Kevin C. Gorman, Ph.D.
NEUROCRINE BIOSCIENCESAbout Kevin C. Gorman, Ph.D.
Kevin C. Gorman, Ph.D., age 67, is a Class III director of Neurocrine Biosciences (NBIX) serving on the board since 2008; he retired as CEO on October 11, 2024 and continues as a non‑employee director . He holds a Ph.D. in immunology and an M.B.A. in Finance from UCLA, with post‑doctoral training at The Rockefeller University; he co‑founded or helped found multiple biotech companies early in his career . As of March 24, 2025, he beneficially owned 1,556,898 NBIX shares (1.6% of outstanding), including 1,032,689 options exercisable within 60 days; shares are held by The Gorman & Blais Family Trust . NBIX’s board deems him not independent under Nasdaq standards due to his recent CEO service; all other current directors (except the current CEO) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurocrine Biosciences (NBIX) | President & CEO | Jan 2008 – Oct 11, 2024 | Led launch of INGREZZA franchise; retired Oct 2024 and remained on Board . |
| Neurocrine Biosciences (NBIX) | EVP & COO | From 2006 (prior to CEO) | Senior operating leadership prior to CEO role . |
| Neurocrine Biosciences (NBIX) | EVP & Chief Business Officer; SVP Business Development | Prior to 2006 | Built corporate development capability . |
| Avalon Medical Partners, L.P. | Principal | 1990 – 1993 | Early-stage founding of Onyx, Metra, Idun, ARIAD and others . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xencor, Inc. (public) | Director | Current | Public company directorship; no NBIX‑disclosed related‑party transactions . |
Board Governance
- Independence: Not independent (recent former CEO); only the current CEO and Dr. Gorman are non‑independent; all other directors are independent under Nasdaq rules .
- Committees: Member, Science and Medical Technology Committee (oversight of R&D and clinical portfolio/business development) .
- Attendance: All directors in office during 2024 attended at least 75% of Board and relevant committee meetings; Dr. Gorman attended the 2024 annual meeting .
- Tenure/Class: Class III director; term runs through the 2026 annual meeting .
- Board structure/practices: Separate Chair/CEO; executive sessions of independent directors at every regular meeting; overboarding policy in place and all directors compliant; director resignation policy for low support .
- Director refreshment: No mandatory retirement age/tenure limits; committee reviews composition annually .
Fixed Compensation
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| Director cash fees (program) | Annual cash retainer (non‑employee) | $60,000; committee member retainers: Audit $12k, Comp $12k, Nominating $9k, Science & Med Tech $10k; Chair premia apply . | |
| Director equity (program) | Annual equity award | $400,000 grant date value in RSUs, options, or 50/50, vesting in one year (RSUs) or options vest 1‑yr cliff; continuing directors receive at annual meeting . | |
| Initial director equity (program) | New non‑employee directors | $800,000 options, vest monthly over 3 years . | |
| 2024 director fees actually paid to Dr. Gorman | Pro‑rated board service (post‑retirement) | $13,207 for 10/11/2024–12/31/2024 . | |
| 2025 program changes | Limits and Chair retainer | Non‑employee director total annual cap reduced to $750k ($1.5m initial); Board Chair cash retainer increased by $5k to $40k; other levels maintained . |
Notes: Dr. Gorman became eligible for the non‑employee director program upon retirement; he is included in the director policy but was excluded from the 2024 director compensation table because his executive compensation is disclosed in the NEO tables .
Performance Compensation
As CEO through 10/11/2024, Dr. Gorman participated in NBIX’s executive incentive programs.
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2024 annual bonus: Target 100% of base salary; corporate goal achievement certified at 115%; Compensation Committee exercised discretion to pay 115% of target = $1,141,950 .
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2024 long‑term equity awards (granted Feb/Mar 2024):
- Stock options: 112,644 options at $133.84 exercise price; vest monthly over 4 years .
- RSUs: 22,415 RSUs; vest annually over 4 years .
- PRSUs (2024 cycle): 28,686 target units; two performance metrics with a 3‑year period ending 12/31/2026; vest upon Compensation Committee certification .
- 2022 PRSU cycle: Two metrics; 40% weight achieved (INGREZZA HD approval) at target; 60% weight (Phase 3 initiations) not achieved; net payout 40% .
| 2024 CEO Incentive Snapshot | Value/Count | Key Terms |
|---|---|---|
| Target bonus (% base) | 100% | Corporate goals; max 150% . |
| Corporate achievement | 115% | Determined by Compensation Committee . |
| Actual bonus paid | $1,141,950 | 115% of target . |
| Options granted | 112,644 @ $133.84 | 4‑yr monthly vesting . |
| RSUs granted | 22,415 | 4‑yr annual vesting . |
| PRSUs (2024 target) | 28,686 | 3‑yr performance, certify by 12/31/2026 . |
Severance/retirement: Upon retirement as CEO, Dr. Gorman received no severance; his executive equity continues to vest under “continuous service” while serving as a director; certain prior options provide for full vesting upon “retirement” as defined in the award agreements .
