Incyte Corporation (Nasdaq: INCY) announced today equity inducement awards grants to Bill Meury in connection with his appointment as the Company’s new President and Chief Executive Officer. The awards are made pursuant to the Company’s 2024 Inducement Stock Incentive Plan and were approved by the compensation committee of the Company’s Board of Directors as an inducement material to the new employee entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

As an inducement material to his employment and in lieu of the annual equity awards the Company typically grants in July of each year, Mr. Meury received, with a grant and vesting commencement date of June 26, 2025, an award of stock options to purchase 110,630 shares of the Company’s common stock and, with a grant and vesting commencement date of July 2, 2025, an award of restricted stock units (RSUs) to acquire 36,101 shares of the Company’s common stock and an award of performance shares with a target number of shares of 108,303. The stock options have an exercise price of $70.81 per share, which is equal to the closing price of the Company’s common stock on the grant date. The stock options have a ten-year term and vest as to 25% of the shares subject to the stock options on the one-year anniversary of the grant date with the remainder vesting in 36 successive equal monthly installments, subject to Mr. Meury’s continued service with the Company on each such date. The RSUs will vest as to 25% of the shares subject to the RSUs on each of the first four anniversaries of the vesting commencement date, subject to Mr. Meury's continued service with the Company on each such date. The performance shares can be earned at 0-200% of target based on the Company’s relative total shareholder return (TSR) performance over a three-year performance period beginning January 1, 2025 as compared to the TSR of companies in the same fixed peer group that will be used for the Company’s July 2025 annual performance share awards to its other executive officers and, if earned, will vest on the third anniversary of the grant date, subject to Mr. Meury’s continued service. Mr. Meury also received, on July 2, 2025, as an inducement material to his employment, a one-time sign-on award of performance shares with a target number of shares of 125,000 that can be earned at 0-400% of target based on actual stock price performance and that are subject to service and performance vesting conditions, with service vesting on the later of the first anniversary of the grant date and the achievement of the applicable stock price hurdle, and performance vesting conditions that can be earned on achievement of significant sustained stock price appreciation hurdles over a six-year period (and which settle on an extended basis via the issuance of common stock after the vesting of the performance shares and between the third and sixth anniversaries of the hiring date, as applicable).

About Incyte

A global biopharmaceutical company on a mission to Solve On., Incyte follows the science to find solutions for patients with unmet medical needs. Through the discovery, development and commercialization of proprietary therapeutics, Incyte has established a portfolio of first-in-class medicines for patients and a strong pipeline of products in Oncology and Inflammation & Autoimmunity. Headquartered in Wilmington, Delaware, Incyte has operations in North America, Europe and Asia.

For additional information on Incyte, please visit Incyte.com or follow us on social media: LinkedIn, X, Instagram, Facebook, YouTube.

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