Shalini Sharp

About Shalini Sharp

Shalini Sharp, age 50, has served as an independent director of Neurocrine Biosciences (NBIX) since February 2020. She previously served as EVP and CFO of Ultragenyx (2012–2020) and held finance/strategy roles at Agenus, Elan Pharmaceuticals, McKinsey & Company, and Goldman Sachs; she holds a B.A. and MBA from Harvard University .

Past Roles

External Roles

Board Governance

• Committee assignments at NBIX (2025): Audit Committee Chair; Compensation Committee member. Sharp is designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
• Independence: NBIX states all current directors other than the CEO and retired CEO are independent; Sharp is an independent Class II director up for election in 2025 .
• Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of Board and relevant committee meetings. Audit and Compensation Committees met 9 times; Nominating/Corporate Governance met 5 times .
• Compensation Committee interlocks: None in 2024 among NBIX Compensation Committee members (Morrow, Pops, Sharp) .
• Audit oversight: Sharp signed NBIX’s Audit Committee Report alongside Poon and Sherwin .
• Governance practices: NBIX maintains director resignation policy, proxy access, separate Chair/CEO, clawback policy, and prohibitions on hedging/pledging/margining; executive sessions of independent directors at every regular Board meeting .

Fixed Compensation

NBIX’s 2024/2025 non-employee director cash retainers: $60,000 base; Chair adders—Audit $25,000, Compensation $20,000, Nominating/Gov $18,000, Science & Medical Technology $20,000; member retainers—Audit $12,000, Compensation $12,000, Nominating/Gov $9,000, Science & Medical Technology $10,000. 2025 increased Board Chair cash retainer to $40,000; other retainers unchanged from 2024 .

Performance Compensation

Notes:

• NBIX offers time-based director equity grants; no disclosed director-specific performance metrics or TSR hurdles. Options are “inherently performance oriented” in that value depends on stock price appreciation, but awards vest time-based at 1 year for annual grants; initial grants for new directors ($800,000 options) vest monthly over 3 years .
• In 2025, non-employee director annual equity awards remain $400,000; number of shares depends on fair market value at grant and Board valuation methodology .

Other Directorships & Interlocks

NBIX confirms “no interlocking relationship” among its Compensation Committee members in 2024, mitigating pay-setting conflicts at NBIX .

Expertise & Qualifications

• Audit committee financial expert designation at NBIX; significant CFO experience and capital markets acumen .
• Multi-board audit leadership (Organon Audit Chair; BeiGene Audit Chair), reinforcing financial reporting oversight expertise .

Equity Ownership

Director Equity Ownership Guidelines: Minimum equity equal to 3× cash retainer; includes net exercisable value of vested options; 5-year compliance window; as of March 24, 2025, all non-employee directors were in compliance .

Trading & Alignment Policies:

• Prohibited: hedging (collars, swaps), short sales, margining/pledging; requires 10b5‑1 plans for open-market transactions .
• Related person transactions: None in fiscal 2024 .

Governance Assessment

• Strengths:

  • Audit committee leadership and financial expert status support strong oversight of financial reporting and internal controls .
  • High engagement: NBIX committees met frequently in 2024; all directors met ≥75% attendance; Sharp serves on both Audit (Chair) and Compensation Committees .
  • Alignment: Equity-heavy director compensation (approx. $400k equity vs $99k cash in 2024) and ownership guidelines bolster long-term alignment; anti-hedging/pledging policies and clawback framework further protect shareholder interests .
  • Shareholder support context: NBIX’s 2024 say-on-pay approval ~94% and historically >92% indicates overall confidence in compensation governance .

• Watch items and potential red flags:

  • Multi-board audit chair roles (NBIX, Organon, BeiGene) elevate workload and scheduling complexity; Organon explicitly assessed this and determined her service on multiple audit committees did not impair effectiveness at Organon, but ongoing monitoring of commitments is prudent .
  • Industry interlocks: External boards span biopharma/oncology; NBIX disclosed no related-person transactions in 2024, and Compensation Committee had no interlocks—reducing conflict risk .

• Compensation structure observations:

  • Director pay remains heavily equity-weighted with time-based vesting; no director-specific performance metrics disclosed—a common market practice, but investors should continue to assess whether equity structure sufficiently aligns risk/reward over time .

Backstops:

• NBIX governance practices (director resignation policy; independent leadership; annual assessments) and strict trading policies support investor confidence .

Director Compensation Details (NBIX)

Program limits and changes:

• 2025 Plan lowered non-employee director annual pay cap to $750,000; initial appointment equity cap to $1,500,000 (from prior $1,250,000 and $2,000,000 caps under 2020 Plan) .

Related Party & Risk Indicators

• Related-person transactions: None in 2024 .
• Hedging/pledging/margining: Prohibited; required 10b5‑1 plans for directors .
• Auditor independence oversight: Audit Committee pre-approves all audit/non-audit services; EY LLP fees for 2024 totaled $2,329,291 .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay approval ~94%; average ~97% over last ten years; NBIX actively engages with top holders and incorporates feedback into compensation decisions .