Incyte Form 4 — Equity Awards to EVP Include TSR-Linked Performance Shares
Rhea-AI Filing Summary
Incyte Corp (INCY) reported equity awards to David H. Gardner, EVP and Chief Strategy Officer, on 09/22/2025. The filing shows a grant of 9,429 restricted stock units (RSUs) that vest 25% annually over four years and are settled one-for-one in common stock. The report also lists 23,573 performance shares that can pay up to 200% of one share based on relative total shareholder return versus a fixed peer group over a three-year performance period beginning 01/01/2025, with earned shares vesting on the third anniversary. Additionally, 42,899 employee stock options were granted at an $84.73 exercise price, exercisable in 37 installments with the first 25% after one year and monthly vesting thereafter, expiring 09/22/2035. The filing shows the reporting person beneficially owned 9,429 common shares and had derivative interests underlying 23,573 performance shares and 42,899 options following the grants.
Positive
- 9,429 RSUs granted with explicit 25% annual vesting over four years, providing clear retention structure
- 23,573 performance shares tied to relative TSR over a three-year period beginning 01/01/2025, with up to 200% payout, aligning pay with shareholder returns
- 42,899 stock options granted at an $84.73 exercise price with a 09/22/2035 expiration and detailed 37-installment vesting schedule
Negative
- None.
Insights
TL;DR: Executive received time-based RSUs, performance shares tied to TSR, and long-dated options; standard multi-year vesting structure.
The awards combine retention-focused RSUs with performance-based equity and long-duration options. The RSUs vest 25% annually over four years, aligning service retention incentives. Performance shares use a relative TSR metric over a three-year period beginning 01/01/2025 and can pay up to 200% per share, indicating a performance lever tied to peer-relative share price appreciation. The options carry an $84.73 exercise price and a ten-year term to 09/22/2035 with staged exercisability in 37 installments, which is a detailed staggered vesting schedule that blends initial cliff vesting with subsequent monthly vesting.
TL;DR: Grants reflect common governance practice: mix of service and performance awards with explicit vesting and performance periods.
The Form 4 discloses clear grant mechanics: RSUs settled one-for-one, performance shares tied to relative TSR versus a defined peer group, and option vesting specified in installments. The disclosure provides material grant sizes: 9,429 RSUs, 23,573 performance shares (each convertible up to 200%), and 42,899 options at $84.73. All holdings are reported as direct beneficial ownership post-grant. The filing is complete in describing vesting schedules and performance measurement windows, enabling stakeholders to assess timing and potential dilution from these awards.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Shares | 23,573 | $0.00 | -- |
| Grant/Award | Employee Stock Option (right to buy) | 42,899 | $0.00 | -- |
| Grant/Award | Common Stock | 9,429 | $0.00 | -- |
Footnotes (1)
- Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years. The RSUs may be settled only for shares of common stock on a one-for-one basis. Includes the September 22, 2025 aggregate grant of 9,429 shares of common stock. Each performance share represents the right to receive up to 200% of one share of common stock. Such shares may be earned based upon the issuer's relative total shareholder return ("TSR") over a three-year performance period beginning on January 1, 2025 as compared to the TSR of companies in a fixed peer group, as set forth in the Performance Share Award Agreement. The earned shares will vest on the third anniversary of the grant date subject to the Reporting Person's continued service with the issuer. The September 22, 2025 options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
