Kevin Gorman
XencorAbout Kevin C. Gorman
Kevin C. Gorman, Ph.D., age 67, has served as an independent director of Xencor since April 2017 (8 years of service as of April 23, 2025). He is a biotechnology founder and operator with more than 30 years of experience, including serving as President & CEO of Neurocrine Biosciences from 2008 to October 2024 and holding prior senior roles in finance, business development, and operations. He holds a Ph.D. in immunology and an M.B.A. in finance from UCLA, with post-doctoral training at The Rockefeller University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xencor, Inc. | Independent Director | Apr 2017–present | Member: Human Capital Management & Compensation (HCMCC), Research & Development (R&D) |
| Neurocrine Biosciences, Inc. | Founder; President & CEO; EVP & COO; EVP & CBO; SVP BD | Founder; CEO Jan 2008–Oct 2024; COO Sep 2006–Jan 2008; prior BD roles pre-2006 | Board director since Jan 2008 |
| Avalon Medical Partners, L.P. | Principal | 1990–1993 | Early-stage founding work for Onyx, Metra Biosystems, Idun, ARIAD |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Director | Jan 2008–present | Public biotech board; Gorman is NBIX founder and former CEO |
Board Governance
- Committee assignments: HCMCC member; R&D Committee member (not chair). Current chairs: HCMCC—Richard Ranieri; R&D—Ellen Feigal .
- Independence: Board determined Dr. Gorman is independent under Nasdaq rules .
- Attendance: All Board members attended all Board meetings and committee meetings on which they served in 2024 (five Board meetings, executive session each; HCMCC met five times; R&D met once) .
- Years of service: 8 years (Board matrix) .
- Lead Independent Director: A. Bruce Montgomery, M.D. (not Gorman) .
Fixed Compensation
| Component | Amount | Basis |
|---|---|---|
| 2024 Fees Earned (Cash) | $66,000 | Per policy: Board retainer $50,000; HCMCC member retainer $8,500; R&D member retainer $7,500 (paid quarterly; pro rata if partial year) |
| Committee Fee Policy | Audit: $10,000 member / $20,000 chair; HCMCC: $8,500 / $17,000; Nominating: $6,500 / $13,000; R&D: $7,500 / $15,000 | Applies to all non-employee directors; HCMCC and R&D applicable to Gorman |
Performance Compensation
| Item | 2024 Value/Terms | Vesting/Provisions |
|---|---|---|
| Option Awards (Grant-date fair value) | $139,337 | Annual options vest monthly over 12 months |
| Stock Awards (RSUs, grant-date fair value) | $127,562 | Annual RSUs vest in full after 12 months |
| Annual Equity Grant Policy | Fixed fair value $300,000 per year; equal mix of options and RSUs | Initial director option grant fixed fair value $550,000; 1/3 at 1-year; remainder monthly over 24 months |
| Change-of-control treatment | Director equity awards vest in full upon change of control; plan permits acceleration if awards not assumed/continued | |
| Clawback | All awards subject to Company Clawback Policy; 2024 restatement did not require recovery for incentive pay (metrics unaffected) | |
| Non-employee director compensation cap | Aggregate annual cap $750,000 (up to $1,500,000 in first appointment year) | |
| Performance metrics tied to director pay | None disclosed; director equity is time-based (not performance-based) |
Other Directorships & Interlocks
| Person/Entity | Nature | Relevance |
|---|---|---|
| Neurocrine Biosciences, Inc. | Gorman is director and founder; former CEO | External seat may provide industry network; no Xencor-related party transactions >$120k disclosed since 1/1/2024 |
| Richard Ranieri (Xencor director) | Prior executive roles at Neurocrine | Historical connection; not a current related-party transaction |
Expertise & Qualifications
- Financial expertise (Board matrix), senior management, biotechnology, business development; public company board experience .
- Education: Ph.D. in immunology; M.B.A. in finance (UCLA); post-doctoral training at The Rockefeller University .
Equity Ownership
| Metric (as of Feb 28, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 110,218 | Less than 1% |
| Common shares directly owned | 2,406 | Footnote (13) |
| Options exercisable within 60 days | 107,812 | Footnote (13) |
| RSUs outstanding (as of Dec 31, 2024) | 5,986 | From director stock awards table |
| Total options outstanding (as of Dec 31, 2024) | 109,808 | From director options table |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors |
Governance Assessment
- Board effectiveness: Gorman contributes financial and operating expertise; serves on HCMCC and R&D, aligning with Xencor’s talent and clinical portfolio oversight needs .
- Alignment: 2024 director pay mix was majority equity ($266,899 of $332,899), with time-based vesting and full acceleration only in change-of-control scenarios, consistent with market practices and capped by a director compensation limit .
- Independence and attendance: Independent under Nasdaq rules, with perfect attendance in 2024—a positive engagement signal .
- Conflicts/related-party: Proxy discloses no related-party transactions >$120k in 2024; indemnification agreements in place (standard) .
- Governance environment watch item: Company disclosed 2024 financial statement restatements and a change in auditor, with identified internal control material weaknesses and remediation. While not tied to Gorman’s committees (he is not on Audit), this is a broader board-risk context to monitor for investor confidence .
RED FLAGS: None disclosed specific to Gorman—no hedging/pledging, no excise tax gross-ups, no option repricing, strong attendance, independent status . Watch: External seat at Neurocrine (industry interlock), though no related-party transactions disclosed at Xencor in 2024 .