Gary A. Lyons
NEUROCRINE BIOSCIENCESAbout Gary A. Lyons
Gary A. Lyons is an independent Class III director of Neurocrine Biosciences, Inc. (NBIX), serving on the Board since 1993; he previously served as NBIX President & CEO from 1993 to 2008 . He is 73 years old, holds a B.S. in Marine Biology (University of New Hampshire) and an MBA (Northwestern Kellogg), and has prior senior leadership experience at Genentech (VP Business Development, VP Sales) . He is currently Chairman of Travere Therapeutics; he has previously served on public company boards including Rigel Pharmaceuticals, Fresh Tracks Therapeutics, Eledon Pharmaceuticals, and Facet Biotech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurocrine Biosciences (NBIX) | President & CEO | 1993–2008 | Led strategy, operations; deep company knowledge cited for continued Board service |
| Genentech | VP Business Development; VP Sales | Pre-1993 (prior to NBIX) | Senior commercial and BD leadership |
External Roles
| Organization | Role | Status | Notes / Interlocks |
|---|---|---|---|
| Travere Therapeutics | Chairman of the Board | Current | Public company chair; NBIX overboarding policy allows up to five boards; Board reports full compliance |
| Rigel Pharmaceuticals | Director | Prior | Public company board experience |
| Fresh Tracks Therapeutics | Director | Prior | Public company board experience |
| Eledon Pharmaceuticals | Director | Prior | Public company board experience |
| Facet Biotech | Director | Prior | Public company board experience |
Board Governance
- Independence: NBIX states all current directors are independent except the current CEO and the former CEO (Kevin Gorman), confirming Lyons’ independent status .
- Committee Memberships (2024–2025): Science and Medical Technology Committee member; not on Audit, Compensation, or Nominating/Governance .
- Attendance: NBIX reported all directors attended at least 75% of Board and relevant committee meetings in 2024 .
- Board structure: Classified board (three classes), separate Chair and CEO, executive sessions of independent directors at every regular Board meeting .
- Overboarding: Policy limits directors to five public company boards; NBIX reports all directors in compliance .
| Governance Element | Detail |
|---|---|
| Board Independence | All current directors independent except CEO and former CEO; Lyons independent |
| Committee Roles | Science & Medical Technology Committee member |
| Attendance | ≥75% of Board/committee meetings (all directors) |
| Executive Sessions | Held at every regular Board meeting |
Fixed Compensation
Policy for non-employee directors (2024): annual cash retainer $60,000; Board Chair additional $35,000; committee chairs: Audit $25,000, Compensation $20,000, Nominating/Gov $18,000, Science & Medical Technology $20,000; committee members: Audit $12,000, Compensation $12,000, Nominating/Gov $9,000, Science & Medical Technology $10,000 . In 2025, the non-executive Board Chair’s additional retainer increased by $5,000 (to $40,000); other cash retainer levels maintained .
| Cash Retainer Element | 2024 Amount | 2025 Change |
|---|---|---|
| Base annual cash retainer | $60,000 | No change |
| Board Chair additional retainer | $35,000 | Increased to $40,000 |
| Committee Chair (Audit/Comp/NomGov/SMT) | $25k / $20k / $18k / $20k | No change |
| Committee Member (Audit/Comp/NomGov/SMT) | $12k / $12k / $9k / $10k | No change |
Gary Lyons’ actual fees earned:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 | $60,000 | $70,000 (base + SMT member fee) |
| Total Director Compensation ($) | $460,028 | $460,110 | $470,085 |
Performance Compensation
Structure: annual equity grant ~$400,000; directors elect RSUs, options, or 50/50; RSUs vest one year; options 10-year term, vest one year; newly appointed directors receive ~$800,000 initial options vesting monthly over three years . In 2024, grant-date fair values based on Black-Scholes per-share value ($67.07 for options) and full ASC 718 valuation for RSUs .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards ($ fair value) | $400,028 | $200,043 | $200,003 |
| Stock Awards (RSUs) ($ fair value) | — | $200,067 | $200,082 |
| Vesting (annual awards) | Options/RSUs vest in full at one year | Options/RSUs vest in full at one year | Options/RSUs vest in full at one year |
| Options strike/term | Strike = closing price; 10-year term | Strike = closing price; 10-year term | Strike = closing price; 10-year term |
Notes:
- Non-employee director annual award program maintained in 2024–2025; directors may choose mix (RSUs/options) .
- Initial ~$800,000 equity award applies to newly appointed directors (not applicable to Lyons) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Comment |
|---|---|---|---|
| Travere Therapeutics | Chairman | None disclosed | Governance/board leadership experience |
| Rigel, Fresh Tracks, Eledon, Facet Biotech | Director (prior) | None disclosed | Prior public company experience; no NBIX committee interlocks reported in 2024 |
NBIX reports no compensation committee interlocks during 2024; Lyons is not a member of the Compensation Committee .
