David W. Boyer
NEUROCRINE BIOSCIENCESAbout David W. Boyer
David W. Boyer is Chief Corporate Affairs Officer at Neurocrine Biosciences (NBIX), appointed in September 2019; age 46 as of the 2025 proxy. He oversees patient advocacy and engagement, corporate communications, government relations, and public policy. Boyer previously served as Special Assistant to the President for Legislative Affairs (George W. Bush), Assistant Commissioner for Legislation at FDA, Special Assistant to the Secretary at HHS, and held senior advocacy roles at BIO and PhRMA; he spent nine years at BGR Group as Principal and Head of Health & Lifesciences. He holds a B.A. in Government from Georgetown University . NBIX’s pay-versus-performance disclosure shows cumulative TSR improvement since 2020 and strong growth in net product sales and GAAP net income during 2020–2024, which underpin the company’s pay-for-performance architecture applied to executive officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BGR Group | Principal; Head, Health & Lifesciences Practice | Nine years (specific dates not disclosed) | Led healthcare advocacy, policy strategy and strategic consulting for diverse clients |
| The White House (George W. Bush) | Special Assistant to the President for Legislative Affairs | Not disclosed | Advanced healthcare legislative agenda and stakeholder engagement |
| U.S. Food and Drug Administration | Assistant Commissioner for Legislation | Not disclosed | Directed FDA legislative interface; policy development |
| U.S. Department of Health & Human Services | Special Assistant to the Secretary | Not disclosed | Supported HHS leadership on policy and interagency coordination |
| Biotechnology Innovation Organization (BIO) | Senior advocacy position | Not disclosed | Industry advocacy and policy shaping |
| Pharmaceutical Research and Manufacturers of America (PhRMA) | Senior advocacy position | Not disclosed | Biopharma policy and communications |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
Fixed Compensation
- NBIX discloses detailed salary, bonus, and equity for named executive officers (NEOs) but not for Boyer; as Chief Corporate Affairs Officer he is an executive officer but not an NEO in the 2024 SCT. The company’s program pays competitive base salary with annual merit adjustments aligned to performance and market data .
- Annual cash incentive targets: CEO at 100% of base; other executive officers at 50% of base; corporate goal achievement for 2024 was 115%, with payouts at 115% for the CEO and 115%–150% for other NEOs (individual discretion). Boyer’s specific target/bonus payout is not disclosed .
Performance Compensation
- Long-term equity mix for executive officers comprises stock options (~45–55%), performance RSUs (PRSUs, ~15–35%) and RSUs (~20–25%), with CEO mix ~50% options, 30% PRSUs, 20% RSUs. 2024 policy increased RSU mix modestly (~5%) to enhance retention while preserving performance linkage .
- Standard vesting: options vest monthly over 4 years; RSUs vest annually over 4 years; PRSUs vest upon objective performance metrics with a 36-month period ending Dec 31, 2026 (revenue diversification and BD objectives) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| INGREZZA net sales | Not specifically weighted in 2024 | Internal target | Exceeded high-end of range | 115% corporate payout baseline | Annual cash incentive; equity vesting per award terms |
| Crinecerfont NDA submissions & launch readiness | Not specifically weighted | Timely submissions & Q4’24 readiness | Achieved | 115% corporate payout baseline | N/A for cash; PRSUs contingent on broader metrics |
| Pipeline advancement (4 Phase 2 top-line) | Not specifically weighted | Timely readouts | Achieved/overachieved | 115% corporate payout baseline | PRSUs linked to long-term metrics (target-to-max 0–150%) |
- Realized performance discipline: 2022 PRSUs paid 40% of target (partial achievement); no mitigation, consistent with pay-for-performance .
Equity Ownership & Alignment
- Officer ownership guidelines: CEO at 6× base salary; all other executive officers at 1× base salary; five years to comply; restrictions on selling until guidelines met. As of March 24, 2025, all executive officers were in compliance .
- Trading policy prohibits hedging, pledging, margining, and short-term speculative trading; requires 10b5-1 plans for open-market transactions; no hedging/pledging/margining transactions occurred in 2024 or as of the Record Date .
- Beneficial ownership breakdown for Boyer is not separately disclosed in the security ownership tables .
Employment Terms
- Amended Employment Agreements entered Feb 7, 2025 “with each of our executive officers,” incorporating clawbacks and linking severance to the Executive Severance Plan. Company explicitly lists several executives; as an executive officer, Boyer is covered under these updated arrangements .
