Incyte Grants Equity Awards to Incoming CEO Bill Meury Under Nasdaq Rule 5635(c)(4)
Incyte Corporation (Nasdaq: INCY) announced the grant of equity inducement awards to Bill Meury, marking a key milestone as he steps into his new role as the company’s President and Chief Executive Officer. These grants, made in accordance with Nasdaq Listing Rule 5635(c)(4), were issued under Incyte’s 2024 Inducement Stock Incentive Plan and approved by the Compensation Committee of the Board of Directors. The awards serve as a material inducement for Mr. Meury’s employment with the company and are designed to align his long-term interests with those of Incyte’s shareholders.
Structure of the Inducement Awards
As part of his onboarding, Mr. Meury received a comprehensive equity package structured to reflect both his strategic leadership role and the company’s ongoing commitment to driving performance-based value creation. In lieu of the standard annual equity awards that Incyte typically distributes in July, Mr. Meury’s inducement package includes:
- Stock Options: An award of stock options to purchase 110,630 shares of Incyte common stock, granted and commencing vesting as of June 26, 2025. The options carry an exercise price of $70.81, matching the closing share price on the date of grant. These options are subject to a 10-year term and follow a standard vesting schedule: 25% of the options will vest one year after the grant date, and the remaining 75% will vest in 36 equal monthly installments thereafter, contingent upon continued service.
- Restricted Stock Units (RSUs): On July 2, 2025, Mr. Meury was granted 36,101 RSUs, which will vest in four equal installments—25% on each of the first four anniversaries of the vesting commencement date, provided he remains with the company on those dates.
- Performance Share Units (PSUs): Also awarded on July 2, 2025, Mr. Meury received performance shares with a target of 108,303 shares. These PSUs are linked to Incyte’s relative total shareholder return (TSR) performance over a three-year period beginning January 1, 2025. The performance will be measured against a fixed peer group, consistent with the methodology used for other executive performance share grants. Depending on Incyte’s TSR, Mr. Meury can earn between 0% and 200% of the target number of shares. Earned shares, if any, will vest on the third anniversary of the grant date, contingent upon his continued service with the company.
One-Time Sign-On Performance Award
In addition to the standard inducement grants, Mr. Meury also received a one-time sign-on performance share award to further incentivize sustained stock performance and long-term leadership stability. This special award includes a target of 125,000 performance shares that may be earned at a rate of 0–400% depending on Incyte’s stock price appreciation over a six-year period. The design of this award emphasizes both time-based and performance-based vesting components:
- Service Vesting: Shares will vest on the later of the first anniversary of the grant date or upon the achievement of predefined stock price hurdles.
- Performance Vesting: The vesting of shares is contingent upon the achievement of ambitious, sustained stock price thresholds. If achieved, shares will be issued in tranches between the third and sixth anniversaries of Mr. Meury’s hiring date, further reinforcing long-term alignment between executive leadership and shareholder interests.
Purpose and Governance
These equity awards were granted outside the Company’s shareholder-approved equity plans and are intended to comply fully with Nasdaq Listing Rule 5635(c)(4), which allows equity awards to new employees in circumstances where such inducement is a material factor in the hiring decision. The awards were approved by the Compensation Committee of Incyte’s Board of Directors, ensuring transparency and adherence to corporate governance principles.
The design of Mr. Meury’s inducement package underscores Incyte’s emphasis on performance-driven leadership and shareholder alignment. By tying a significant portion of the total potential compensation to long-term company performance and stockholder return, the company is signaling its confidence in Mr. Meury’s ability to lead Incyte through its next phase of strategic growth and innovation in biopharmaceutical development.
About Incyte
Incyte is a Wilmington, Delaware-based biopharmaceutical company focused on finding innovative solutions for serious unmet medical needs. The company has built a robust portfolio across oncology and inflammation and continues to invest in high-impact research and development. With a growing pipeline and a strong commercial footprint, Incyte is positioned for sustained growth under Mr. Meury’s leadership.
As Mr. Meury officially begins his tenure as President and CEO, this equity inducement package sets the foundation for a leadership journey that is deeply aligned with the interests of shareholders, patients, and employees alike.
