Kyle W. Gano, Ph.D.
NEUROCRINE BIOSCIENCESAbout Kyle W. Gano, Ph.D.
Kyle W. Gano, Ph.D. is CEO and a Class II director of Neurocrine Biosciences (appointed October 11, 2024), previously serving as Chief Business Development Officer (2011–2020) and Chief Business Development & Strategy Officer (2020–2024) . He is 52 and holds a B.S. in Chemistry (University of Oregon), B.S. in Biochemistry (University of Washington), and both an M.B.A. and Ph.D. in Organic Chemistry from UCLA . Company 2024 performance reported TSR index value of 126.99, GAAP net income of $341.3 million, and net product sales of $2,330.6 million; pay-versus-performance disclosure shows alignment of realized pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neurocrine Biosciences | CEO; Director (Class II) | 2024–present | Provides leadership continuity post-succession; deep product/pipeline knowledge adds valuable board insight . |
| Neurocrine Biosciences | Chief Business Development & Strategy Officer | 2020–2024 | Shaped corporate strategy; advanced business/corporate development . |
| Neurocrine Biosciences | Chief Business Development Officer | 2011–2020 | Led BD; deal-making foundation for portfolio . |
| Neurocrine Biosciences | Marketing analytics, BD roles | 2001–2011 | Built analytic/BD capabilities; cultural and strategic contributions . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Pharmaceutical Research and Manufacturers of America (PhRMA) | Board of Directors | Current |
Fixed Compensation
Multi-year CEO pay detail (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $550,605 | $602,912 | $698,217 |
| Bonus ($) | $332,428 | $331,602 | $536,906 |
| Option Awards ($) | $2,775,053 | $3,187,536 | $3,549,970 |
| Stock Awards ($) | $1,725,086 | $1,812,563 | $3,700,106 |
| All Other ($) | $38,485 | $55,602 | $50,223 |
| Total ($) | $5,421,657 | $5,990,215 | $8,535,422 |
Current base and target opportunities:
- 2024 CEO base increased to $900,000 effective October 11, 2024; target bonus increased to 100% (pro-rated for 2024) .
- 2025 Amended Employment Agreement: base salary $920,000; target bonus 100% of base pay .
Performance Compensation
Annual cash incentive design and 2024 outcome:
- Corporate goals aligned with net revenue for INGREZZA, crinecerfont NDA submissions/commercial readiness (CRENESSITY), pipeline advancement; Compensation Committee determined 2024 corporate achievement at 115%; CEO paid at 115% of target (cap 150%) .
2024 long-term equity awards (target grant values and share counts):
| Award Type | Target $ | Shares |
|---|---|---|
| Stock Options | $3,550,000 | 58,402 |
| RSUs | $1,500,000 | 11,421 |
| PRSUs (target) | $2,200,000 | 16,233 |
| Total | $7,250,000 | — |
Promotion equity grants (automatic on Nov 11, 2024 per 2024 CEO agreement):
- Options: ~$750,000; vest monthly over 4 years .
- RSUs: ~$300,000; vest annually over 4 years .
- PRSUs: ~$450,000; vest per 2024 PRSU terms .
PRSU performance framework:
- 2024 PRSUs vest upon achievement of two performance metrics tied to revenue diversification and business development, by 12/31/2026; minimum/target/maximum share outcomes disclosed (e.g., 10,040/12,550/15,688 for March 2024 grant) .
- 2022 PRSUs paid at 40% of target, demonstrating discipline on performance hurdles .
Vesting schedules:
- Options: equal monthly vesting over 4 years; RSUs: equal annual vesting over 4 years; PRSUs: vest on achievement of metrics within the 3-year performance period (ending 12/31/2026) .
2024 realized equity activity:
- Option exercises: 75,000 shares; value realized $8,390,944 .
- RSU vesting: 10,389 shares; value realized $1,436,591 .
Equity Ownership & Alignment
Beneficial ownership (as of March 24, 2025):
| Holder | Total Beneficial Shares | Ownership % | Direct/Common | Options Exercisable ≤60 days |
|---|---|---|---|---|
| Kyle W. Gano, Ph.D. | 582,261 | <1% | 140,107 | 442,154 |
Outstanding equity awards (selected grants, 12/31/2024):
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | RSUs Unvested (#) | RSU MV ($) | PRSUs Unvested (#) | PRSU MV ($) |
|---|---|---|---|---|---|---|---|---|
| 2/8/2021 | 47,005 | 2,044 | $117.63 | 2/8/2031 | 1,860 | $253,890 | — | — |
| 1/31/2022 | 58,129 | 21,591 | $79.02 | 1/31/2032 | 5,854 | $799,071 | 6,075 | $829,238 |
| 2/13/2023 | 29,237 | 34,552 | $103.52 | 2/13/2033 | 7,698 | $1,050,777 | — | — |
| 5/19/2023 | — | — | — | — | — | — | 7,974 | $1,088,451 |
| 2/13/2024 | 9,387 | 35,671 | $133.84 | 2/13/2034 | 8,966 | $1,223,859 | — | — |
| 3/18/2024 | — | — | — | — | — | — | 12,550 | $1,713,075 |
| 11/1/2024 | 278 | 13,066 | $122.21 | 11/1/2034 | 2,455 | $335,108 | 3,683 | $502,729 |
Ownership policies and alignment:
- Officer equity ownership guidelines: CEO 6× base salary; others 1×; in-the-money value of vested options counts; all executives compliant as of March 24, 2025 .
- Insider trading policy prohibits hedging, pledging, margining; company reports no such transactions in 2024 and requires 10b5-1 plans with waiting periods and pre-clearance; executives restricted from amending plans .
