Matthew Fust
About Matthew K. Fust
Independent director of Crinetics Pharmaceuticals (CRNX) since February 2018; age 60. Former public-company CFO (Onyx, Jazz, Perlegen, ALZA) and designated “audit committee financial expert” by the board. Education: B.A., University of Minnesota; M.B.A., Stanford Graduate School of Business. Independent status confirmed; board led by independent chair Wendell Wierenga, Ph.D.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals, Inc. | Executive VP & CFO | 2009–2013 (through sale to Amgen) | Led finance through sale; public biopharma CFO credentials |
| Jazz Pharmaceuticals, Inc. | CFO | 2003–2008 | Specialty pharma finance leadership |
| Perlegen Sciences | CFO | 2002–2003 | Genetics company finance lead |
| ALZA Corporation | SVP & CFO | 1996–2002 | Pharmaceutical finance; senior leadership |
External Roles
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Public | Director | Audit Committee member |
| Ultragenyx Pharmaceutical, Inc. | Public | Director | Audit; Nominating & Corporate Governance member |
| Neumora Therapeutics, Inc. | Public | Director | Audit; Compensation member |
| MacroGenics, Inc. | Public (prior) | Former Director | — |
| Dermira, Inc. | Public (acquired) | Former Director | — |
| Sunesis Pharmaceuticals, Inc. | Public (prior) | Former Director | — |
Potential network interlock: CRNX director Camille Bedrosian, M.D., previously served as Executive VP & CMO at Ultragenyx (2018–2023), while Fust currently serves on Ultragenyx’s board; no related-party transactions disclosed with Ultragenyx.
Board Governance
- Committees: Audit Committee chair; Compensation Committee member. Audit met 4 times in 2024; Compensation met 4 times in 2024. Board met 4 times in 2024; all directors attended at least 75% of board/committee meetings.
- Independence: Board determined all directors except CEO are independent under Nasdaq/SEC rules; Fust independent.
- Leadership: Independent board chair (Wendell Wierenga, Ph.D.); CEO and chair roles separated.
- Related-party oversight: Audit Committee reviews and approves related person transactions; formal written policy adopted.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $41,000 | Effective June 7, 2024 (amended program) |
| Audit Committee Chair Fee | $20,000 | Annual, in addition to retainer |
| Compensation Committee Member Fee | $7,500 | Annual, member (not chair) |
| 2024 Fees Earned (Cash) | $67,875 | Actual cash paid in 2024 |
Performance Compensation
| Equity Component | Grant Value (2024) | Units Outstanding (12/31/2024) | Vesting / Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs | $152,014 | 3,400 RSUs | Annual director RSUs vest on the earlier of first anniversary or next annual meeting, subject to service | None (time-based) |
| Stock Options | $341,750 | 42,092 options | Options have 10-year term; annual director option grants vest per program schedule; exercise price set at grant-date FMV | None (time-based) |
Director program for continuing directors: annual options valued $350,000 and RSUs valued $150,000; initial director grants at options $525,000 and RSUs $225,000, with 3-year vesting.
Other Directorships & Interlocks
| Link | Description | Governance Signal |
|---|---|---|
| Ultragenyx tie | Fust on Ultragenyx board; CRNX director Bedrosian previously EVP/CMO at Ultragenyx | Network linkage; not a disclosed related-party transaction |
| Compensation Committee interlocks | CRNX compensation committee members (incl. Fust) have never been CRNX officers; no reciprocal comp committee interlocks with CRNX executives | Low conflict risk per proxy disclosure |
Expertise & Qualifications
- Designated “audit committee financial expert”; financially sophisticated under Nasdaq.
- Deep public-company CFO experience across biopharma; broad board service across therapeutics.
- Education: B.A. (Minnesota) and M.B.A. (Stanford GSB).
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 67,428 (includes exercisable options within 60 days) |
| Common shares held directly | 21,936 |
| Options exercisable within 60 days | 45,492 |
| RSUs outstanding (12/31/2024) | 3,400 |
| Ownership % of outstanding shares | <1% |
| Pledging/Hedging | Prohibited by policy (pledging, short sales, derivatives) |
| Stock ownership guidelines | Non-employee directors must hold 3x annual cash retainer; 5-year compliance window; retain 50% of net shares until compliant (adopted Feb 20, 2025) |
Governance Assessment
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Strengths:
- Independent director; audit chair and audit committee financial expert; strong board oversight structure with independent chair.
- Documented attendance (≥75% of meetings); active committee engagement.
- Clear director compensation policy with market benchmarking and caps via plan limits; transparent equity vesting mechanics.
- Robust insider trading policy (no hedging/pledging) and formal related-party transaction review process.
- Strong investor support for executive pay (Say-on-Pay approval ~97.3% in 2024), signaling broader governance confidence.
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Potential Risks / RED FLAGS to monitor:
- Multi-board commitments (Atara, Ultragenyx, Neumora) may pose time-allocation risk during critical CRNX milestones (e.g., paltusotine PDUFA). No attendance shortfall disclosed, but monitor ongoing engagement.
- Network interlock with Ultragenyx via fellow CRNX director’s prior executive role; no related-party transactions disclosed, but watch for future collaborations or transactions for independence optics.
- Director equity is time-based (no performance hurdles), which is standard for directors but offers limited explicit pay-for-performance linkage; alignment relies on stock price and ownership guidelines.
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Additional signals:
- Deferred Compensation Plan enables directors to defer fees and time-based RSUs, aligning long-term incentives; company may make discretionary contributions.
- Indemnification agreements and D&O insurance in place; standard for public boards.
Insider Trades and Compliance
- Section 16 compliance: To the company’s knowledge, directors and officers complied with filing requirements in 2024; one late Form 3 was filed by the Chief Commercial Officer (not involving Fust).
- No director-specific Form 4 activity disclosed in the proxy; ongoing prohibition on hedging/pledging reduces alignment risk.