John Crowley
About John Crowley
John Crowley, age 51, has served as Centessa’s Chief Financial Officer since June 2024 and is the company’s principal financial officer; in May 2025 a new Chief Accounting Officer assumed principal accounting officer duties while Crowley remained CFO . He is a CPA with 20+ years of life sciences finance/operations experience, including CFO roles at Fusion Pharmaceuticals (through its June 2024 acquisition by AstraZeneca) and Merus, and senior finance leadership at Charles River, Ironwood, Vertex, and Sunovion; he graduated summa cum laude from Babson College with BS degrees in Economics and Accountancy . Compensation for 2024 reflected a pro-rated salary and bonus (135% of target on a pro-rata basis) and a material new-hire option grant aligned to TSR via strike-price-at-grant; the proxy does not disclose CFO-specific TSR/revenue/EBITDA metrics beyond company-wide bonus goals .
Past Roles
| Organization | Role | Years (as disclosed) | Strategic impact |
|---|---|---|---|
| Fusion Pharmaceuticals | Chief Financial Officer | Until June 2024 (through AZ acquisition) | Led finance through M&A exit to AstraZeneca |
| Merus, Inc. | EVP & Chief Financial Officer | Not disclosed | Public biotech CFO experience |
| Charles River Laboratories | Corporate SVP, Corporate Controller & Chief Accounting Officer | Not disclosed | Enterprise financial reporting/controls leadership |
| Ironwood, Vertex, Sunovion | Senior corporate finance roles | Not disclosed | Supported launches, financings, BD in growth companies |
External Roles
No public company directorships or external board roles are disclosed for Crowley in the latest proxy .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base salary (annual rate) | $525,000 | Per employment agreement (effective June 5, 2024) |
| Salary actually paid (pro‑rated) | $295,313 | Reflects June 10, 2024 start |
| Target annual bonus % | 40% of base salary | Per employment agreement and NEO targets |
| Actual cash bonus paid | $153,125 | Committee set FY24 NEO bonuses at 135% of target; Crowley pro‑rated |
| Perquisites/All other comp | $0 | Company notes limited perquisites overall |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Element | Details |
|---|---|
| Plan design | Senior Executive Cash Incentive Bonus Plan; objectives set by Compensation Committee |
| Performance metrics | Non‑clinical/clinical advancement, team/infrastructure/governance, financial budget goals (company-wide) |
| Weightings | Not disclosed |
| Target | 40% of base salary (pro‑rated for 2024 given June start) |
| Outcome | 135% of target (pro‑rated for Crowley); bonus paid $153,125 |
| Clawback | Subject to SEC/Nasdaq‑compliant clawback policy (malus/clawback windows described) |
Equity Awards (granted 2024)
| Award type | Grant date | Quantity | Strike/Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock options | 07/01/2024 | 600,000 | $8.80 | 25% on 07/01/2025; remaining 75% in 36 equal monthly installments thereafter (1/48th monthly) subject to service | 07/01/2034 |
| Evidence | SEC Form 4 filed 07/02/2024 and proxy Outstanding Equity table |
Vesting schedule and potential selling pressure:
- Key cliff vest: 150,000 options on 07/01/2025; thereafter ~12,500 options vest monthly from 08/01/2025 for 36 months, creating a steady cadence of newly vesting shares that may create periodic liquidity windows, subject to trading windows/10b5‑1 plans .
Equity Ownership & Alignment
| As of date / source | Beneficial shares owned | % of outstanding | Options exercisable | Options unexercisable | Notes |
|---|---|---|---|---|---|
| 12/31/2024 (proxy) | — | — | — | 600,000 | All 600,000 options unexercisable at YE 2024 |
| 04/24/2025 (beneficial ownership table) | — | —% | N/A | N/A | Crowley shows no beneficially owned shares as of record date |
Ownership guidelines and policies:
- Executive Director ownership guideline: 200% of base salary within five years; policy stated for Executive Directors (board members). Crowley (CFO; not a director) is not explicitly covered by this guideline in the proxy .
- Trading/hedging/pledging: Insider policy prohibits derivatives and pledging; reduces misalignment/forced selling risk .
Employment Terms
| Term | Provision |
|---|---|
| Start date | Employment agreement dated June 5, 2024; employment commenced June 10, 2024 |
| Base salary / bonus | $525,000 base; 40% target bonus |
| Severance (outside 1‑yr post‑sale) | If terminated without cause or resigns for good reason: 12 months’ salary continuation plus employer portion of COBRA premiums up to 12 months or earlier qualifying events |
| Change‑in‑control (within 1‑yr post‑sale) | If terminated without cause or resigns for good reason: lump sum equal to 12 months base + 100% of target bonus; 100% acceleration of time‑based equity; employer COBRA premiums up to 12 months or earlier qualifying events (double trigger) |
| 280G treatment | Best‑net cut (pay in full or cut to avoid excise tax, whichever yields higher net) |
| Clawback | Company‑wide Dodd‑Frank compliant compensation recovery policy; malus/clawback windows apply to bonuses and equity |
| Principal accounting officer | May 27, 2025: new CAO appointed and designated principal accounting officer; Crowley remains CFO/principal financial officer |
Performance & Track Record
- Transaction execution: Served as CFO of Fusion Pharmaceuticals through its acquisition by AstraZeneca in June 2024, evidencing deal execution experience directly prior to joining Centessa .
- Internal controls/reporting: Centessa appointed a dedicated CAO in May 2025, separating PAO duties from the CFO role—positive for depth of controllership .
Compensation Committee, Peer/Process, and Say‑on‑Pay
- Committee and advisor: Compensation Committee (independent) retained Aon Radford for market benchmarking in 2024 .
- 2025 AGM remuneration votes: Shareholders approved the UK directors’ remuneration report (116,941,438 for; 395,738 against; 7,620,097 withheld) and remuneration policy (116,981,580 for; 376,720 against; 7,598,973 withheld) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy; no pledging disclosed for Crowley .
- No tax gross‑ups disclosed for Crowley; 280G best‑net cut applies .
- Clawback policy in place (SEC/Nasdaq compliant) .
- Related‑party transactions: None disclosed involving Crowley .
Investment Implications
- Pay‑for‑performance alignment: 2024 cash bonus paid at 135% of target (pro‑rated), reflecting company‑level execution; equity is 100% stock options at fair‑market strike, aligning potential upside to TSR with multi‑year vesting .
- Retention risk: Significant unvested options (600,000) with a one‑year cliff (vested 150,000 on 07/01/2025) and then monthly vesting through 2028 support retention while creating periodic liquidity windows; severance and double‑trigger CIC terms are standard and not excessively rich, limiting perverse incentives .
- Trading signals: No insider sales by Crowley are disclosed; vesting cadence began mid‑2025, so monitor Forms 4 for exercise/sale activity post‑cliff and during open windows/10b5‑1 plans to assess potential selling pressure .
- Governance/controls: Appointment of a standalone CAO in 2025 reduces key‑person concentration in finance and is supportive for control environment as the company advances clinical programs .