R. Scott Struthers - President and Chief Executive Officer | Crinetics Pharmaceuticals (CRNX) Executive Profile & Compensation

About R. Scott Struthers

Co‑founder of Crinetics Pharmaceuticals and CEO since December 2008; director since November 2008. Age 63, Ph.D. in physiology and pharmacology from UC San Diego (Salk Institute) . Crinetics’ 2024 pay‑versus‑performance disclosures show cumulative TSR of 203.79 for 2024 and net loss of $298,408 thousand . Revenues and EBITDA (USD) for the last three fiscal years are shown below to frame performance trajectory.

Metric	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$4,737,000*	$4,013,000*	$1,038,999*
EBITDA ($USD)	$(166,899,000)*	$(221,510,000)*	$(336,069,000)*

Values retrieved from S&P Global.*

Past Roles

Organization	Role	Years	Strategic Impact
Neurocrine Biosciences	Senior Director, Head of Endocrinology & Metabolism	1998–2008	Initiated and led discovery of orally active, nonpeptide GnRH antagonists including elagolix .
ScienceMedia Inc.	Co‑founder	1995–1998	Developed eLearning solutions for life sciences/higher ed .
Biosym Technologies	Led contract research efforts	1992–1995	Applied computational tools for drug discovery .

External Roles

Organization	Role	Years	Details
San Diego Entrepreneurs Exchange	Director	2009–present	Co‑founded nonprofit; ongoing board service .
Radionetics Oncology	Chairperson of Board	Oct 2021–present	Crinetics holds ~25% stake; Struthers receives 1,000,000 restricted shares vesting over 36 months and $50,000 annual retainer .

Fixed Compensation

Component	2024	Notes
Base Salary	$661,000	Approved Mar 2024; +6.96% YoY vs $618,000 in 2023 .
CEO Pay Ratio	45:1	CEO total comp $10,533,579 vs median employee $233,626 .

Performance Compensation

Annual incentive framework (2024):
- CEO target bonus: 55% of year‑end base salary; increased to 65% for 2025 .
- Weighting: 80% corporate goals / 20% individual objectives .
- Corporate performance achievement: 115% of target based on board‑approved goals .
- Individual achievement: 107% .
- Payout: $407,796 for 2024 .

Metric (2024 Corporate Goals)	Weighting	Target (Qualitative)	Actual (Highlights)	Weighted Performance
Advance paltusotine in acromegaly	45%	Complete PATHFNDR‑2, file NDA	PATHFNDR‑2 met endpoints; NDA accepted; PDUFA 9/25/2025 .	42%
Advance paltusotine in carcinoid syndrome	20%	Phase 2 and EOP2	Phase 2 topline (Mar 2024); successful EOP2 .	15%
Advance atumelnant (CAH, Cushing’s/EAS)	20%	Enrollment, readouts	Enrolled 18 subjects; CAH preliminary; Cushing’s prelim readout .	18%
R&D/programs	20%	Pipeline progress	Five development candidates; CRN09682 IND‑enabling tox completed .	20%
Corporate	15%	Balance sheet, IR/brand	Funded into 2029; IR/advocacy; trials readiness .	20%

Long‑term equity (2024 annual grants):
- Options: 240,000 at $43.51 exercise price, 10‑year term, vest monthly over 4 years from 3/4/2024 .
- RSUs: 65,000 vesting 25% each on March 15, 2025–2028 .
- Mix: ~70% options / ~30% RSUs by grant value .
Realized in 2024:
- Option exercises: 168,399 shares; value realized $6,836,650 .
- RSUs vested: 28,763 shares; value realized $1,119,724 .

Equity Ownership & Alignment

Ownership Detail (as of 4/14/2025)	Amount
Total beneficial ownership	2,447,682 shares; 2.6% of outstanding .
Breakdown	891,805 shares via family trusts; 410,417 direct; 1,000 spouse; 1,145,460 options exercisable within 60 days .
Unvested RSUs (selected grants)	65,000 (3/4/2024); 46,238 (3/1/2023); 26,700 (2/28/2022) .
Insider policies	Hedging/pledging prohibited; preclearance and blackout periods; 10b5‑1 permitted .
Stock ownership guidelines	CEO 3x base salary; retain 50% of net shares until compliant; 5‑year compliance window .

Employment Terms

Severance (no CIC): If terminated without cause or resigns for good reason, lump sum equal to 12 months base salary; up to 12 months health coverage; automatic acceleration of equity equal to 12 months of scheduled vesting .
CIC (within 12 months post‑CIC): Lump sum equal to 18 months base salary + target annual bonus; up to 18 months health coverage .
Equity acceleration at CIC: 100% of outstanding unvested equity accelerates on the first to occur of (i) termination without cause or for good reason after CIC or (ii) first anniversary of CIC (“single‑trigger” at 1‑year if employed) .
Death/disability: 100% acceleration of unvested equity .

Illustrative 12/31/2024 scenario values (company disclosure):

CIC termination: cash $1,355,050; accelerated options $9,282,229; RSUs $7,052,770; health $22,708; total $17,712,757 .
CIC only (continued employment): accelerated options $9,282,229; RSUs $7,052,770; total $16,334,999 .
Clawback policy: Recovers erroneously awarded incentive compensation for Section 16 officers upon restatements per SEC/Nasdaq rules .
No tax gross‑ups: Company discloses no CIC tax gross‑ups for executives .