Employment Terms
Key agreements:
- 2024 CEO Agreement (effective Oct 11, 2024): base $900,000; 100% target bonus; promotion equity grants; severance benefits moved to best-practice structure (double-trigger vesting post-CIC, extended detection period) .
- Amended Employment Agreements executed Feb 7, 2025: CEO base $920,000; 100% target bonus; compensation subject to multiple clawback policies (legacy and Dodd-Frank compliant) .
Executive Severance Plan (adopted Feb 7, 2025):
- Non-CIC termination (without cause / resignation for good reason): CEO receives 1.5× (salary + target bonus), pro rata annual bonus based on actual performance, 18 months COBRA premiums, 15 months of time-based vesting acceleration, and performance awards vesting if the Compensation Committee determines goals met as of termination .
- CIC window termination (within 12 months of CIC): CEO receives 2× (salary + target bonus), pro rata target bonus, 24 months COBRA premiums, and full vesting acceleration; performance awards vest at greater of target or actual performance measured at termination .
- Death/Disability: full vesting acceleration; performance awards vest at greater of target or actual .
- Best-after-tax “280G” cutback framework applied in prior agreements; CIC severance transitioned to double-trigger vesting; elimination of automatic cashout and removal of cash payments upon death/disability in the updated structure .
Clawbacks:
- Awards subject to recoupment under Neurocrine incentive compensation recoupment policies and any exchange-required Dodd-Frank clawback standards; 2025 Equity Plan embeds clawback and dividend restrictions on unvested awards .
Board Governance
Board service history and roles:
- Class II director since October 2024; up for re-election at the 2025 Annual Meeting; not independent as serving CEO .
- Committee roles: none listed for the CEO; board committees comprise Audit, Compensation, Nominating/Corporate Governance, Science & Medical Technology; all directors met ≥75% attendance in 2024 .
- Board leadership: roles of Chair and CEO are separated; independent director executive sessions occur at every regular board meeting .
- Director compensation: CEO did not receive any compensation for board service; non-employee director program maintained at $60k annual retainer plus committee retainers and ~$400k annual equity (options/RSUs) .
Dual-role implications (CEO + Director):
- Independence mitigants include separate Chair, strong governance practices, and regular independent director sessions; board maintains classified structure for continuity in multi-year drug development cycles .
Director Compensation
- No director fees paid to Dr. Gano for board service; compensation reported in NEO Summary Compensation Table rather than director table .
Compensation Structure Analysis
- Cash vs. equity mix: CEO compensation mix is heavily “at-risk” with significant options and PRSUs; 2024 at-risk pay ~74% for CEO, ~71% for other NEOs, consistent with pay-for-performance philosophy .
- Shift to disciplined performance equity: PRSUs are granted annually with multi-year goals and have paid below target when metrics are only partially achieved (e.g., 2022 PRSU payout 40%) .
- Governance safeguards: no option repricing without stockholder approval; dividend equivalents prohibited on unvested awards; explicit clawbacks in plans and agreements .
- Peer benchmarking: Compensation Committee uses FW Cook and peer data as reference, targeting competitive but not formulaic benchmarking; director limits lowered under 2025 Plan to $750k annual cap to reinforce pay restraint .
Risk Indicators & Red Flags
- Hedging/pledging/margining prohibited; none occurred in 2024; 10b5-1 plan usage required, reducing opportunistic trading risk .
- Double-trigger CIC vesting adopted; no single-trigger windfalls; best-after-tax 280G mitigation language present in prior agreements and aligned to market practice .
- Say-on-pay support: executive compensation program approval rates >92% in 2022–2024, indicating investor support; annual say-on-pay policy in place .
- No option repricing; robust clawback policies; strong committee independence and no compensation interlocks .
Equity Ownership & Trading Pressure Indicators
- Beneficial ownership includes substantial in-the-money vested options; 2024 exercises realized $8.39M, suggesting periodic liquidity events under 10b5-1 plans rather than opportunistic sales .
- Unvested RSUs and PRSUs with multi-year vesting/performance dates may create scheduled selling upon vesting for tax obligations; company restricts sales if not yet meeting ownership guidelines (CEO requirement: 6× salary) .
Employment Terms (Detailed Table)
| Scenario | Cash Multiple (Salary + Target Bonus) | Pro Rata Bonus | COBRA Premiums | Equity Acceleration |
|---|---|---|---|---|
| Termination outside CIC (without cause / good reason) | 1.5× (CEO) | Pro rata based on actual performance | 18 months (CEO) | Time-based: 15 months; PRSUs vest if goals met per Committee |
| Termination within CIC window (12 months post-CIC) | 2.0× (CEO) | Pro rata target bonus | 24 months (CEO) | Full acceleration; PRSUs vest at greater of target or actual |
| Death/Disability | — | — | — | Full acceleration; PRSUs vest at greater of target or actual |
Investment Implications
- Alignment: High at-risk mix with PRSUs tied to revenue diversification and BD milestones plus options that only have value with stock appreciation; disciplined PRSU payouts (40% in 2022) indicate robust performance gating .
- Retention: Executive Severance Plan enhances retention with competitive but measured severance (1.5×/2× CEO) and double-trigger CIC treatment; ownership guidelines and sale restrictions further bind alignment and retention .
- Trading signals: 2024 realized option exercises and scheduled vesting activity should be interpreted within 10b5-1 controls and guideline compliance; hedging/pledging prohibitions reduce adverse signaling risk .
- Governance quality: Separate Chair/CEO, strong clawbacks, no repricing, high say-on-pay support and independent committee oversight are positives for pay-performance alignment and risk management .