Johanna Mercier
NEUROCRINE BIOSCIENCESAbout Johanna Mercier
Johanna Mercier (age 55) has served as an independent director of Neurocrine Biosciences since April 2021. She is Chief Commercial Officer at Gilead Sciences, known for leading the launch and global access strategy of Gilead’s COVID-19 antiviral and shaping commercial strategy across virology, oncology and inflammation. She holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University. Her core credentials include 25 years of commercial leadership at Bristol-Myers Squibb and board service at Arcus Biosciences and USC’s Schaeffer Center for Health Policy and Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | Senior leadership roles across U.S. and international markets | 25 years | Commercial leadership; market access and global strategy |
| Bristol-Myers Squibb | Various management positions | Prior to 2019 | Built commercialization expertise in multiple geographies |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Gilead Sciences | Chief Commercial Officer | Since 2019 |
| Arcus Biosciences (public) | Director | Current |
| USC Schaeffer Center for Health Policy & Economics | Board member | Current |
Board Governance
- Classification: Class III director; director since 2021; independent under Nasdaq standards .
- Committees: Member, Science and Medical Technology Committee; Member, Nominating/Corporate Governance Committee .
- Chair roles: None disclosed (current chairs: Sherwin—Science & Medical Technology; Norwalk—Nominating/Corporate Governance; Sharp—Audit; Pops—Compensation) .
- Attendance: All directors attended at least 75% of Board and relevant committee meetings in 2024; executive sessions of independent directors held at every regular Board meeting .
- Overboarding: Company policy cap of 5 public boards (3 for named executive officers; 3 audit committees for non-retired financial experts); all directors compliant .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Annual cash retainer (standard) | $60,000 |
| Committee membership fees (policy) | Audit: $12,000; Compensation: $12,000; Nominating/Corporate Governance: $9,000; Science & Medical Technology: $10,000 (members); Chairs: Audit $25,000; Compensation $20,000; Nominating $18,000; Science $20,000 |
| Mercier—Fees earned (actual) | $69,000 |
Notes:
- 2025 changes: Annual retainer for non-executive Board Chair increased by $5,000 to $40,000; other director cash retainers and equity levels maintained at 2024 levels .
Performance Compensation
| Equity Component (FY 2024) | Structure | Amount |
|---|---|---|
| Annual director equity grant | Election among RSUs, options, or 50/50 split; grant-date value approx. $400,000 | $400,000 program level |
| Mercier—Option awards (grant-date fair value) | NSOs; 10-year term; vest in full at 1 year; exercise price = closing price; per-share Black-Scholes value $67.07 | $200,003 |
| Mercier—Stock awards (RSUs, grant-date fair value) | RSUs; vest in full at 1 year; dividends not payable pre-vesting (forfeited if not vested) | $200,082 |
Compensation limits and governance safeguards:
- Non-employee director total annual compensation cap lowered to $750,000; initial appointment equity cap $1,500,000 (aggregate cap $2,250,000 in first year), measured at grant-date fair value; no repricing without stockholder approval; clawback policy applies to awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Arcus Biosciences (public) | Director | No related person transactions disclosed for 2024; independent status affirmed |
| Gilead Sciences | Chief Commercial Officer | Executive role at a large biopharma; no NBIX related person transactions disclosed for 2024 |
| USC Schaeffer Center | Board member | Academic/non-profit; no related person transactions disclosed |
- Related party transactions: None during fiscal 2024; Audit Committee reviews/approves any related person transactions; independence preserved .
Expertise & Qualifications
- Commercialization leadership across therapeutic areas; crisis execution (COVID-19 antiviral launch and access) .
- Global market access strategy; executive leadership across geographies .
- Board-level experience at a public oncology company; healthcare policy board member .
Equity Ownership
| Measure (as of March 24, 2025) | Value |
|---|---|
| Total beneficial ownership (Mercier) | 46,544 shares (less than 1%) |
| Breakdown | 2,100 shares held directly; 43,009 options exercisable within 60 days; 1,435 RSUs vesting within 60 days |
| Ownership % of outstanding | <1% of 98,938,234 shares |
| Director ownership guidelines | Minimum 3x cash retainer; new directors have 5 years to comply; as of March 24, 2025, all non-employee directors are in compliance and subject to retention until compliance |
Governance Assessment
- Alignment: Equity-heavy director pay mix with one-year vesting and robust ownership guidelines supports long-term alignment; clawback provisions and lowered director compensation caps enhance governance discipline .
- Independence and engagement: Mercier is classified independent and serves on two oversight-oriented committees (Nominating/Corporate Governance; Science & Medical Technology). Board holds executive sessions at each regular meeting; all directors achieved ≥75% attendance in 2024 .
- Potential conflicts: Senior executive role at Gilead raises theoretical conflict risk; however, NBIX disclosed no related person transactions in 2024 and confirms independence, mitigating immediate concerns .
- Compensation structure: Her 2024 compensation was $469,085 total ($69,000 cash; $200,003 options; $200,082 RSUs), consistent with the $400,000 equity program and below the 2024 plan limits; 2025 caps are more conservative, reducing pay inflation risk .
- Shareholder signals: Company reports say-on-pay approvals exceeding 92% in 2022–2024, indicating broad investor support for compensation governance; compensation committee interlocks: none .
RED FLAGS
- None disclosed specific to Mercier: no related party transactions, no attendance shortfalls reported, no pledging noted, and compensation within policy caps .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay approvals have been over 92% for 2022, 2023, and 2024, indicating strong investor support for pay practices .
Compensation Committee Analysis
- Committee composition (2024): Morrow, Pops (Chair), Sharp—independent; no compensation committee interlocks or insider participation .
- Use of independent consultant: FW Cook supports benchmarking and program recommendations for director compensation .
Notes and References
- Board and committee structure, independence, attendance, and best practices .
- Director compensation detail and policy structure .
- Biography and external roles .
- Ownership and guidelines .