- Clawbacks: Compensation subject to recoupment under NBIX’s policies (pre- and post-Oct 2, 2023), exchange listing standards, and applicable law .
- Executive Severance Plan (Feb 7, 2025)—non-CEO executive officers (indicative terms):
- Outside change-in-control (CIC): 1× (base + target bonus) cash; pro rata annual bonus based on actual performance; COBRA premiums up to 12 months; time-based awards accelerate to the extent scheduled to vest over 12 months post-termination; performance awards vest if Committee determines goals met .
- Within 12 months of CIC (double-trigger): 1.5× (base + target bonus) cash; pro rata target bonus; COBRA premiums up to 18 months; full acceleration of equity; PRSUs vest at greater of target or actual as determined by Committee .
- Death/disability: full equity acceleration; PRSUs vest at greater of target or actual .
- Change-in-control economics are aligned to market best practices (double trigger; broadened CIC determination window to 12 months; removed automatic cashout of equity) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 in NBIX stock (cumulative TSR) | $89.45 | $79.48 | $111.46 | $122.58 | $126.99 |
| Value of $100 in NASDAQ Biotech Index (peer group TSR) | $126.13 | $125.33 | $111.66 | $118.87 | $118.20 |
| Net Product Sales ($mm) | $994.1 | $1,090.1 | $1,440.9 | $1,860.6 | $2,330.6 |
| GAAP Net Income ($mm) | $407.3 | $89.6 | $154.5 | $249.7 | $341.3 |
Compensation Structure Analysis
- Mix and risk: 74% of CEO and ~71% of other NEO compensation is at-risk (equity and variable pay), reinforcing alignment with performance and shareholder value creation .
- Tilt toward RSUs: 2024 saw a modest (~5%) increase in RSU mix to enhance retention while retaining significant option/PRSU exposure to stock price and performance outcomes .
- Discipline on PRSUs: Underperformance results in reduced payouts (e.g., 2022 PRSUs paid 40% of target); no discretionary make-wholes .
- Clawbacks: Broad clawback frameworks across pre/post Oct 2, 2023 awards and listing standards reduce moral hazard and enhance governance .
Say‑on‑Pay & Shareholder Feedback
- Annual say‑on‑pay; historical approval over 92% at the 2022, 2023, and 2024 meetings, indicating strong shareholder support for the program’s design and administration .
Risk Indicators & Red Flags
- Hedging/pledging/margining prohibited; none observed in 2024 or as of Record Date .
- Related party transactions: none in fiscal 2024 .
- Legal proceedings: none disclosed for directors/executive officers in past 10 years .
- Governance safeguards: strong ownership guidelines and mandatory 10b5‑1 usage for trading .
Equity Grant Practices and Vesting
| Award Type | Vesting/Terms | Notes |
|---|---|---|
| Stock Options | Monthly over 4 years; exercise price ≥ FMV; 10-year term typical; transfer restrictions; retirement provisions apply in option template (non-CEO) | Company prohibits repricing without shareholder approval; net exercise permitted for NSOs |
| RSUs | Annual installments over 4 years | No dividends prior to vesting; forfeiture on failure to vest; delivery policies per award agreement |
| PRSUs | Vest on achievement of objectively measurable metrics; 2024 grants use two metrics over performance window ending 12/31/2026 | Metrics aim at revenue diversification and BD objectives; payouts 0–150% |
Investment Implications
- Alignment and retention: Ownership guidelines, robust clawbacks, and prohibited hedging/pledging materially align executive incentives with long-term value; modest RSU tilt improves retention without undermining performance orientation .
- CIC and severance: Double-trigger acceleration and market-standard severance multiples lower “golden parachute” risk while supporting stability through potential corporate transactions; as an executive officer, Boyer is covered by the updated framework .
- Execution track record: Company performance (net product sales and GAAP net income growth; TSR outperformance vs peer group in 2024) supports the pay architecture Boyer participates in and signals durable operating momentum impacting incentive outcomes .
- Trading pressure: While Boyer’s specific holdings/vesting calendar are not disclosed, NBIX’s mandatory 10b5‑1 plans and prohibitions on hedging/pledging reduce opportunistic selling risk, mitigating potential overhang from insider activity .
Notes • Boyer-specific salary, bonus target, bonus paid, and grant-level equity detail are not disclosed in DEF 14A; analysis reflects NBIX’s executive officer policies and program terms. Where quantitative company performance is cited, values reflect NBIX’s pay-versus-performance table .