Weston Nichols
About Weston Nichols
Weston Nichols, Ph.D. (age 40) has served as an independent director of Crinetics Pharmaceuticals since February 2018; he is a Class II director with a current term running to the 2026 annual meeting. He is Managing Partner and founder of Lynx1 Capital, a biotech-focused investment fund (founded March 2020). He previously held investment and equity research roles at Perceptive Advisors (2016–2020), Balyasny Asset Management (2015–2016), and SunTrust Robinson Humphrey (2014). He holds a B.S. in Biological Engineering from Cornell University and a Ph.D. in Neuroscience from Caltech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perceptive Advisors | Analyst (life sciences) | Apr 2016 – Mar 2020 | Institutional healthcare investing experience |
| Balyasny Asset Management | Analyst | Jan 2015 – Apr 2016 | Multi-manager fundamental research |
| SunTrust Robinson Humphrey | Biotechnology Equity Research Associate | May 2014 – Dec 2014 | Sell-side biotech coverage support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lynx1 Capital | Founder & Managing Partner | Mar 2020 – Present | Biotechnology-focused investment fund |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Identified as independent under SEC and Nasdaq rules; serves on Audit Committee as an independent member . |
| Board tenure/class | Director since Feb 2018; Class II (term to 2026 annual meeting) . |
| Board/committee attendance | Board met 4x in FY2024; each director attended at least 75% of board and committee meetings during their service period . |
| Committees (2024) | Audit Committee (member; chair: Matthew K. Fust; met 4x) . Research & Development Committee (member; chair: Camille L. Bedrosian, M.D.; met 4x) . |
| Committee mandates | Audit: oversees financial reporting, auditor independence, related-party reviews, cybersecurity risk oversight . R&D: advises on R&D strategy/goals/resources and scientific matters on drug candidates . |
| Board leadership | Independent Chair: Wendell Wierenga, Ph.D.; CEO and Chair roles separated . |
| Related-party oversight | Formal related-person transaction policy; Audit Committee reviews/approves transactions >$120k involving related persons . |
| Insider trading/pledging | Insider Trading Policy prohibits pledging, hedging, margin purchases, short sales, and derivatives in company stock . |
| Ownership guidelines | Effective Feb 20, 2025: Non-employee directors required to hold 3x annual cash retainer within 5 years; retain 50% of net shares for one year after vesting until compliant . |
Fixed Compensation
| Program Element | 2023 Program (effective Apr 24, 2023) | 2024 Updates (effective Mar 29/Jun 7, 2024) |
|---|---|---|
| Annual retainer (director) | $40,000 | $41,000 (director); +$30,000 for Board Chair . |
| Committee chair retainers | Audit $20,000; Comp $12,500; N&CG $10,000; R&D $13,000 | Audit $20,000; Comp $15,000; N&CG $10,000; R&D $15,000 . |
| Committee member retainers (non-chair) | Audit $9,000; Comp $6,000; N&CG $5,000; R&D $7,500 | Audit $10,000; Comp $7,500; N&CG $5,000; R&D $7,500 . |
| Initial equity for new directors | 35,000 options + 12,000 RSUs; 3-year equal annual vesting | Value-based: $525,000 options + $225,000 RSUs; 3-year equal annual vesting . |
| Annual equity for continuing directors | 17,500 options + 6,000 RSUs; vest at next annual meeting or 1-year anniversary | Value-based: $350,000 options + $150,000 RSUs; vest at next annual meeting or 1-year anniversary . |
| Annual cap (per 2018 Plan) | $750,000 (or $1,000,000 in first-year service) | Same limits reaffirmed . |
Performance Compensation
Directors receive time-based options and RSUs; no performance metrics (e.g., TSR, revenue) are used for non-employee director equity awards. Initial grants vest in three equal annual tranches; annual grants vest by the next annual meeting or on the first anniversary (whichever comes first), subject to continued service .
| Metric | 2023 | 2024 |
|---|---|---|
| RSU grant-date fair value ($) – Nichols | $72,780 | $152,014 |
| Option grant-date fair value ($) – Nichols | $212,275 | $341,750 |
| Vesting structure | 3-year for initial grants; 1-year for annual grants | Same; value-based sizing |
No performance-vesting provisions disclosed for non-employee directors; equity vests based on continued service .
