Christine A. Poon
NEUROCRINE BIOSCIENCESAbout Christine A. Poon
Christine A. Poon (age 72) has served as an independent Class I director of Neurocrine Biosciences (NBIX) since July 2023. She is the former Vice Chairman of Johnson & Johnson and former Dean of The Ohio State University’s Fisher College of Business. She currently serves on the boards of Prudential Financial, Regeneron (Lead Independent Director), and The Sherwin-Williams Company, and was previously Vice Chair of the Supervisory Board of Royal Philips Electronics and a director of Decibel Therapeutics . NBIX’s board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Vice Chairman; Worldwide Chair, Pharmaceuticals; Company Group Chair | 2000–2009 | Executive Committee; global operating leadership |
| Bristol-Myers Squibb | Various senior management roles | ~15 years prior to 2000 | Broad pharma operating experience |
| Ohio State University (Fisher College of Business) | Dean; Executive-in-Residence | 2009–2014 (Dean) | Academic leadership, talent development |
| Royal Philips Electronics | Vice Chair, Supervisory Board | Prior (dates not specified) | Board oversight at multinational industrial/health tech |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Regeneron Pharmaceuticals | Lead Independent Director; Director | Current | Lead Independent Director role underscores governance authority |
| Prudential Financial | Director | Current | Financial services oversight |
| The Sherwin-Williams Company | Director | Current | Industrial/consumer sector board experience |
| Decibel Therapeutics | Director | Former | Biotech board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Board class/term | Class I; holds office until 2027 Annual Meeting |
| Committee assignments (current) | Audit Committee (member); Nominating/Corporate Governance Committee (member) |
| Committee effective dates in 2024 | Joined Nominating/Corporate Governance Feb 6, 2024; joined Audit Feb 12, 2024 |
| Committee chair roles | None (Audit Chair: Shalini Sharp; Nominating/CG Chair: Leslie Norwalk) |
| Designation | “Audit committee financial expert” (with Sharp and Sherwin) |
| Attendance | All directors attended at least 75% of Board and relevant committee meetings in 2024 |
| Meeting cadence (2024) | Board: 7 meetings; Audit: 9; Nominating/CG: 5 |
| Executive sessions | Held at every regular Board meeting |
Fixed Compensation
| Component | Policy/Rate | Ms. Poon – 2024 Actual |
|---|---|---|
| Annual cash retainer | $60,000 for non-employee directors | $81,541 (reflects base retainer plus pro-rated committee retainers after joining committees in Feb 2024) |
| Committee retainers (members) | Audit: $12,000; Nominating/CG: $9,000; Compensation: $12,000; Science & Medical Tech: $10,000 | Included in “Fees Earned,” consistent with committee joins in Feb 2024 |
| Committee chair premiums | Audit Chair: $25,000; Comp Chair: $20,000; Nominating/CG Chair: $18,000; Sci/Med Tech Chair: $20,000 | Not applicable (not a chair) |
| Equity ownership guideline (directors) | 3x annual cash retainer; five-year compliance window; includes net exercisable value of vested options; all directors in compliance as of Mar 24, 2025 | In compliance |
| 2025 cash update | Non-executive Board Chair retainer increased by $5,000; others unchanged | Not specific to Poon |
Performance Compensation
| Equity Element | Structure | Ms. Poon – 2024 Grants |
|---|---|---|
| Annual equity award | Approximately $400,000 grant value elected as RSUs, options, or 50/50 split; one-year vest; options at fair market value on grant date | RSUs $200,082 and Options $200,003 (indicative of 50/50 election) |
| Initial equity (for new directors) | ~$800,000 in options; 3-year monthly vest; 10-year term | Joined in 2023; not applicable for 2024 |
| Director comp cap (plan limit) | 2020 Plan cap $1.25M per annual period ; reduced to $750,000 under 2025 Plan; initial-election equity cap $1.5M; total cap in first year $2.25M | Governance tightening lowers potential dilution/cash outlay |
No performance-vested equity is used for non-employee directors; RSUs and options vest on time-based schedules to align directors with shareholders without tying director oversight to operational KPIs .
