Darin M. Lippoldt
NEUROCRINE BIOSCIENCESAbout Darin M. Lippoldt
Chief Legal Officer and Corporate Secretary at Neurocrine Biosciences since October 2014, overseeing legal, intellectual property, and compliance. Age 59 as of the 2025 record date. Holds a B.B.A. in Finance, M.A. in International Relations, and J.D. from St. Mary’s University; previously served as EVP, General Counsel, Chief Compliance Officer, and Corporate Secretary at Volcano Corporation, Associate General Counsel at Amylin Pharmaceuticals, and practiced corporate/securities law at Fulbright & Jaworski LLP and Matthews & Branscomb, P.C. Company performance context: cumulative TSR for 2024 translates to $126.99 per $100 initial investment vs. NASDAQ Biotech peer group at $118.20; GAAP net income was $341.3M and net product sales were $2,330.6M, anchoring a strong pay-for-performance framework across NEOs (note: Lippoldt was not a 2024 NEO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Volcano Corporation | EVP, General Counsel, Chief Compliance Officer & Corporate Secretary | 2010–2014 | Led legal, compliance, and corporate secretary functions at a medical device company . |
| Amylin Pharmaceuticals, Inc. | Associate General Counsel | — | Supported corporate legal needs at a biopharma innovator . |
| Fulbright & Jaworski LLP; Matthews & Branscomb, P.C. | Corporate & Securities Attorney | — | Practiced corporate and securities law, foundational expertise for public company governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Chair, General Counsels’ Committee | 2023–2024 | Industry leadership role enhancing governance and policy engagement . |
Fixed Compensation
Multi-year fixed compensation (as disclosed when Lippoldt was a Named Executive Officer; most recent data available through FY2022):
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2020 | 486,200 | 170,170 | 45,704 | 5,452,362 |
| 2021 | 525,100 | 262,550 | 52,361 | 5,590,161 |
| 2022 | 548,730 | 315,520 | 56,761 | 4,721,196 |
Notes:
- Employment agreement set baseline compensation framework and eligibility for annual discretionary bonus; 2022 base salary was $548,730 under his contract .
- “All Other Compensation” primarily reflects 401(k) match and insurance premia and related tax amounts under company-wide plans .
Performance Compensation
Equity Grants and Realized
| Year | Option Awards ($) | Stock Awards ($) |
|---|---|---|
| 2020 | 2,437,508 | 2,312,780 |
| 2021 | 2,437,544 | 2,312,606 |
| 2022 | 2,250,049 | 1,550,136 |
Option/RSU/PRSU design and vesting mechanics:
- Options: time-based; vest monthly pro-rata over four years; 10-year term; exercise price set at grant date close .
- RSUs: time-based; vest annually pro-rata over four years .
- 2022 PRSUs: two performance goals tied to advancement of specified clinical programs with minimum/target/upside/maximum shares; performance period ended 12/31/2024; payout for 2022 PRSUs across NEOs was 40% of target, consistent with pay-for-performance discipline (Lippoldt had 2022 PRSUs when he was an NEO) .
2024 Annual Incentive Framework (Company-level context)
- Corporate goals achieved at 115% with NEO payouts ranging from 115%–150% (Lippoldt was not a 2024 NEO; included for contextual alignment of the program) .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Common Shares Owned | Options Exercisable within 60 Days | Total Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|---|---|
| March 15, 2023 | 44,973 | 209,858 | 254,831 | * (<1%) |
Alignment policies and status:
- Executive ownership guideline: at least 1x base salary for non-CEO executives; assessment annually; all executive officers were in compliance as of March 24, 2025 .
- Trading policy prohibits hedging, pledging, margining; Company reported no hedging/pledging/margining in 2024; executive officers must trade via 10b5‑1 plans with cooling-off periods .
- Insider selling pressure indicators: in 2022, Lippoldt exercised 40,000 options (value realized $2,982,335) and had 7,743 RSUs vest ($625,438), typical activity that may include tax-related sales under 10b5‑1 plans .
