Ingrid Delaet

About Ingrid Delaet

Ingrid Delaet, Ph.D., is Chief Regulatory Officer at Neurocrine Biosciences (NBIX), appointed in October 2022 after joining the company in 2021 as Vice President, Regulatory Affairs; she is 59 years old and leads regulatory affairs, quality assurance, medical writing, and program management . She brings 25+ years of drug development experience across immunology, hepatology, cardiovascular, and metabolic diseases, with prior roles at Intercept Pharmaceuticals and Bristol‑Myers Squibb, and holds a Ph.D. in Immunology and an M.Sc. in Pharmaceutical Sciences from The Free University of Brussels, Belgium . Company performance during her tenure includes FDA approval and launch of CRENESSITY (crinecerfont) in December 2024 and INGREZZA net product sales rising to $2.3B in 2024 (+$477.5M, +26%), reflecting strong demand and execution .

Past Roles

External Roles

None disclosed (no public company board roles or external committees referenced for Dr. Delaet) .

Fixed Compensation

• Executive officer cash compensation structure:
  • Target annual bonus: 50% of base salary for executive officers (100% for CEO) per amended employment agreements effective February 7, 2025 .
  • Executive officers participate in broad-based benefits (medical, dental, life, disability), annual physicals, financial planning services, and the ESPP; 401(k) matching is available on the same terms as other employees .
• Note: Individual base salary and bonus payout amounts for Dr. Delaet were not itemized in the proxy (she is not a Named Executive Officer).

Performance Compensation

Company-wide executive incentive design and outcomes that are applicable to executive officers:

• Annual cash incentives (2024 program): Corporate goals achieved at 115%, driving CEO payout at 115% of target and other NEO payouts of 115–150% of target; 2024 corporate goals emphasized INGREZZA net sales, crinecerfont NDA submissions and launch readiness, and clinical pipeline progress .

Equity Ownership & Alignment

• Ownership guidelines: CEO 6× base salary; all other executive officers 1× base salary; five-year ramp for new executives; restrictions on share sales until compliance; as of March 24, 2025, all executive officers were in compliance .
• Trading policy: Prohibits hedging, short sales, margining/pledging of company stock; requires 10b5‑1 plans for open-market transactions; blackout periods and pre‑clearance enforced; no hedging/pledging/margining transactions were noted in 2024 or as of the record date .
• Equity grant practices: Options generally vest monthly over 4 years; RSUs vest annually over 4 years; PRSUs vest upon performance goal attainment over multi-year periods .

Employment Terms

• Role and tenure: Appointed VP, Regulatory Affairs in 2021; promoted to Chief Regulatory Officer in October 2022 .
• Severance and change-in-control (Executive Severance Plan adopted Feb 7, 2025; applies to executive officers):
  • Termination outside change-in-control determination period (12 months post-CiC): Cash severance equal to 1× (others) or 1.5× (CEO) of base salary + target bonus; pro‑rata bonus based on actual performance; COBRA premiums up to 12 months (others) or 18 months (CEO); time-vesting equity accelerated to cover 12 months (others) or 15 months (CEO); performance equity vesting at Committee’s discretion if goals met .
  • Termination within change-in-control determination period: Cash severance equal to 1.5× (others) or 2× (CEO) of base salary + target bonus; pro‑rata target bonus; COBRA premiums up to 18 months (others) or 24 months (CEO); full vesting acceleration for all equity; performance equity vests at greater of target or actual performance .
• Amended employment agreements: On Feb 7, 2025, NBIX entered amended and restated agreements with each executive officer (including CROs) aligning severance to the Executive Severance Plan and setting ongoing annual bonus targets (50% for executive officers, 100% for CEO) .