Board Governance

Service: Director since November 2008; CEO since December 2008 .
Independence: Board determined all directors except Dr. Struthers are independent .
Leadership structure: Independent Chair (Wendell Wierenga, Ph.D.); roles of Chair and CEO separated .
Committees (members are independent; CEO not listed as member): Audit (chair Fust), Compensation (chair Okey), Nominating & Corporate Governance (chair Wierenga), R&D (chair Bedrosian), Global Therapeutics Strategy & Access (chair Vivaldi) .
Meetings/attendance: Board met 4 times in 2024; each director attended ≥75% of meetings/committee meetings served .

Director Compensation

As an executive officer, Dr. Struthers’ compensation is reported in the executive tables; he does not receive non‑employee director fees .

Other Directorships & Interlocks

Radionetics Oncology: Chairperson and Crinetics board designee; Crinetics owns ~25% equity and holds milestones/royalties; Struthers’ Radionetics compensation includes 1,000,000 restricted shares and $50,000 annual retainer . Related party transaction policy governs such arrangements .

Compensation Structure Analysis

Year‑over‑year base salary increase (2024): +6.96% to $661,000; aligns with pay positioning strategy .
Target bonus increased (2025): CEO from 55% to 65%; others from 40% to 45% .
Mix emphasizes at‑risk pay: Options and RSUs vest over multi‑year periods; significant equity component .
Payout cap added (2025): Annual incentives capped at 150% of target .
Equity grant timing disclosure: 3/4/2024 options granted one business day after a material 8‑K; exercise price $43.51; reported 6.28% price change around disclosure per Item 402(x) table (company states no spring‑loading practice) .

Risk Indicators & Red Flags

Single‑trigger equity acceleration at first anniversary post‑CIC (even if employed) may be viewed as shareholder‑unfriendly versus pure double‑trigger .
Hedging/pledging prohibited (positive alignment) .
Strong say‑on‑pay result (97.3% in 2024) reduces governance overhang .
CFO transition in early 2025; new CFO appointed (continuity supported by board) .

Compensation Peer Group (Benchmarking)

2024 peer group includes: Akero, Arcus, Avidity, Cerevel, CymaBay, Cytokinetics, IDEAYA, ImmunoGen, Immunovant, Kura, Madrigal, Morphic, Pliant, Protagonist, Prothena, Replimune, SpringWorks, Structure, Syndax, Travere, Vaxcyte, Viking, Xenon .
Target positioning: Cash around the 50th percentile; annual equity value between 50th–75th percentile .
Peer group criteria: U.S., pre‑commercial biopharma, Phase III focused, market cap ~$0.4–$4.0B at approval (Oct 2023); headcount <500 .

Say‑on‑Pay & Shareholder Feedback

2024 advisory vote approval: ~97.3% of votes cast in favor .
Board commits to considering shareholder input in future compensation decisions .

Expertise & Qualifications

Ph.D. UC San Diego (Salk Institute); deep endocrinology GPCR drug discovery/development expertise; led programs at Neurocrine; founding experience across biotech and scientific organizations .

Work History & Career Trajectory

Period	Employer	Role
2008–present	Crinetics	President, CEO; Director .
1998–2008	Neurocrine	Senior Director; Head of Endocrinology & Metabolism .
1995–1998	ScienceMedia	Co‑founder .
1992–1995	Biosym Technologies	Research lead; computational drug discovery .

Equity Ownership & Vesting Schedules (Detail)

Options: 2018–2024 grants with remaining unexercisable/exercisable tranches; key 3/4/2024 grant shows 45,000 exercisable/195,000 unexercisable at year‑end; prior grants with remaining balances at various exercise prices .
RSUs: Scheduled 4 annual installments (March 15) for each grant; notable unvested balances: 65,000 (2024), 46,238 (2023), 26,700 (2022) .

Employment Agreements & Protections

Definitions of “cause,” “good reason,” “change in control” set forth in agreements; cure periods and geographic/material changes specified .
Benefit continuation values disclosed; health continuation up to 12–18 months depending on scenario .
Company‑wide prohibition on hedging, pledging, derivatives, margin purchases; insider trading policy with blackout/preclearance .

Investment Implications

Alignment: High at‑risk equity and multi‑year vesting align CEO incentives with drug approval and commercialization milestones; 2024 corporate scorecard tightly tied to paltusotine and atumelnant execution .
Retention vs liquidity: Significant unvested RSU/option overhang and strong realized option proceeds in 2024 indicate both retention hooks and potential periodic selling pressure; hedging/pledging prohibitions mitigate downside alignment risks .
CIC terms: Single‑trigger acceleration at first anniversary post‑CIC and enhanced cash severance could influence M&A dynamics; investors should model dilution and overhang in event scenarios .
Governance: Independent chair, strong say‑on‑pay (97.3%), clawback policy, and ownership guidelines are positives for compensation discipline and alignment .
Near‑term catalyst: PDUFA date for paltusotine on September 25, 2025 is the key operational lever underlying compensation metrics and equity value realization .