Neurogene Announces Inducement Equity Grants Under Nasdaq Listing Rule 5635(c)(4)
Neurogene Inc. (Nasdaq: NGNE), a clinical-stage biotechnology company committed to developing life-changing genetic medicines for individuals and families affected by rare neurological diseases, today announced that the Compensation Committee of its Board of Directors has approved the grant of non-qualified stock options to purchase an aggregate of 9,390 shares of Neurogene’s common stock to four new employees, effective October 1, 2025 (the “Grant Date”). These equity awards (the “Inducement Grants”) were approved under the Company’s 2025 Inducement Plan (the “Plan”) and were granted as a material inducement to the employees entering into employment with Neurogene, in accordance with Nasdaq Listing Rule 5635(c)(4).
The Inducement Grants are designed to align the interests of new employees with those of Neurogene’s shareholders, fostering long-term value creation as the company continues to advance its mission of transforming the treatment landscape for patients with rare neurological diseases. By granting these options, Neurogene recognizes the vital contributions these employees will make in accelerating clinical and operational progress across the company’s genetic medicine programs.
Purpose and Terms of the Inducement Grants
The non-qualified stock options granted under the Plan carry an exercise price per share equal to the closing price of Neurogene’s common stock on the Nasdaq Global Market on the Grant Date, ensuring that the value of the awards is tied directly to shareholder performance. These options will vest over a four-year period, reflecting the company’s emphasis on long-term commitment and sustained contribution.
Specifically, 25% of the options will vest on the first anniversary of the vesting commencement date, with the remaining 75% vesting in equal quarterly installments over the subsequent 36 months, subject to each employee’s continued employment with Neurogene through the applicable vesting dates. Any unvested portion of the options will be forfeited in the event the employee’s service with the company terminates prior to vesting.
The structure of these Inducement Grants reflects common industry practice in biotechnology and life sciences, where equity compensation serves as an essential tool for attracting and retaining top-tier talent in a highly competitive market. These grants are non-dilutive in the sense that they are issued under a pre-approved plan specifically designated for inducement awards, separate from shareholder-approved equity incentive plans, and are compliant with Nasdaq’s rules for new-hire inducement awards.
Alignment with Nasdaq Listing Rule 5635(c)(4)
Nasdaq Listing Rule 5635(c)(4) allows companies to grant equity awards to new employees outside of shareholder-approved equity plans, provided that such awards are a material inducement to entering employment. These grants must be approved by the company’s independent Compensation Committee and publicly disclosed via a press release.
By issuing these awards under this rule, Neurogene reaffirms its commitment to transparent governance, compliance with listing standards, and responsible equity practices. This approach allows the company to attract highly skilled professionals in a competitive talent market, while maintaining accountability to shareholders and adhering to all relevant disclosure requirements.
The use of inducement awards under Rule 5635(c)(4) provides Neurogene with flexibility to hire individuals with specialized expertise necessary for advancing its programs. This mechanism ensures that critical hires—particularly in scientific, clinical, and regulatory functions—can be rewarded appropriately for their expected contributions to the company’s success.
Strategic Importance of the New Hires
The four new employees receiving these inducement grants join Neurogene at a pivotal stage in its growth trajectory. As a clinical-stage genetic medicine company, Neurogene continues to expand its research and development activities, advance its clinical pipeline, and build operational capabilities to support future commercialization efforts.
Each of the new hires brings extensive experience and specialized knowledge in key areas such as clinical operations, translational science, regulatory affairs, and program management. These functions are critical to executing Neurogene’s ongoing and planned clinical trials, strengthening its regulatory interactions, and ensuring that the company continues to deliver on its mission of bringing transformative therapies to patients in need.
The inducement grants serve not only as a competitive component of total compensation but also as a recognition of the expertise these professionals contribute. In the fast-evolving biotechnology sector, where innovation depends heavily on the strength of scientific and clinical teams, equity-based incentives remain an integral part of recruitment and retention strategies.
Commitment to Employee Ownership and Long-Term Value Creation
Neurogene’s equity compensation philosophy is rooted in the belief that ownership aligns employees’ interests with those of shareholders, encouraging a shared focus on the company’s long-term success. By participating directly in the company’s potential value creation through stock options, employees are motivated to contribute to sustained operational and scientific excellence.
The 2025 Inducement Plan reflects Neurogene’s ongoing commitment to this principle. It enables the company to continue granting equity awards to newly hired employees whose skills, experience, and leadership are instrumental in achieving Neurogene’s corporate objectives.
Moreover, equity participation fosters a sense of shared purpose and ownership among employees, reinforcing Neurogene’s collaborative culture. As the company advances multiple programs through development, this alignment between individual performance and organizational outcomes remains a cornerstone of its human capital strategy.
