Richard F. Pops
NEUROCRINE BIOSCIENCESAbout Richard F. Pops
Richard F. Pops (age 62) is an independent director of Neurocrine Biosciences (NBIX), serving on the Board since 1998. He is Chairman and Chief Executive Officer of Alkermes plc and holds a B.A. in Economics from Stanford University . The Board cites his leadership in scaling Alkermes, capital markets experience, and industry service (BIO, PhRMA) as core credentials for his continued service .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Epizyme, Inc. | Director (prior) | — | Biotech board experience in epigenetics; prior service referenced by NBIX for industry breadth |
| Acceleron Pharma, Inc. | Director (prior) | — | Biopharma board experience; prior service referenced by NBIX |
External Roles
| Organization | Role | Public/Private | Governance Notes |
|---|---|---|---|
| Alkermes plc | Chairman & CEO | Public | Dual operating/board role; capital markets and operating expertise cited by NBIX |
| Biotechnology Innovation Organization (BIO) | Director | Industry association | Industry leadership recognized by NBIX |
| Pharmaceutical Research and Manufacturers of America (PhRMA) | Director | Industry association | Industry leadership recognized by NBIX |
Board Governance
- Independence: Independent under Nasdaq standards (NBIX notes only the current and former CEOs are non‑independent) .
- Board class and term: Class II director; term up at the 2025 Annual Meeting (slate includes Pops) .
- Committee assignments (current): Chair, Compensation Committee; Member, Nominating/Corporate Governance Committee .
- Committee changes: Previously served on the Audit Committee through February 12, 2024 .
- Committee meeting cadence 2024: Audit (9), Compensation (9), Nominating/Corporate Governance (5) .
- Attendance: All directors attended at least 75% of Board and relevant committee meetings in 2024 .
- Overboarding: NBIX policy caps public boards (directors ≤5; audit committee ≤3 unless special experience; public company NEOs ≤3 boards); NBIX states all directors are compliant .
- Executive sessions: Independent directors hold executive sessions at every regular Board meeting .
Fixed Compensation (Director)
NBIX standard cash fees (2024):
| Component | Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $60,000 |
| Board Chair additional cash retainer | $35,000 (2024); increased to $40,000 in 2025 |
| Committee Chair add’l retainers | Audit $25,000; Compensation $20,000; Nominating/CG $18,000; Science & Medical Tech $20,000 |
| Committee member annual retainers | Audit $12,000; Compensation $12,000; Nominating/CG $9,000; Science & Medical Tech $10,000 |
2024 compensation actually earned by Pops:
| Item | Amount |
|---|---|
| Fees earned (cash) | $89,069 |
| Option awards (grant date fair value) | — (elected RSUs) |
| Stock awards (RSUs; grant date fair value) | $400,025 |
| Total | $489,094 |
- Director equity grant design: Annual grant ~$400,000, director can elect RSUs, options, or 50/50; RSUs and options vest in full after one year; options 10-year term, strike at grant close price .
- 2025 policy update: Non‑employee director total annual cap lowered to $750,000; initial appointment equity cap $1,500,000 (from prior $1,250,000 and $2,000,000, respectively) under proposed 2025 Plan .
Performance Compensation (Director)
- Structure: Non‑employee director equity is time‑based (no performance metrics); dividends are not paid on unvested awards and never on options; awards subject to clawback policies .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024 (Comp Committee: Morrow, Pops, Sharp) |
| Related person transactions | None in 2024; Audit Committee oversees related‑party transactions |
Expertise & Qualifications
- Leadership/operator: Chairman & CEO of Alkermes since 1991; scaled from private research firm to global public company .
- Capital markets and strategy: Board credits Pops with financial acumen and capital markets expertise; strategic oversight capabilities .
- Industry leadership: Service on BIO and PhRMA boards recognized by NBIX .
- Education: B.A., Economics, Stanford University .
Equity Ownership
| Metric | Shares / Value | Notes |
|---|---|---|
| Total beneficial ownership | 111,555 | <1% of shares outstanding |
| Common stock owned | 31,611 | Directly held |
| Options exercisable within 60 days | 77,075 | Vested options |
| RSUs vesting within 60 days | 2,869 | Unvested RSUs due to vest |
| Ownership guidelines (directors) | ≥3x cash retainer | Option intrinsic value counts; all non‑employee directors in compliance as of Mar 24, 2025 |
| Hedging/pledging | Prohibited; no hedging/pledging transactions reported in 2024 | |
| Section 16 compliance | Company believes all officers/directors complied in 2024 (one late filing for another director due to admin oversight) |
Governance Assessment
-
Positives
- Independent, long‑tenured director with deep operating and capital markets experience; Chair of Compensation Committee and member of Nominating/Corporate Governance Committee, aligning skills with key oversight areas .
- Strong alignment mechanisms: equity‑heavy director pay, one‑year vesting, ownership guidelines, clawback policy, and prohibition on hedging/pledging; 2025 plan lowers director pay caps—shareholder‑friendly .
- Board governance practices include regular independent executive sessions, annual board/committee assessments, and active shareholder engagement .
-
Watch items
- Tenure since 1998 can raise refreshment concerns; NBIX maintains a classified board and has no mandatory retirement age but cites continuity benefits for drug development cycles .
- External load: Pops is a sitting public‑company CEO/Chair and NBIX’s Compensation Committee Chair; NBIX’s overboarding policy limits are in place and the company states all directors are compliant, but investors often monitor time commitments for operating executives on outside boards .
-
Conflicts/related‑party exposure
- No related‑party transactions disclosed for 2024; Compensation Committee interlocks: none .
-
Attendance/engagement
- All directors met ≥75% attendance threshold in 2024; Compensation Committee met nine times, indicating active oversight cadence .
RED FLAGS: None explicitly disclosed for Pops in 2024 (no related‑party transactions, no hedging/pledging, no interlocks). Long tenure and concurrent operating CEO role warrant ongoing monitoring for bandwidth and succession planning considerations .