Stephanie Okey
About Stephanie S. Okey
Stephanie S. Okey, M.S., age 65, has served as an independent director of Crinetics Pharmaceuticals since July 2019. She brings over 25 years of biopharma leadership, including senior roles at Genzyme (SVP, Head of North America, Rare Diseases; U.S. General Manager, Rare Diseases; and VP/GM, U.S. Genetic Diseases) and earlier experience at Genentech and Bristol Myers Squibb. She holds a B.S. in Zoology from The Ohio State University and an M.S. in Immunology & Medical Microbiology from Wright State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genzyme (Sanofi) | SVP, Head of North America, Rare Diseases; U.S. General Manager, Rare Diseases | Aug 2012 – Jul 2015 | Led rare disease commercial and GM roles |
| Genzyme (Sanofi) | VP & GM, U.S. Genetic Diseases Business Unit | Sep 2011 – Aug 2012 | U.S. genetic diseases portfolio leadership |
| Genentech | Various positions of increasing responsibility | Nearly 8 years (prior to 2011) | Commercial/operational experience in large-cap biotech |
| Bristol Myers Squibb | Various positions of increasing responsibility | Part of 1986–2015 career span | Foundational pharma experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| PTC Therapeutics (Nasdaq) | Director | Since Dec 2018 (current) | Public biopharma directorship |
| Albireo Pharma (Nasdaq) | Director | Jun 2018 – Mar 2023 | Acquired by Ipsen (Mar 2023) |
| Orphazyme (Denmark) | Director | Mar 2021 – May 2022 | Public company board experience |
| Catalent (NYSE) | Director | Aug 2023 – Dec 2024 | Acquired by Novo Holdings (Dec 2024) |
| City of Hope Medical Center | Director | Since Feb 2024 (current) | Non-profit/academic medical center governance |
| California Life Sciences Association | Board member | Oct 2014 – Jan 2016 | Industry association board service |
Board Governance
- Independence: The board determined all directors other than the CEO (Dr. Struthers) are independent under Nasdaq rules; Okey is independent .
- Committee assignments:
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Member
- Global Therapeutics Strategy & Access Committee: Member
- Meeting cadence and attendance:
- Board: 4 meetings in 2024; each director attended at least 75% of board and committee meetings during their service .
- Compensation Committee: 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: 3 meetings in 2024 .
- Global Therapeutics Strategy & Access Committee: Established Sept 2024; met once in 2024 .
- Board leadership: Chair is Wendell Wierenga, Ph.D.; roles of Chair and CEO are separated for independent oversight .
Fixed Compensation
Program structure (effective June 7, 2024):
- Annual non-employee director cash retainer: $41,000 .
- Additional annual retainers:
- Board Chair: $30,000 .
- Committee Chairs: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; R&D $15,000 .
- Committee Members (non-chairs): Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; R&D $7,500 .
2024 actual cash paid to Ms. Okey:
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 60,125 |
Performance Compensation
Annual equity awards for non-employee directors (program terms):
- Annual option grant value: $350,000; annual RSU grant value: $150,000 .
- Vesting: options and RSUs vest on the earlier of the first anniversary of grant or the next annual meeting, subject to continuous service .
- Initial board appointment grants (for new directors): options $525,000; RSUs $225,000 vest in three equal annual installments over 3 years .
2024 actual equity awards to Ms. Okey:
| Year | Stock Awards (RSUs) ($) | Option Awards ($) | Total Equity ($) |
|---|---|---|---|
| 2024 | 152,014 | 341,750 | 493,764 |
Performance metrics tied to director compensation:
| Item | Disclosure |
|---|---|
| Performance-based criteria for director equity | None disclosed; director equity is time-based vesting (no performance metrics) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no current or past executive officer of CRNX served on another entity’s board or compensation committee with reciprocal ties to CRNX’s board/comp committee .
Expertise & Qualifications
- Rare diseases commercial leadership across North America; GM and BU head roles at Genzyme .
- Broad biopharma experience spanning Bristol Myers Squibb, Genentech, and Genzyme (Sanofi) .
- Public company board governance across multiple biopharma issuers (PTC Therapeutics; prior Albireo, Orphazyme, Catalent) and healthcare non-profit (City of Hope) .
- Education: B.S. Zoology (Ohio State); M.S. Immunology & Medical Microbiology (Wright State) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Stephanie S. Okey, M.S. | 97,800 | <1% | 9,400 common shares ; 88,400 options exercisable within 60 days of 4/14/2025 |
Director equity outstanding at 12/31/2024:
| Instrument | Quantity |
|---|---|
| RSUs outstanding | 3,400 |
| Options outstanding | 85,000 |
Alignment policies:
- Prohibition on pledging/hedging: Officers and directors are prohibited from pledging CRNX stock as collateral and from hedging transactions (e.g., zero-cost collars, forward sales, puts/calls) .
