Gary Lyons
About Gary Lyons
Gary Lyons (age 73) is an independent director and Chair of the Board at Travere Therapeutics (TVTX), serving as a director since October 2014 and Chair since May 2016 . He was the founding President & CEO of Neurocrine Biosciences and previously held senior roles at Genentech as VP of Business Development and VP of Sales; he holds a B.A. in Marine Biology from the University of New Hampshire and an MBA from Northwestern University’s Kellogg School of Management . The Board affirms Mr. Lyons’ independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Founding President & CEO; current Board member | Not disclosed; current Board member | Leadership in pharma operations and commercialization |
| Genentech, Inc. | VP, Business Development; VP, Sales | Not disclosed | Senior management roles in BD and Sales |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Board Member | Current | Ongoing governance role |
| Rigel Pharmaceuticals, Inc. | Director | Oct 2005 – May 2024 | Prior public company directorship |
| Eledon Pharmaceuticals, Inc. (Novus Therapeutics) | Director | May 2017 – June 2023 | Prior public company directorship |
| Fresh Tracks Therapeutics, Inc. (Brickell Biotech) | Director | Aug 2019 – Sep 2023 | Prior public company directorship |
| HealthCare Royalty Partners | Senior Advisor | Current | Industry advisory position |
Board Governance
- Independence: The Board determined Mr. Lyons is independent under Nasdaq rules; 9 of 10 directors are independent (CEO Dube is non-independent) .
- Leadership: TVTX separates CEO and Chair roles; Lyons serves as non-executive Chair, enhancing oversight and accountability .
- Committees: Current standing committees are Audit, Compensation, Nominating/Corporate Governance, and Science & Medical Technology; Lyons is not listed as a member of these committees and serves as Chair of the Board .
- Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting during 2024 .
- Compensation Committee composition: Orwin (Chair), Bruhn, Coughlin, Williams‑Brinkley; all independent and non‑employees; committee met 5 times in 2024 .
- Compensation committee interlocks: None; no officers served on other entities’ boards in a manner creating interlocks with TVTX’s Compensation Committee .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual Board retainer (non‑employee directors) | $50,000 | Unchanged | Cash; option election permitted |
| Chair of Board additional retainer | $35,000 | Increased to $40,000 | Cash; option election permitted |
| Committee member retainers | Audit: $10,000; Comp: $7,500; Nominating: $5,000; Science: $7,500 | Comp member increased to $10,000 | Chairs: Audit $20,000; Comp $20,000; Nominating $12,000; Science $15,000 |
| Lyons 2024 cash fees earned | $85,000 | — | Reflects $50k base + $35k Chair; no committee fees |
Performance Compensation
| Equity Award Policy | Grant Size | Vesting | Grant Timing | Strike/COC Terms |
|---|---|---|---|---|
| Initial equity (upon joining Board) | 29,250 options; 9,750 RSUs | Options & RSUs vest over 3 years | On initial election | Options at FMV; change‑in‑control accelerates vesting if Board service ceases in connection with COC |
| Annual equity (continuing directors) | 19,500 options; 6,500 restricted shares | Vests over 1 year | At annual meeting if serving ≥6 months | Options at FMV; no equity component changes for 2025 |
| Lyons 2024 Equity Compensation (Grant Date Fair Value) | Amount ($) |
|---|---|
| Stock awards (RSUs/restricted shares) | $44,330 |
| Option awards | $132,990 |
| Total 2024 compensation | $262,320 |
- Plan features: No discounted options; change‑in‑control definition not “liberal”; plan administered by independent Compensation Committee; limits on non‑employee director awards; dividend restrictions prior to vesting .
Other Directorships & Interlocks
| Company | Shared Ties/Notes |
|---|---|
| Neurocrine Biosciences, Inc. | Lyons is current Neurocrine director; TVTX director Coughlin is former Neurocrine CFO (2002–2018), indicating shared prior affiliation but no related‑party transaction disclosed . |
| Multiple prior biotech boards (Rigel, Eledon, Fresh Tracks) | Governance network in biopharma; no conflicts disclosed with TVTX . |
Expertise & Qualifications
- Extensive pharmaceutical leadership, strategy, operations, and commercialization experience from Neurocrine and Genentech .
- Board leadership experience, Chair of TVTX since 2016 .
- Academic credentials in science and business (UNH B.A.; Kellogg MBA) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 129,000; less than 1% of outstanding |
| Shares outstanding (reference) | 88,757,341 (as of Mar 3, 2025) |
| RSUs outstanding (as of Dec 31, 2024) | 6,500 |
| Options outstanding (as of Dec 31, 2024) | 104,000 |
| Ownership guidelines | 3× annual cash retainer; all non‑employee directors met guidelines |
| Hedging/short sales policy | Prohibits short sales, options transactions, hedging (collars, swaps, etc.) |
Governance Assessment
- Alignment: Strong equity component with annual and initial grants; time‑based vesting and FMV strike prices; COC acceleration upon termination in connection with change in control is standard but warrants monitoring for potential windfalls .
- Independence and oversight: Lyons is independent and non‑executive Chair; separation of Chair/CEO strengthens oversight; regular executive sessions and annual board/committee self‑assessments indicate engagement and effectiveness .
- Attendance: Meets 75%+ threshold; Board met 4 times in 2024 .
- Compensation changes: 2025 increases to Chair and Compensation Committee retainers modestly increase cash mix; equity structure unchanged, suggesting consistent pay philosophy .
- Conflicts/related‑party: No related‑party transactions disclosed involving Lyons; advisory role at HealthCare Royalty Partners is noted with no transactions reported; continue to monitor for potential future interactions .
- Risk indicators: Hedging/short sales banned; stock ownership guidelines met by all directors, supporting alignment .