Director Compensation (Actual – Nichols)
| Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 53,500 | 72,780 | 212,275 | 338,555 |
| 2024 | 58,000 | 152,014 | 341,750 | 551,764 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards (Nichols) | None disclosed in CRNX 2025 proxy biography . |
| Compensation Committee interlocks | Comp Committee members were Okey (Chair), Fust, Wierenga; none were company officers, and no executive served on boards with reciprocal interlocks . |
Expertise & Qualifications
- Investment and life sciences capital markets expertise from Perceptive Advisors, Balyasny, and sell-side research; founder/operator of a biotech-focused fund (Lynx1) .
- Advanced scientific training (Ph.D. Neuroscience, Caltech) suitable for R&D Committee service; finance literacy affirmed for Audit Committee membership (board determined all Audit members meet SEC/Nasdaq financial literacy; Nichols independent) .
Equity Ownership
| Ownership Snapshot | As of Dec 31, 2024 | As of Apr 14, 2025 |
|---|---|---|
| RSUs outstanding (units) | 3,400 | — |
| Options outstanding (total options) | 90,000 | — |
| Beneficial ownership (total shares deemed owned) | — | 102,800 (includes 9,400 common + 93,400 options exercisable within 60 days) |
| Percent of SO | — | <1% |
| Pledged shares | Prohibited by policy; no pledging disclosed . | Prohibited by policy; no pledging disclosed . |
| Ownership guidelines | 3x annual cash retainer within 5 years; retain 50% of net shares for 1 year after vesting until compliant . | 3x annual cash retainer within 5 years; retain 50% of net shares for 1 year after vesting until compliant . |
Governance Assessment
- Board effectiveness and independence: Nichols is an independent director serving on Audit and R&D; board separates Chair and CEO roles; Audit Committee meets privately with auditors and oversees cybersecurity risk—supportive of robust oversight .
- Attendance/engagement: Board met 4x; all directors met ≥75% attendance thresholds; Nichols participated in committees that each met 4x in 2024—adequate engagement signal for investors .
- Alignment and skin-in-the-game: Beneficial ownership of 102,800 (mostly vested options); new stock ownership guidelines (3x retainer within 5 years) and anti-hedging/pledging policy strengthen alignment and reduce risk .
- Compensation structure: Director pay tilted toward equity (options+RSUs) with time-based vesting; 2024 update increased value-based annual grants—standard for growth biotech; within plan caps ($750k, or $1M initial year) .
- Conflicts/related-party: Nichols’ role as an investment fund manager could create perceived conflicts in general, but CRNX has a formal related-person transaction policy overseen by the Audit Committee; no specific related-party transactions involving Nichols are disclosed in the 2025 proxy .
- Shareholder sentiment: Say-on-pay approval in 2024 was ~97.3%, indicating strong investor support for compensation practices (while focused on executives, it is a positive governance signal) .
RED FLAGS: None evident in proxy disclosures—no pledging, no disclosed related-party transactions involving Nichols, independence affirmed, and attendance thresholds met .
Notes on Committee Composition and Roles
- Audit (member): Oversees financial reporting, internal controls, auditor independence; reviews/approves related-party transactions; cybersecurity oversight via regular updates to Audit Committee .
- R&D (member): Advises on R&D strategy, resource allocation, and scientific matters regarding drug candidates .
- Not on Compensation or Nominating/Corporate Governance committees (mitigates interlock/conflict risks) .
Director Compensation Mechanics (Vesting/Structure)
- Initial director equity: $525,000 in options + $225,000 in RSUs, vests in 3 equal annual installments over 3 years .
- Annual director equity: $350,000 in options + $150,000 in RSUs, vests on earlier of next annual meeting or 1-year anniversary .
- Cash retainers: Base $41,000; committee member fees (e.g., Audit $10,000; R&D $7,500) and chair fees per updated schedule .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay 2024 approval: Approximately 97.3% votes cast in favor; committee notes ongoing consideration of investor feedback in program design .
Indemnification & D&O Protection
- Directors are indemnified to the fullest extent permitted by Delaware law; company maintains D&O insurance (context from prior proxy) .
Overall, Nichols brings complementary capital markets and scientific expertise to the Audit and R&D committees, with standard small/mid-cap biotech director pay and strong governance guardrails (independence, anti-pledging, stock ownership guidelines). No disclosed conflicts or attendance concerns in 2024 .