Governance, Pay Practices, and Shareholder Signals

• Compensation governance: Independent consultant FW Cook advises the Compensation Committee (peer selection, market data, pay-for-performance assessments) .
• Peer group (2024): ACADIA, Alkermes, Alnylam, argenx, BeiGene, BioMarin, Exelixis, Horizon, Incyte, Ionis, Jazz, Karuna, Organon, Sarepta, Ultragenyx, United Therapeutics .
• Clawback policies: SEC/Nasdaq-compliant incentive compensation recoupment adopted Oct 2023; prior misconduct-based recoupment applies to earlier awards; administered by the Compensation Committee .
• Say‑on‑pay voting results:

Performance & Track Record Context

• 2024 highlights: INGREZZA net sales reached $2.3B (+$477.5M, +26% YoY); CRENESSITY received FDA approval and launched in the U.S.; expanded sales teams and executed share repurchase program .
• Pipeline progress: Multiple Phase 2 topline readouts; initiation and planning for studies across MDD and epilepsy; positive data for investigational M4 agonist and osavampator Phase 2 SAVITRI study .
• Regulatory execution: FDA approvals for CRENESSITY (2024) and INGREZZA HD chorea indication (2023), directly linked to regulatory leadership domains overseen by the CRO function .

Investment Implications

• Alignment: Strong governance (no hedging/pledging), mandatory 10b5‑1 trading, and enforceable clawbacks reduce misalignment risk; executive ownership guidelines met by all execs (including CRO), supporting skin‑in‑the‑game .
• Incentive design: Multi‑year PRSUs tied to revenue diversification/BD milestones (2024 awards) should incentivize durable value creation; prior PRSU outcomes (40% payout for 2022 tranche with clear performance miss on Phase 3 starts) evidence pay‑for‑performance rigor .
• Retention/transition risk: Executive Severance Plan codifies competitive double‑trigger protections and structured accelerations, lowering flight risk while preserving shareholder-friendly mechanics (no single‑trigger cashouts) .
• Trading signals: Standard monthly RSU/option vesting schedules and sell‑to‑cover policies may cause routine insider transactions; prohibitions on speculative activity limit adverse signaling; monitor Form 4s for any unusual discretionary sales patterns (not disclosed in proxy) .

Note: NBIX’s proxy does not itemize Dr. Delaet’s individual salary, bonus payouts, or grant quantities because she is not a Named Executive Officer; analysis focuses on program-level terms applicable to executive officers and on role-specific background and company performance.

References:
- Executive officers and biography, age, role: **[914475_0000914475-25-000091_nbix-20250409.htm:64]** **[914475_0000914475-25-000091_nbix-20250409.htm:66]**
- 2024 performance highlights: **[914475_0000914475-25-000091_nbix-20250409.htm:69]**
- 2022/2024 PRSU metrics and outcomes: **[914475_0000914475-25-000091_nbix-20250409.htm:97]** **[914475_0000914475-25-000091_nbix-20250409.htm:71]**
- Annual cash incentive program results: **[914475_0000914475-25-000091_nbix-20250409.htm:92]** **[914475_0000914475-25-000091_nbix-20250409.htm:93]**
- Ownership guidelines and compliance: **[914475_0000914475-25-000091_nbix-20250409.htm:99]**
- Trading policy (hedging/pledging/10b5‑1): **[914475_0000914475-25-000091_nbix-20250409.htm:100]**
- Clawback policies: **[914475_0000914475-25-000091_nbix-20250409.htm:101]**
- Executive Severance Plan terms: **[914475_0000914475-25-000091_nbix-20250409.htm:111]** **[914475_0000914475-25-000091_nbix-20250409.htm:112]**
- Amended employment agreements (executive officers): **[914475_0000914475-25-000091_nbix-20250409.htm:108]** **[914475_0000914475-25-000091_nbix-20250409.htm:113]**
- Compensation consultant and peer group: **[914475_0000914475-25-000091_nbix-20250409.htm:77]** **[914475_0000914475-25-000091_nbix-20250409.htm:78]** **[914475_0000914475-25-000091_nbix-20250409.htm:79]** **[914475_0000914475-25-000091_nbix-20250409.htm:80]**
- Say‑on‑pay results: **[914475_0001193125-23-149520_d494976d8k.htm:2]** **[914475_0000914475-25-000091_nbix-20250409.htm:72]** **[914475_0000914475-25-000120_nbix-20250521.htm:2]**