Sanjay Keswani, M.D.

About Sanjay Keswani, M.D.

Sanjay Keswani, M.D., was appointed Chief Medical Officer (CMO) of Neurocrine Biosciences effective June 2, 2025, leading clinical development and medical affairs; he previously served as CEO of ImmunoBrain, SVP and R&D Head (Neuroscience/Ophthalmology/Rare Diseases) at Roche, and VP of Exploratory & Clinical Translational Research at Bristol-Myers Squibb. He is an elected Fellow of the Royal College of Physicians (UK), a former Neurology faculty member at Johns Hopkins, and trained at St. Bartholomew’s and St. Mary’s Hospital (London) with residencies/fellowships at Johns Hopkins in Neurology, Neuroimmunology, and Neurophysiology . For context on company performance, NBIX’s 2024 net product sales were $2,330.6 million and GAAP net income was $341.3 million, with cumulative TSR (fixed $100 starting Dec 2019) at $126.99, which informs performance-linked incentive design Keswani will participate in .

Past Roles

External Roles

Fixed Compensation

• Keswani’s specific base salary, target bonus, and 2025 grants have not been disclosed as of latest filings/press releases; NBIX noted his appointment and role but did not file an employment agreement with cash terms for Keswani .
• NBIX executive cash compensation philosophy: at least one-third of target total cash is at-risk for executive officers, with the CEO at 50% at-risk; annual cash incentives cap at 150% of target and are based on corporate and individual goals .

Performance Compensation

• Equity award structures NBIX uses for executive officers (expected to apply to the CMO role in 2025 per program design):
  • Stock options vest monthly over 4 years; RSUs vest in equal annual installments over 4 years; PRSUs vest upon achievement of specified, objective performance metrics within a three-year performance period (e.g., 2024 PRSUs tied to two metrics through Dec 31, 2026) .
• Most important performance measures linking “Compensation Actually Paid” to outcomes: Net Product Sales, Non-GAAP Net Income, Pipeline Progression, Regulatory Advancement .
• Annual incentive framework: corporate goal set (e.g., 2024 achieved at 115% across goals such as INGREZZA net sales, crinecerfont NDA submission/launch readiness, Phase 2 pipeline milestones); NEO bonuses are capped and may be adjusted for individual performance within committee discretion .

2024 Corporate Incentive Outcome (context for NBIX plan design)

Equity Ownership & Alignment

• Officer equity ownership guidelines: CEO 6x base salary; all other executive officers 1x base salary; five-year runway to comply, with sale restrictions until compliance; value includes net exercisable value of vested options; unvested RSUs/PRSUs excluded .
• Trading and alignment policies: strict prohibition on hedging, pledging, margining, short-sales, option speculation; mandatory use of 10b5-1 plans with waiting periods for open-market transactions; no known hedging/pledging/margining in 2024 .
• Clawback: awards subject to recoupment under NBIX Incentive Compensation Recoupment Policy and any required listing-standards clawbacks; 2025 Equity Plan embeds clawback/forfeiture provisions and prohibits dividends on unvested shares and repricing without shareholder approval .

Employment Terms

• Appointment: Keswani agreed on April 2, 2025 to succeed Eiry W. Roberts, M.D., as CMO effective June 2, 2025; Roberts transitions to Strategic Advisor to the CEO .
• Executive Severance Plan (adopted Feb 7, 2025): for covered executive officers, provides upon involuntary termination or resignation for good reason outside change-in-control (CIC) period:
  • Cash severance = 1.0x (CEO 1.5x) of base salary + target bonus; pro-rata annual bonus based on actual achievement; up to 12 months COBRA premiums (CEO 18 months); acceleration of time-based equity scheduled to vest over 12 months (CEO 15 months); performance equity vesting if goals met at termination (committee discretion) .
  • Within CIC period (12 months post-CIC): cash = 1.5x (CEO 2.0x) salary+target bonus; pro-rata target bonus; up to 18 months COBRA (CEO 24 months); full acceleration of time-based equity; performance equity vests at greater of target or actual performance as of termination .
• Plan-level CIC/change definitions and double-trigger structure embedded in 2025 Equity Incentive Plan (no single-trigger vesting; broad anti-liberal CIC definitions) . Note: Keswani’s specific severance agreement has not been disclosed; the Executive Severance Plan describes standard benefits for executive officers .

Executive Severance Plan – Summary (context)

Investment Implications

• Compensation alignment: NBIX’s heavy mix of performance equity (PRSUs) and options, plus strict hedging/pledging prohibitions and ownership guidelines, supports “skin-in-the-game” alignment for the CMO; PRSU metrics tie directly to revenue (Net Product Sales), earnings quality (Non-GAAP Net Income), and pipeline/regulatory execution—material drivers of NBIX valuation .
• Retention and severance economics: Double-trigger CIC acceleration and 1.5x CIC cash multiple for executive officers (2.0x CEO) reduce uncertainty and can mitigate turnover risk during strategic events; outside CIC, severance is moderate (1.0x) with limited equity acceleration—balanced retention with shareholder protections (no dividend on unvested, no repricing) .
• Execution risk and value creation: Keswani’s deep translational/clinical leadership across large-cap and biotech, and explicit mandate to expand modalities (peptide, antibody, gene therapy), is additive as NBIX advances registrational programs and commercial expansion (e.g., INGREZZA, CRENESSITY); compensation structures incentivize these levers without encouraging short-termism .
• Near-term watch items: Disclosure of Keswani’s base/bonus and initial equity grants will clarify insider selling pressure (vesting calendars) and ownership guideline compliance timeline; monitor 10b5-1 plan adoption and any future Form 4s for cadence/size of sales consistent with policy .