Other Directorships & Interlocks
- Current public company boards: Regeneron (Lead Independent Director), Prudential Financial, and The Sherwin-Williams Company .
- NBIX overboarding policy: maximum five public company boards; Audit Committee members limited to three audit committees unless retired CPA/CFO/controller; all directors currently compliant . Ms. Poon’s disclosed roles are within NBIX policy limits .
- Related-party transactions: None reported in fiscal 2024 .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; brings deep pharma operating leadership (J&J, BMS), international markets experience, and capital allocation expertise; recognized as HBA Woman of the Year (2004) and CNBC/WSJ Business Leader of the Future (2005) .
- Board processes emphasize annual self-assessments (run with external counsel), director education, and robust governance practices (proxy access, executive sessions, clawback policy) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 14,424 shares (<1% of outstanding) |
| Composition | 12,989 shares via options exercisable within 60 days; 1,435 RSUs vesting within 60 days |
| Shares outstanding (context) | 98,938,234 shares outstanding as of Mar 24, 2025 |
| Hedging/pledging policy | Hedging, shorting, and pledging prohibited; no hedging/pledging/margin transactions in 2024; 10b5-1 plans required for directors |
| Director ownership guideline compliance | All non-employee directors, including Ms. Poon, in compliance as of Mar 24, 2025 |
Governance Assessment
- Strengths
- Independence and audit depth: Independent director; designated “audit committee financial expert”; sits on Audit and Nominating/Corporate Governance committees; Audit met 9x in 2024, supporting rigorous oversight .
- Ownership alignment and guardrails: Annual $400k equity grants, one-year vest; director ownership guideline (3x retainer) and strong anti-hedging/pledging policy; all directors in compliance .
- Compensation discipline: 2025 Plan reduces director total compensation cap from $1.25M to $750k per annual period; clawback policy in place; no related-party transactions in 2024 .
- Engagement and process quality: Annual Board and committee assessments (external counsel facilitated); executive sessions each regular meeting; shareholder outreach to 19 holders (~46% of shares); 2024 say-on-pay passed with ~94% support, indicating investor alignment with governance and pay practices .
- Watch items
- Board load: Multiple outside boards (Regeneron, Prudential, Sherwin-Williams) plus NBIX; within NBIX overboarding policy and common for large-cap directors, but monitor time commitments, especially given Audit Committee service at NBIX .
- Attendance disclosure: Company reports all directors ≥75% attendance; individual director attendance rates not disclosed—continue to monitor future proxies for any changes .
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Option Awards (Grant-date FV) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|---|
| 2024 | $81,541 | $200,003 | $200,082 | $481,626 |
- Standard 2024 cash retainer and committee rates: $60,000 base; Audit member $12,000; Nominating/CG member $9,000; one-year vesting on director equity; options priced at market .
Attendance & Independence
| Metric | Disclosure |
|---|---|
| Director independence | All directors independent except current CEO (Gano) and former CEO (Gorman) |
| 2024 attendance | All directors attended ≥75% of Board/committee meetings |
| Board meetings (2024) | 7 |
Section 16 and Insider Activity
- Section 16 compliance: Company states officers and directors complied with Section 16(a) in 2024; one late report was for a charitable contribution filed on behalf of Dr. Sherwin; no exceptions noted for Ms. Poon .
- Related-person transactions: None in 2024 .
Potential Conflicts or Related-Party Exposure
- None reported for Ms. Poon; Audit Committee oversees related-party review; no company related-person transactions in 2024 .
Summary Implications for Investors
- Ms. Poon enhances NBIX’s board with deep pharma operating expertise, audit/financial oversight credentials, and significant public board leadership. Her committee roles (Audit and Nominating/CG), independence, and compliance with stringent ownership/anti-hedging policies support investor confidence. Governance continues to strengthen with reduced director comp caps and robust board processes; monitor aggregate board workload and continued strong attendance in future cycles .