13-2024 | 45,058 | Monthly over 4 years | $2,799,904 |
| RSUs | 02-13-2024 | 8,966 | Annual pro rata over 4 years | $1,200,009 |
| PRSUs (min/target/max) | 03-18-2024 | 8,032 / 10,040 / 12,550 | Earned based on two performance metrics; 3-year period through 12-31-2026 | $1,399,978 (target grant-date fair value) |
PRSU performance metrics for 2024 grants target revenue diversification and business development objectives; specific thresholds withheld until certification in 2027 due to competitive sensitivity .
2022 PRSUs: Performance and Payout (Certified for period ending 12-31-2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| FDA approval: INGREZZA HD indication | 40% | Approval at target level | Achieved (Aug 2023) | 100% of portion |
| Phase 3 initiations (excluding specified programs) | 60% | 2 trials at target (min=1, upside=3, max≥4) | 0 trials initiated | 0% of portion |
| Total PRSU payout | — | — | — | 40% of target |
Equity Ownership & Alignment
Beneficial Ownership
| Date | Total Beneficial Ownership (shares) | % of Outstanding | Direct/Common Shares | Options Exercisable within 60 days |
|---|---|---|---|---|
| 03-25-2024 | 321,147 | <1% | 31,528 | 289,619 |
| 03-24-2025 | 336,274 | <1% | 35,810 | 300,464 |
- Stock ownership guidelines: 1x base salary for executive officers; all executives, including CFO, in compliance as of March 24, 2025 .
- Hedging, pledging, short sales, margining prohibited; open-market transactions must be executed under Rule 10b5-1 plans with waiting periods; plan amendments restricted .
- 2024 monetization: CFO exercised 45,000 options (value realized $3,081,819) and vested 9,292 RSUs (value realized $1,281,327), conducted under policy controls .
Selected Outstanding Awards (12-31-2024 snapshot)
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price | Unvested RSUs | Unearned PRSUs (Target) |
|---|---|---|---|---|---|---|
| Stock Option | 02-07-2019 | 83,341 | — | $81.05 | — | — |
| Stock Option | 02-06-2020 | 61,347 | — | $102.90 | — | — |
| Stock Option | 02-08-2021 | 47,005 | 2,044 | $117.63 | 1,860 | — |
| Stock Option | 01-31-2022 | 48,389 | 17,973 | $79.02 | 4,873 | 6,075 |
| Stock Option | 02-13-2023 | 29,237 | 34,552 | $103.52 | 7,698 | — |
| Stock Option | 02-13-2024 | 9,387 | 35,671 | $133.84 | 8,966 | 10,040 |
Employment Terms
- Appointment and tenure: Appointed CFO in November 2017; responsibilities include finance, supply chain, IT, investor relations, facilities, and EU operations .
- 2017 employment agreement (historic): Initial base $420,000 (2018), target bonus 50%, equity eligibility, inducement and relocation benefits; terminable for cause, disability, constructive termination or resignation .
- 2025 Amended Employment Agreement: Base salary $725,913; target bonus 50%; severance benefits governed by Executive Severance Plan; compensation subject to clawback policies (SEC/Nasdaq-compliant) .
- Clawbacks: Incentive compensation recoupment policy adopted Oct 2023 (SEC/Nasdaq), prior misconduct-based policy applies for awards received pre-10-02-2023 .
- Severance economics (Executive Severance Plan, adopted Feb 7, 2025):
- Outside change-in-control (CIC): 1x (base + target bonus); pro‑rata annual bonus based on actual; 12 months COBRA premiums; 12 months time-vested equity acceleration; performance awards vest only if Committee determines goals met .
- Within 12 months post‑CIC (double trigger): 1.5x (base + target bonus); pro‑rata target bonus; 18 months COBRA premiums; full acceleration of all equity; PRSUs vest at greater of target or actual as determined .
- Death/Disability: Full acceleration of equity at greater of target or actual for performance awards .
- No excise tax gross‑ups in executive arrangements; governance policy disallows such gross‑ups .
Potential Payments (as of 12-31-2024 illustrative values)
| Scenario | Salary ($) | Bonus ($) | Accrued Comp ($) | Equity ($) | Medical ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination (no CIC) | 684,824 | 342,412 | 98,772 | 2,790,620 | 35,352 | 3,951,980 |
| CIC + Termination | 1,027,236 | 513,618 | 98,772 | 8,787,907 (incl. options/RSUs/PRSUs at target) | 53,028 | 10,480,561 |
| Disability | 684,824 | 342,412 | 98,772 | 2,790,620 | 35,352 | 3,951,980 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation $6.60M (salary $684,824; bonus $452,840; option awards $2.80M; stock awards $2.60M; other $57,646), heavily weighted to equity and at-risk pay .
- Shift toward RSUs: 2024 equity mix included RSUs alongside options and PRSUs to balance retention with performance-linked components; options/RSUs vest over time; PRSUs require multi‑year metric achievement .
- Discretionary bonus alignment: CFO’s bonus uplift to 132% reflected achievement of operational/financial goals (non-GAAP net income; ERP), consistent with pay-for-performance .
- PRSU discipline: 2022 PRSUs paid 40% of target due to unmet Phase 3 initiation metric, demonstrating downside exposure for performance awards .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote support: ~94% approval in 2024; historical support >92% in 2022–2024 .
- 2025 votes: NEO compensation approved (77,981,925 for; 6,070,336 against; 1,676,512 abstentions) .
- Ongoing engagement: Board/Compensation Committee maintains independent consultant (FW Cook), peer benchmarking, and regular investor outreach .
Equity Trading Policies & Pledging
- Strict prohibitions on hedging, pledging, short sales, and margining; 10b5‑1 trading plans required for open-market transactions and same‑day sales; waiting periods and amendment restrictions apply .
- Company reported no hedging/pledging/margining transactions in 2024 and as of the record date .
Investment Implications
- Alignment: High proportion of at‑risk equity (options/PRSUs) and rigorous clawbacks align CFO incentives with sustainable value creation; 2022 PRSU shortfall underscores performance accountability .
- Retention risk: Double‑trigger CIC protection (1.5x cash; full equity acceleration) mitigates forced attrition in transactions, while time‑based vesting and ownership guidelines promote ongoing alignment; no gross‑ups reduces shareholder friction .
- Trading signals: 2024 option exercises ($3.08M realized) and RSU vesting ($1.28M) indicate periodic liquidity events under controlled plans—monitor for ongoing 10b5‑1 activity and PRSU certification timelines (2026/2027) that could influence sale timing .
- Pay governance: Strong say‑on‑pay support and independent oversight (FW Cook; peer benchmarking) reduce compensation controversy risk and support investor confidence in pay-for-performance structures .