William H. Rastetter, Ph.D.

About William H. Rastetter, Ph.D.

Independent Chairman of the Board at Neurocrine Biosciences (NBIX) since May 2011; director since February 2010. Age 76, with a scientific and operating background spanning academia (MIT), Genentech, IDEC/Biogen Idec, and venture capital (Venrock). Education: S.B. Chemistry (MIT); M.A. and Ph.D. Chemistry (Harvard). The Board cites his scientific/technical expertise and leadership of life sciences companies as core credentials supporting his continued service .

Past Roles

External Roles

Board Governance

• Role and independence: Non-employee Chairman of the Board; independent under Nasdaq standards. NBIX separates the Chair and CEO roles to reinforce oversight independence .
• Committee assignments: Member, Science & Medical Technology Committee; as Board Chair, he also regularly attends other committee meetings .
• Board structure & refresh: Classified board (three classes), reviewed annually by Nominating/Corporate Governance Committee; overboarding policy enforced and all directors in compliance (max 5 public boards; audit committee limits) .
• Attendance and engagement: All directors attended at least 75% of Board/committee meetings in 2024; the Board held seven meetings in 2024. Dr. Rastetter attended the 2024 Annual Meeting of Stockholders. Executive sessions of independent directors held at every regular Board meeting .
• Risk oversight: Board and committees oversee financial, compliance, scientific/clinical, cybersecurity and strategic risks; Science & Medical Technology Committee formed in January 2024 .
• Related-party transactions: None in 2024 .

Fixed Compensation

• Structure (non-employee directors, 2024): $60,000 annual cash retainer; Chair of the Board receives an additional $35,000. Committee Chairs: Audit $25,000; Compensation $20,000; Nominating/CG $18,000; Science & Medical Technology $20,000. Committee members: Audit $12,000; Compensation $12,000; Nominating/CG $9,000; Science & Medical Technology $10,000 .
• 2025 change: Non-executive Board Chair retainer increased by $5,000 to $40,000; other cash and equity elements unchanged .

Performance Compensation

• Annual equity (non-employee directors, 2024): Approx. $400,000 grant-date value; directors can elect RSUs, options, or 50/50 mix. RSUs vest in full after one year; options are at-market, 10-year term, vest in full after one year. New director initial grant: ~$800,000 in options vesting monthly over three years .
• Dr. Rastetter (2024 equity): $400,025 in stock awards (RSUs); no option award in 2024 .
• Clawback/forfeiture: All awards subject to NBIX Incentive Compensation Recoupment Policy; no dividends on unvested equity; no dividends on options/SARs .
• Change-in-control: If awards are not assumed in a transaction, full acceleration prior to close; if assumed, double-trigger acceleration upon qualifying termination within 12 months. Applies to directors and employees per plan terms .

Other Directorships & Interlocks

• Current public boards: Fate Therapeutics (Chair), Daré Bioscience (Chair), Regulus Therapeutics (Director) .
• Interlocks: No compensation committee interlocks existed in 2024 (committee members were Morrow, Pops, Sharp) .
• Overboarding: NBIX policy limits observed; all directors compliant as of the latest review .

Expertise & Qualifications

• Technical/scientific: Chemistry Ph.D.; academic and Genentech R&D experience; Board cites his scientific and technical insight as critical to NBIX oversight .
• Leadership/strategy: Former CEO and Executive Chairman across major biotech companies; venture investing background .
• Governance: Independent Chair; attends committee meetings; supports separation of Chair/CEO and robust governance practices (board assessments, executive sessions) .

Equity Ownership

Ownership alignment and restrictions:

• Director equity ownership guidelines: Minimum 3x cash retainer; all non-employee directors in compliance as of March 24, 2025. If not compliant, restrictions apply to selling and retention of shares acquired via exercises/vesting until compliance achieved .
• Hedging/pledging: Prohibited (including options, short sales, collars, swaps); no hedging, pledging or margining transactions in 2024 or as of Record Date. Directors/officers must use 10b5-1 plans for open-market transactions with cooling-off periods .

Governance Assessment

Strengths (confidence-enhancing):

• Independent Chairman with deep scientific and operating experience; separation of Chair/CEO enhances oversight .
• Active engagement and attendance; all directors ≥75% attendance; Chair attended 2024 annual meeting and committee sessions as needed .
• Strong alignment mechanisms: equity-heavy director pay, 3x ownership guidelines with verified compliance, and robust hedging/pledging prohibitions .
• Governance-friendly updates: Lowered non-employee director compensation cap in 2025 Plan ($750k/year; $1.5m initial), with clawback and no dividend-on-unvested safeguards .
• No related-person transactions in 2024; no compensation committee interlocks .
• Consistently strong say-on-pay support (over 92% for 2022–2024) indicating broad shareholder backing of compensation governance .

Watch items (potential risks/red flags to monitor):

• Long tenure (director since 2010) may raise refreshment concerns for some investors; NBIX maintains a classified board and no mandatory retirement, though it emphasizes balance of tenure and refreshment .
• Multiple external public company chairmanships/board roles could raise bandwidth perceptions, though NBIX overboarding policy affirms compliance and annual review .
• Director equity grants are time-based (not performance-conditioned), common for boards but less “at-risk” than PRSUs; NBIX mitigates with ownership guidelines and equity-heavy mix .

Director Compensation (2024 – Individual)

Other Notes on Program Design

• Non-employee director compensation philosophy emphasizes alignment and market competitiveness; reviewed with independent consultant FW Cook; equity-weighted mix .
• 2025 Plan prohibits option/SAR repricing without shareholder approval; no liberal CIC; strict share-counting rules .

Insider Trading/Transactions