- Stock ownership guidelines (adopted Feb 20, 2025): Non-employee directors must hold 3x annual cash retainer; retain at least 50% of net shares until compliant; 5-year compliance window . Annual cash retainer is $41,000 . Compliance status for individual directors is not disclosed.
Governance Assessment
- Board effectiveness and independence: Okey is independent and chairs the Compensation Committee, signaling robust oversight of pay practices. The board separates Chair and CEO roles and met regularly in 2024 with Okey’s committees active (Comp: 4x; Nominating: 3x; Global Therapeutics: 1x), and all directors met at least the 75% attendance threshold .
- Pay governance signals: Compensation Committee engaged independent consultants (Aon, then Pearl Meyer) with no conflicts; adopted stock ownership guidelines for directors and a clawback policy consistent with SEC/Nasdaq rules; capped executive annual incentive payouts beginning 2025—collectively supportive of investor alignment and risk control .
- Director pay mix and alignment: Okey’s 2024 compensation was equity-heavy (RSUs $152k; options $342k vs cash $60k), which aligns director interests with shareholder value while maintaining retainer/committee cash for service; equity grants are time-based rather than performance-based for directors .
- Conflicts and related-party exposure: No related-party transactions involving Okey disclosed in the proxy’s related-party section; Section 16 compliance indicated timely filings for directors/officers, with one late Form 3 attributed to the Chief Commercial Officer—not involving Okey .
- Shareholder sentiment: 2024 Say-on-Pay received approximately 97.3% support, reflecting broad investor approval of CRNX’s compensation practices overseen by the Compensation Committee chaired by Okey .
- Watch items: Multi-board service (current PTC Therapeutics and City of Hope; several prior boards) underscores broad governance experience but also time-commitment considerations; CRNX reported each director met attendance thresholds in 2024, mitigating near-term engagement risk .
Fixed Compensation
| Component | Amount / Policy |
|---|---|
| Annual cash retainer (non-employee directors) | $41,000 |
| Compensation Committee Chair fee | $15,000 |
| Nominating & Corporate Governance Committee member fee | $5,000 |
| 2024 cash paid to Okey (total fees) | $60,125 |
Performance Compensation
| Component | Grant Value | Vesting |
|---|---|---|
| Annual option grant (non-employee directors) | $350,000 (program value); Okey 2024: $341,750 | Vests by first anniversary or next annual meeting, subject to service |
| Annual RSU grant (non-employee directors) | $150,000 (program value); Okey 2024: $152,014 | Vests by first anniversary or next annual meeting, subject to service |
Performance metrics for director compensation: None disclosed; director equity vesting is time-based (no performance metrics) .
Other Directorships & Interlocks
| Company / Organization | Role | Interlocks / Notes |
|---|---|---|
| PTC Therapeutics | Director | No CRNX compensation committee interlocks disclosed |
| City of Hope Medical Center | Director | Non-profit; governance experience |
| Albireo Pharma | Former Director | Acquired by Ipsen (Mar 2023) |
| Orphazyme | Former Director | Prior public company board |
| Catalent | Former Director | Acquired by Novo Holdings (Dec 2024) |
| California Life Sciences Association | Former Board Member | Industry association |
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 97,800 (<1% of outstanding) |
| Direct common shares | 9,400 |
| Options exercisable (within 60 days of 4/14/2025) | 88,400 |
| RSUs outstanding (12/31/2024) | 3,400 |
| Options outstanding (12/31/2024) | 85,000 |
| Hedging/pledging policy | Prohibited for officers/directors |
| Ownership guidelines | Non-employee directors: 3x annual cash retainer; 5 years to comply; retain ≥50% net shares until requirement met |
| Annual cash retainer (reference for guideline) | $41,000 |
Governance Assessment
- Okey’s independent oversight as Compensation Committee Chair, adoption of ownership guidelines, and use of independent consultants support board effectiveness and investor alignment .
- Robust control environment (clawback policy; hedging/pledging prohibitions) and strong say‑on‑pay outcome enhance confidence in compensation governance .
- No disclosed related-party transactions or interlocks involving Okey; 2024 attendance thresholds met, mitigating engagement concerns amid multi-board service .
- Equity-heavy director pay aligns with long-term shareholder interests, though the absence of performance-vesting for directors places emphasis on service-based alignment rather than explicit performance metrics .