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Xencor, Inc. | Public | Director | No NBIX‑disclosed related person transactions in 2024 . |
NBIX overboarding policy limits board seats (≤5 public boards; ≤3 audit committees) and the company reports all directors are compliant; no compensation committee interlocks disclosed in 2024 .
Expertise & Qualifications
- Scientific and operating leadership: Ph.D. in immunology; multiple senior roles culminating in CEO; deep knowledge of NBIX products/pipeline; board cites leadership, judgment, and commitment .
- Capital markets/strategy: Long‑tenured public company CEO; corporate development background; investor engagement as CEO .
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Kevin C. Gorman, Ph.D. | 1,556,898 (1.6% of outstanding) | 524,209 shares + 1,032,689 options exercisable within 60 days; held via The Gorman & Blais Family Trust . |
- Director ownership guidelines: Non‑employee directors must hold ≥3x cash retainer; company states all non‑employee directors were in compliance as of March 24, 2025 .
- Hedging/pledging/margining: Prohibited; directors/officers must trade under 10b5‑1 plans with cooling‑off periods; company reported no hedging/pledging/margining in 2024 .
Governance Assessment
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Strengths
- Extensive company and industry knowledge; continuity through CEO transition; scientific and commercial track record under which INGREZZA net sales grew to $2.3B in 2024 (+26% YoY) .
- Clear committee remit (Science & Medical Technology) aligned to his expertise; independent director executive sessions, strong governance practices, and active stockholder engagement (2024 say‑on‑pay ~94%) support investor confidence .
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Risks / Red flags
- Independence: Not independent due to recent CEO service; continued vesting of sizeable legacy CEO equity while serving as a director can create perceived alignment issues and potential conflicts of interest in oversight of management compensation and strategy .
- Tenure: Long board tenure since 2008; while valued for institutional knowledge, the board has no mandatory retirement/tenure limits, which some investors view as an entrenchment risk .
- Concentrated ownership: Holds 1.6% beneficial stake (including large in‑the‑money options), which is meaningful influence; however, company bans hedging/pledging and reports no related‑party transactions in 2024 .
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Mitigants
- He is not a member of Audit/Compensation Committees; committee independence maintained (Compensation and Audit comprised of independent directors, with designated financial experts) .
- Clawback policies adopted; director compensation caps lowered in the new 2025 plan; strong overboarding limits and annual evaluations reported .
Appendix — Key Data Tables
Director role and status
| Item | Detail |
|---|---|
| Director class/term | Class III; serves until 2026 annual meeting . |
| Independence | Not independent (former CEO); all others except current CEO are independent . |
| Committee(s) | Science & Medical Technology Committee member . |
| Attendance | ≥75% of Board/committee meetings in 2024; attended 2024 annual meeting . |
2024 compensation (executive and director)
| Component | Amount |
|---|---|
| 2024 Salary (CEO) | $779,357 . |
| 2024 Bonus (CEO) | $1,141,950 (115% of target) . |
| 2024 Option Awards (CEO) | $6,999,698 grant date fair value . |
| 2024 Stock Awards (CEO) | $7,000,139 grant date fair value (RSUs/PRSUs) . |
| All Other Comp (CEO) | $97,493 (includes $13,207 director fees post‑retirement) . |
| 2024 Director fees (post‑retirement period) | $13,207 . |
Director compensation program (structure)
| Element | 2024 Terms | 2025 Update |
|---|---|---|
| Cash retainers | $60k base; committee member/Chair premia; Board Chair +$35k (2024) . | Board Chair cash retainer +$5k to $40k; other levels maintained . |
| Annual equity | $400k value; RSU/option/50-50 choice; 1‑year vest for RSUs; 1‑year vest for options to directors . | Maintained . |
| Initial equity | $800k options for new non‑employee directors; 3‑yr monthly vest . | Maintained . |
| Annual cap | 2020 Plan cap $1.25m; initial $2.0m (aggregate $3.25m in year of appointment) . | 2025 Plan cap reduced to $750k; initial $1.5m (aggregate $2.25m in year of appointment) . |
Ownership and policies
| Item | Detail |
|---|---|
| Beneficial ownership | 1,556,898 shares (1.6%); 524,209 shares + 1,032,689 options (60‑day) . |
| Director ownership guideline | ≥3x cash retainer; all non‑employee directors compliant as of 3/24/2025 . |
| Hedging/pledging/margin | Prohibited; all trades via 10b5‑1 with waiting period; no hedging/pledging/margining in 2024 . |
| Related‑party transactions | None in 2024 . |
Pay governance
| Item | Detail |
|---|---|
| Say‑on‑pay results | ~94% support in 2024; historically >92% in 2022‑2024 . |
| Clawbacks | SEC/Nasdaq‑compliant recoupment policy adopted Oct 2023; applies to incentive compensation . |
| Equity plan controls | 2025 Plan prohibits repricing without stockholder approval; director comp limits; no liberal share counting; dividend restrictions . |
All information above is sourced from NBIX’s 2025 Definitive Proxy Statement (DEF 14A) and cited accordingly.