Caren Deardorf
About Caren Deardorf
Independent director (Class II) at Crinetics Pharmaceuticals since March 2022; age 60. Former Chief Commercial & Strategy Officer at Editas Medicine (Sep 2023–Apr 2025), with prior CCO roles at Magenta Therapeutics (Jul 2021–Mar 2023) and Ohana Biosciences (May 2019–May 2021). Earlier, she led global product development and multiple launches at Biogen, including Spinraza and the MS franchise brands. Education: B.S. Biology (Tufts) and MBA (Babson—Olin). Tenure on CRNX board began March 2022.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine | Chief Commercial & Strategy Officer | Sep 2023–Apr 2025 | Led commercial and corporate strategy for pipeline and program leadership. |
| Magenta Therapeutics | Chief Commercial Officer | Jul 2021–Mar 2023 | Built global commercial capabilities and strategy. |
| Ohana Biosciences | Chief Commercial Officer | May 2019–May 2021 | Commercial leadership. |
| Biogen | VP Global Product Development; earlier roles in MS franchise | 2017–2019 (VP role) | Commercial lead on Spinraza; global launch strategy; branding and reimbursement; prior MS franchise launch work (AVONEX, TYSABRI, Tecfidera). |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NeuroSense Therapeutics Ltd | Director | Dec 2021–Jun 2024 | Prior public-company board; no current CRNX-disclosed transactions. |
Board Governance
- Classification: Class II director; term runs to the 2026 annual meeting.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq/SEC rules; includes Ms. Deardorf.
- Board leadership: Independent Chair (Wendell Wierenga, Ph.D.); roles of Chair and CEO are separated.
- Committees: Member—Nominating & Corporate Governance; Member—Global Therapeutics Strategy & Access. Not listed on Audit or Compensation.
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; board met 4x; Nominating met 3x; Global Therapeutics met 1x (established Sep 2024).
- Annual meeting attendance: Six directors attended the 2024 annual meeting.
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Cash fees (2024) | $45,750 | Fees earned or paid in cash as reported. |
| Standard annual cash retainer | $41,000 | Non-employee director program effective Jun 7, 2024. |
| Committee membership (non-chair) | $5,000 (N&CG); $7,500 (Comp); $10,000 (Audit); $7,500 (R&D) | Applicable retainers; Global Therapeutics committee fees not specified. |
| Chair premiums | $30,000 (Board); $20,000 (Audit); $15,000 (Comp); $10,000 (N&CG); $15,000 (R&D) | Not applicable to Ms. Deardorf (not a chair). |
| Reimbursements | Actuals reimbursed | Travel, lodging, reasonable expenses for meetings. |
Performance Compensation
| Equity Element | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $152,014 | Vests on the earlier of 1-year from grant or next annual meeting, subject to service. | |
| Stock Options (annual director grant) | $341,750 | Same schedule; 10-year term; exercise price at grant date close. | |
| Program design (initial director grants) | Options $525,000; RSUs $225,000 | Vest in 3 equal annual installments over 3 years. | |
| Program design (annual director grants) | Options $350,000; RSUs $150,000 | Vest by first anniversary/next annual meeting. | |
| Outstanding equity at 12/31/2024 | 3,400 RSUs; 69,375 options | Outstanding balances disclosed for Ms. Deardorf. |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond CRNX. Prior board: NeuroSense Therapeutics Ltd (Dec 2021–Jun 2024).
- Committee roles elsewhere: Not disclosed.
- Interlocks/related parties: No CRNX-related party transactions disclosed for Ms. Deardorf; related-party section references Radionetics and CEO serving as its board designee.
Expertise & Qualifications
- Extensive commercialization leadership in rare disease and specialty pharma; led Spinraza launch strategy and MS franchise branding/launches.
- Academic credentials: B.S. Biology (Tufts) and MBA (Babson—Olin).
- Board-relevant skills: Commercial strategy, product launch, market access, and rare disease franchise building.
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Breakdown |
|---|---|---|---|
| Caren Deardorf | 82,175 shares | <1% | Includes 9,400 common shares and 72,775 options exercisable within 60 days of Apr 14, 2025. |
| RSUs outstanding (12/31/2024) | 3,400 units | N/A | As of year-end. |
| Options outstanding (12/31/2024) | 69,375 | N/A | As of year-end. |
- Pledging/Hedging: Company policy prohibits pledging, hedging, short sales, and derivative transactions in company stock.
- Ownership guidelines: Effective Feb 20, 2025—non-employee directors must hold 3x annual cash retainer; 5-year compliance window; must retain 50% of net shares from awards until met. Compliance status for Ms. Deardorf not disclosed.
Governance Assessment
- Independence and committee alignment: Independent director with commercialization expertise placed on Nominating & Corporate Governance and Global Therapeutics Strategy & Access—aligned with CRNX’s pre-commercial to commercial transition.
- Engagement/attendance: Met minimum attendance thresholds; boards and relevant committees met regularly in 2024.
- Compensation alignment: Director pay mix favors equity (options/RSUs) with time-based vesting; annual and initial grant sizes are market-tested and within plan limits, promoting shareholder alignment.
- Ownership/skin-in-the-game: Beneficial holdings include common shares and near-term exercisable options; director ownership guidelines add alignment, and hedging/pledging prohibitions reduce misalignment risk.
- Compensation committee practices: Independent compensation committee; use of independent consultants (Aon, Pearl Meyer) with no conflicts; annual risk assessment conducted; strong say-on-pay support (97.3% in 2024) signals investor confidence in pay/governance.
- Conflicts/related-party: No related-party transactions disclosed involving Ms. Deardorf; broader related-party disclosure pertains to Radionetics and the CEO.
RED FLAGS
- None disclosed relating to Ms. Deardorf: no related-party transactions, no pledging/hedging, independence affirmed. Monitor time-commitment risk when serving concurrently in senior executive roles at other biopharma companies (Editas tenure ended Apr 2025).
Investor implications: Her commercialization pedigree supports board oversight of launch execution (paltusotine), pricing/market access, and go-to-market risk management; committee placements suggest direct influence on governance and commercialization strategy, with limited conflict indicators and positive alignment via equity-heavy compensation mix.