Wendell Wierenga
About Wendell Wierenga
Independent director and Chair of the Board at Crinetics Pharmaceuticals (CRNX) since October 2015; age 77; Ph.D. in Chemistry (Stanford) and B.A. in Chemistry (Hope College). Brings over four decades of R&D and drug development leadership across clinical research, regulatory, manufacturing, safety, and medical affairs, with extensive public company executive and board experience . The board has affirmed his independence under Nasdaq and SEC rules; roles of Chair and CEO are separated for oversight balance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santarus, Inc. | EVP, Research & Development | Jun 2011–2014 | Led R&D until acquisition by Salix |
| Ambit Biosciences | EVP, Research & Development | 2007–2011 | R&D leadership |
| Neurocrine Biosciences | EVP, Research & Development | 2003–2006 | R&D leadership |
| Syrrx (now Takeda) | Chief Executive Officer | Not disclosed | Led company pre-acquisition |
| Parke-Davis/Warner-Lambert (now Pfizer) | SVP, Worldwide Pharmaceutical Sciences, Technologies & Development | Not disclosed | Global sciences leadership |
| Upjohn Pharmaceuticals | Research & Drug Discovery | 16 years | Discovery leader |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Dermata Therapeutics, Inc. | Director | Compensation Committee member |
| Cytokinetics Incorporated | Director | Compensation Committee member; Chair of Science & Technology Committee |
| Prior boards (selected) | Director | Onyx (Amgen), Anacor (Pfizer), XenoPort (Arbor), Ocera (Mallinckrodt), Apricus (Seelos), Patara (Respivant), Concert Pharma |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Wierenga is independent .
- Board leadership: Serves as Chair; roles of Chair and CEO are separated to ensure oversight .
- Committees:
- Compensation Committee member .
- Nominating & Corporate Governance Committee Chair .
- Research & Development Committee member .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of board and applicable committee meetings; six directors attended the 2024 annual meeting .
- Stock ownership guidelines: Adopted Feb 20, 2025; non-employee directors must hold 3x annual cash retainer within 5 years; retain 50% of net shares until compliant .
- Hedging/pledging: Company prohibits pledging, hedging, short sales, and derivatives in company stock .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Wierenga) |
|---|---|---|
| Annual director cash retainer | $41,000 | Part of “Fees Earned” |
| Board Chair retainer | +$30,000 | Part of “Fees Earned” |
| Committee chair fees | Nominating: +$10,000; Audit: +$20,000; Comp: +$15,000; R&D: +$15,000 (as applicable) | Nominating Chair: included |
| Committee member fees | Audit: +$10,000; Comp: +$7,500; Nominating: +$5,000; R&D: +$7,500 | Compensation & R&D member: included |
| 2024 cash fees (actual) | Fees earned or paid in cash | $95,375 |
Performance Compensation
| Component | Structure | 2024 Grant Values (Fair Value) | Vesting |
|---|---|---|---|
| Annual equity awards (directors) | Options valued at $350,000; RSUs valued at $150,000 if serving ≥6 months at annual meeting; initial awards: options $525,000 + RSUs $225,000 at appointment | Wierenga: RSUs $152,014; Options $341,750 (total equity grant fair value $493,764) | Annual RSUs vest by 1-year or next annual meeting; options vest per program; director initial awards vest in 3 equal annual tranches over 3 years |
| 2024 total director comp (Wierenga) | Cash + Equity | $589,139 (cash $95,375; RSUs $152,014; options $341,750) | As above |
No performance-based metrics (e.g., TSR/EBITDA targets) are disclosed for director compensation; director equity is time-vested .
Other Directorships & Interlocks
- Compensation Committee interlocks: None of CRNX Compensation Committee members (including Wierenga) served as CRNX officers; none of CRNX executives served on boards/comp committees of entities with executives serving on CRNX boards/comp committees during 2024 .
- External boards: Dermata and Cytokinetics (see table above). No related-party transactions disclosed related to Wierenga .
Expertise & Qualifications
- Deep R&D leadership and drug development experience; prior C‑suite roles (EVP R&D; CEO) and global development leadership across multiple biopharma companies .
- Academic credentials: Ph.D. (Stanford), B.A. (Hope College) .
- Committee expertise: Chairs Nominating & Corporate Governance; member of Compensation and R&D committees, reflecting governance and scientific oversight capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Wendell Wierenga, Ph.D. | 199,246 | <1% | Includes 109,246 common shares and 90,000 options exercisable within 60 days |
| RSUs outstanding (12/31/2024) | 3,400 | n/a | Director RSUs outstanding |
| Options outstanding (12/31/2024) | 90,000 | n/a | Director options outstanding |
- Insider trading controls: Preclearance, blackout periods; 10b5‑1 plan permitted; pledging/hedging prohibited .
- Ownership guidelines: Non-employee directors must hold 3x annual cash retainer within 5 years; 50% net shares retained until compliant .
Insider Trades
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jun 11, 2025 | Award/acquisition (grant) | 6,900 | $0.00 | |
| Jun 11, 2025 | Purchase (MarketWatch roster; details not itemized) | Not disclosed | Not disclosed | |
| Apr 28–29, 2020 | Option exercise → common stock | 25,329 | $0.73 |
Note: Public sources show grant/purchase activity around the 2025 annual meeting consistent with the director equity program; CRNX’s insider policy governs preclearance/blackouts and prohibits hedging/pledging .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $95,375 |
| Stock Awards ($) | $152,014 |
| Option Awards ($) | $341,750 |
| Total ($) | $589,139 |
| RSUs Outstanding (12/31/2024) | 3,400 |
| Options Outstanding (12/31/2024) | 90,000 |
Governance Assessment
- Board effectiveness: Independent Chair with separated CEO/Chair roles; active roles across Compensation, Nominating & Governance (chair), and R&D committees; board met 4 times in 2024, with ≥75% attendance per director—positive for oversight continuity .
- Alignment: Director equity awards are recurring and time‑vested; ownership guidelines (3x retainer) adopted in Feb 2025 with retention requirements; pledging/hedging prohibited—supports alignment, though no disclosed performance‑vesting for directors .
- Conflicts/related‑party: No related‑party transactions disclosed involving Wierenga; Compensation Committee reported no interlocks; external boards (Dermata, Cytokinetics) are biopharma but no CRNX‑disclosed transactions linked to these entities—low direct conflict exposure based on filings .
- Investor signals: 2024 say‑on‑pay approval at ~97.3% suggests broad investor support for compensation governance; continued risk oversight across audit and compensation committees noted .
Additional Context (Company-Level Governance)
- Compensation consultants: Aon (through July 2024) and Pearl Meyer (rest of 2024) advised on director and executive pay and peer group; annual compensation risk assessment performed; clawback policy adopted per SEC/Nasdaq .
- Director pay limits: Aggregate annual cash+equity cap $750k ($1.0m in initial year) under the 2018 Plan, with limited exception potential not decided by the recipient .
Overall: Wierenga’s long-tenured, independent Chair role with governance and scientific committee leadership, combined with attendance and alignment policies, supports investor confidence; filings disclose no Wierenga-specific related-party transactions or hedging/pledging. Equity grants are time-based without performance conditions; oversight quality is bolstered by strong say-on-pay support and clear committee structures .