Expertise & Qualifications
- Former NBIX CEO with extensive business development and corporate governance experience; deep knowledge of NBIX strategy, operations, and culture cited for continued board service .
- Senior commercial and BD leadership experience at Genentech (VP roles) .
- Ongoing public company leadership (Chairman of Travere) .
Equity Ownership
| Date | Total Beneficial Ownership (shares) | % of Common Stock | Breakdown | Notes |
|---|---|---|---|---|
| March 25, 2024 | 225,412 | <1% | 116,947 common; 106,365 options exercisable within 60 days; 2,100 RSUs vesting within 60 days | 110,964 common shares held via Gary A. Lyons Revocable Living Trust U/A 6/8/12 |
| March 24, 2025 | 204,829 | <1% | 119,047 common; 84,347 options exercisable within 60 days; 1,435 RSUs vesting within 60 days | 113,064 common shares held via Gary A. Lyons Revocable Living Trust U/A 6/8/12 |
Ownership alignment:
- NBIX non-employee director ownership guidelines require equity equal to 3x cash retainer; annual compliance review shows all directors in compliance as of March 25, 2024 .
- No pledging or loans disclosed; related-party transaction section reports none for 2023 .
Fixed vs Performance Compensation Mix (Year-over-Year)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash (Fees) ($) | $60,000 | $60,000 | $70,000 |
| Equity ($) | $400,028 options | $200,043 options; $200,067 RSUs | $200,003 options; $200,082 RSUs |
Observations:
- Mix shifted from 100% options (2022) to 50/50 options/RSUs (2023–2024), consistent with NBIX’s program allowing director election of instruments .
- 2025 Equity Incentive Plan imposes a lower limit on total non-employee director compensation ($750,000 per annual period) versus the prior plan ($1,250,000), reinforcing pay governance discipline .
Insider Trades
- NBIX reported Section 16(a) compliance for 2024, with no delinquent filings noted for Lyons; one late filing in 2024 related to a charitable contribution for a different director (Dr. Sherwin) .
- Director equity awards (grants) and vesting schedules are disclosed above; no related-party transactions reported in 2023 .
Governance Assessment
- Strengths: Independence; long-tenured company expertise; active committee participation (Science & Medical Technology); attendance at least 75%; robust director ownership guidelines with confirmed compliance; clawback and governance best practices in place (separate Chair/CEO, executive sessions, proxy access) .
- Potential watch items: Very long tenure can raise entrenchment concerns (NBIX acknowledges and affirms value of institutional knowledge; no mandatory retirement/tenure limits) . Lyons’ external chair role (Travere) appears within NBIX overboarding limits; Board monitors compliance annually .
- Pay structure: Balanced cash retainer plus equity with director election; 2025 plan reduces non-employee director annual cap to $750,000, improving pay governance . Lyons’ mix has moved to 50/50 RSUs/options since 2023, reducing risk of large option-only grants .
- Shareholder signals: 2025 Say-on-Pay passed with ~78.0m For vs ~6.1m Against; equity plan and ESPP amendments also approved, indicating broad investor support for compensation governance (company-wide signal) .
RED FLAGS
- None disclosed for Lyons regarding related-party transactions, pledging, or Section 16 reporting issues .
- Tenure-related concerns are recognized by NBIX; Board emphasizes refreshment and skills mix while maintaining classified board structure .
Compensation & Equity Policy References
- Non-employee director compensation philosophy, levels, and election between RSUs and options (2024 plan) .
- Clawback/recoupment provisions embedded in equity plans .
- Director equity ownership guidelines and compliance .
Say-on-Pay & Shareholder Feedback
| Item | 2025 Vote Result |
|---|---|
| Say-on-Pay (Advisory) | 77,981,925 For; 6,070,336 Against; 1,676,512 Abstentions |
| 2025 Equity Incentive Plan | 72,648,862 For; 12,884,104 Against; 195,807 Abstentions |
| Amended & Restated ESPP | 85,402,588 For; 138,042 Against; 188,143 Abstentions |
These approvals support investor confidence in NBIX’s compensation and governance structures broadly.
Notes on Committee Composition (2024–2025)
| Director | Audit | Compensation | Nominating/Gov | Science & Medical Technology |
|---|---|---|---|---|
| Gary A. Lyons | — | — | — | Member |
Overall, Lyons presents strong governance alignment: independent status, meaningful equity ownership (with guideline compliance), disciplined compensation structure, and domain-relevant committee service. Continuous monitoring of tenure and external commitments is advisable, but NBIX policies and disclosures indicate effective oversight and investor-aligned governance.