Outstanding Equity Awards (as of 12/31/2022)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs MV ($) | PRSUs Unvested (#) | PRSUs MV ($) |
|---|---|---|---|---|---|---|---|---|
| 02/05/2016 | 3,349 | — | 35.99 | 02/05/2026 | — | — | — | — |
| 02/06/2017 | 28,400 | — | 43.24 | 02/06/2027 | — | — | — | — |
| 02/05/2018 | 26,050 | — | 81.49 | 02/05/2028 | — | — | — | — |
| 02/07/2019 | 59,902 | 2,604 | 81.05 | 02/07/2029 | 2,892 | 345,420 | — | — |
| 02/06/2020 | 35,306 | 14,538 | 102.90 | 02/06/2030 | 3,949 | 471,669 | 14,579 | 1,741,316 |
| 02/08/2021 | 20,875 | 24,671 | 117.63 | 02/08/2031 | 5,181 | 618,819 | 12,752 | 1,523,099 |
| 01/31/2022 | 13,466 | 51,172 | 79.02 | 01/31/2032 | 9,492 | 1,133,724 | 10,125 | 1,209,330 |
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Commenced as Chief Legal Officer & Corporate Secretary on October 31, 2014 . |
| Contract framework | Agreement provides eligibility for discretionary annual bonus and equity awards; standard termination triggers (death, disability, termination with/without cause, constructive termination, voluntary resignation) . |
| Severance (non‑CIC) | 1.0x annual base salary + target bonus paid over 12 months; acceleration of equity that would vest over 12 months; 12 months COBRA . |
| Severance (CIC, double‑trigger within 6 months) | 1.5x salary + target bonus lump sum; cash equal to value of all unvested and vested outstanding stock awards; 18 months COBRA; “best‑after‑tax” cutdown for 280G excise exposure . |
| Disability/Death | Disability: 12 months base salary, pro‑rated target bonus, 12 months equity acceleration, 12 months COBRA; Death: pro‑rated target bonus and equity acceleration for 12 months . |
| Clawback | Company has incentive compensation recoupment policies (pre/post Oct 2, 2023) and Dodd‑Frank/Listing‑standard clawback compliance; applied explicitly to amended agreements for certain executives in 2025 (company policy context) . |
| Trading policy | No hedging/pledging/margining; 10b5‑1 plan required for open‑market transactions; no such activities in 2024 to company’s knowledge . |
Compensation Committee Analysis (Program Context)
- Independent consultant FW Cook advises Compensation Committee on peer selection, program design, market data, pay-for-performance assessment, and CEO transition; 2024 peer group spans commercial biopharma with revenue ~$0.9–$9.0B and market cap ~$3.2–$32.4B (companies listed below) .
- 2024 peer group: ACADIA, Alkermes, Alnylam, argenx, BeiGene, BioMarin, Exelixis, Horizon, Incyte, Ionis, Jazz, Karuna, Organon, Sarepta, Ultragenyx, United Therapeutics .
- Say-on-pay approval ~94% in 2024; historically over 92% for 2022–2024, underscoring investor support for alignment of pay and performance .
Performance & Track Record (Selected Indicators)
- Company TSR vs peer group (2019–2024 cumulative value of $100): NBIX $126.99; Peer group $118.20 .
- GAAP Net Income: $341.3M (2024) and Net Product Sales: $2,330.6M (2024) .
- Regular SEC signatory for corporate disclosures in 8‑K filings as Chief Legal Officer (e.g., Jan 27, 2025; Apr 4, 2025), reflecting executive responsibility and continuity in disclosure controls .
Risk Indicators & Red Flags
- Hedging/pledging/margining prohibited; none reported in 2024 .
- No related person transactions in 2024 .
- No Item 401(f) legal proceedings for directors or executive officers in past 10 years .
- PRSU payouts for 2022 grants at 40% of target signal rigorous performance gating; no mitigation actions taken by the Compensation Committee .
Performance Compensation – Metric Table (PRSUs, 2022 grant context)
| Metric | Performance Period | Target Design | Actual Achievement | Payout | Vesting |
|---|---|---|---|---|---|
| Advancement of specified clinical programs (two goals) | 01/01/2022–12/31/2024 | Minimum/Target/Upside/Maximum share schedules per award | Partial achievement | 40% of target for 2022 PRSUs across NEOs | Vest upon Compensation Committee certification post-performance period |
Investment Implications
- Alignment: Long-tenured legal executive with formal ownership guidelines and strict trading prohibitions; company-wide compliance on ownership guidelines reduces misalignment risk .
- Retention/CIC economics: Moderate severance (1.0x/1.5x) and double-trigger CIC structure limit windfall risk while providing retention assurance; presence of 280G “best-after-tax” cutdown reduces gross-up risk exposure .
- Selling pressure: Historical 2022 option exercise and RSU vesting indicate episodic liquidity needs typical for executives; mandatory 10b5‑1 usage and prohibitions on speculative trades mitigate signaling risk .
- Pay-for-performance rigor: 40% PRSU payout for 2022 grants reflects disciplined performance hurdles; combined with strong 2024 say-on-pay outcome, suggests investor confidence in incentive design .
- Governance quality: Independent consultant support, robust peer benchmarking, absence of related party transactions, and no legal proceedings indicate low governance risk around this executive .
Overall: Compensation structures and trading policies point to strong alignment and controlled retention incentives for the Chief Legal Officer role. No pledging/hedging, disciplined PRSU outcomes, and moderate CIC terms reduce adverse investor signals while supporting continuity in legal oversight. **[914475_0000914475-25-000091_nbix-20250409.htm:71]** **[914475_0000914475-25-000091_nbix-20250409.htm:99]** **[914475_0000914475-25-000091_nbix-20250409.htm:100]** **[914475_0000914475-23-000032_nbix-20230405.htm:88]**