John Greene
About John T. Greene
Independent director; age 59; on CRISPR Therapeutics’ board since June 2019. Executive Vice President and CFO of Discover Financial Services since September 2019, with prior senior finance roles at Bioverativ, Willis Group, HSBC, and GE; B.S. (SUNY) and MBA (Northwestern Kellogg). Board determined he is independent under Nasdaq rules; designated an Audit Committee financial expert. Attendance met at least the 75% threshold across board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bioverativ, Inc. | EVP, CFO & Treasurer | Nov 2016 – Apr 2018 | Biopharma finance leadership |
| Willis Group Holdings | CFO | Jun 2014 – Jan 2016 | Risk advisory/insurance brokerage |
| HSBC | Senior executive roles; CFO for Retail Banking & Wealth Management | ~8 years (prior to 2014) | Global financial services |
| General Electric | Various finance roles | ~12 years (prior to HSBC) | Diversified industrial finance experience |
External Roles
| Organization | Role | Tenure | Public Board Service |
|---|---|---|---|
| Discover Financial Services (NYSE: DFS) | EVP & CFO | Sep 2019 – present | None disclosed beyond CRSP |
Board Governance
- Committees and roles:
- Audit Committee chair; independent and “Audit Committee financial expert” designation
- Compensation Committee member (slated to continue post-AGM)
- Independence: Board determined Greene is independent under SEC/Nasdaq standards
- Attendance and engagement (2024):
- Board met 5 times; each director attended at least 75% of aggregate board and committee meetings
- Audit Committee met 4 times; Compensation Committee met 5 times
- Board leadership: Combined Chair/CEO structure with Lead Independent Director (Douglas Treco) presiding over executive sessions and shareholder engagement as appropriate
Fixed Compensation (Director)
Policy and 2024 actuals indicate a cash retainer plus committee fees; no meeting fees.
| Component | Policy Amount | Greene 2024 Cash |
|---|---|---|
| Board annual cash fee | $50,000 | |
| Audit Committee chair fee | $20,000 | |
| Compensation Committee member fee | $7,500 | |
| Lead Independent Director fee | $15,000 (not applicable) | |
| Total cash received (2024) | — | $75,426 |
Notes:
- Policy amounts per non-employee director compensation policy; Greene’s 2024 cash total reflects role-based fees and proration as applicable.
Performance Compensation (Director equity)
Directors receive time-based stock options (no disclosed performance metrics).
| Equity Element | Grant Type | Greene 2024 Value | Vesting Terms |
|---|---|---|---|
| Annual director option grant | Options | $409,680 | Annual options vest in 12 equal monthly installments; initial new director grants (26,000 options) vest over 3 years |
| Outstanding options at 12/31/2024 | Options (exercisable/unexercisable aggregate) | 98,667 options | As granted under plan terms |
No director performance metrics (e.g., TSR/EBITDA goals) are disclosed for director pay; equity is time-based.
Other Directorships & Interlocks
- No other public company directorships disclosed for Greene in the past five years; current external role as CFO of Discover Financial Services.
- Related-party transactions disclosed for 2024 did not involve Greene (transactions involved SR One-affiliated entities and other >5% holders).
Expertise & Qualifications
- Deep finance and risk oversight experience as a public company CFO; extensive prior roles across financial services and biopharma.
- Audit Committee financial expert designation.
- Education: SUNY undergraduate; Northwestern Kellogg MBA.
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares owned directly | 7,000 common shares |
| Options/Rsus exercisable/vesting within 60 days (as of 3/15/2025) | 103,000 |
| Total beneficial ownership | 110,000; less than 1% of outstanding (*) |
| Anti-hedging/pledging policy | Directors prohibited from hedging or pledging company securities |
(*) The company’s beneficial ownership table denotes “less than 1%” for Greene.
Fixed vs Equity Mix (2024 Director Pay)
| Category | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Greene | 75,426 | 409,680 | 485,106 |
Governance Assessment
- Strengths:
- Independent director; Audit Chair with “financial expert” designation—supports robust financial reporting and risk oversight.
- Attendance met ≥75% threshold; active committee service (Audit chair; Compensation member).
- Ownership alignment through options; company policy prohibits hedging/pledging (alignment safeguard).
- Watch items:
- Significant external executive role (CFO of DFS) implies time demands; mitigated by meeting-attendance compliance and ongoing committee leadership.
- Broader governance climate: 2024 U.S. say‑on‑pay support at ~75% for NEOs—moderate, not overwhelming, indicating room for continued investor engagement on compensation.
Related-Party Transactions and Conflicts
- Company’s related person transaction policy requires Audit Committee approval; 2024 transactions involved SR One-affiliated purchases in a registered direct offering; no transactions disclosed involving Greene.
- Voting restrictions/controls (Swiss AoA) limit concentration and proxy dynamics; not specific to Greene but relevant to governance context.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 U.S. say‑on‑pay approval ~75% (advisory); company continues annual say‑on‑pay under U.S. rules and binding Swiss votes on compensation limits.
Committee Assignments
| Committee | Role | 2024 Activity |
|---|---|---|
| Audit | Chair; independent; financial expert | 4 formal meetings |
| Compensation | Member | 5 formal meetings |
Director Compensation Policy Summary
- Cash retainers and committee fees as listed; annual and initial option grants to directors; automatic full vesting upon death/disability or sale event; quarterly payment in arrears; expense reimbursement for board service.
No evidence of director meeting fees, perquisites, tax gross‑ups, or performance‑based director equity; hedging/pledging prohibited.
Notes on Independence, Attendance, and Engagement
- Board determined Greene independent under Nasdaq Rule 5605; audit/comp committee independence criteria satisfied.
- Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the 2024 AGM.
- Lead Independent Director (Treco) facilitates executive sessions and shareholder engagement.
RED FLAGS
- None disclosed specific to Greene: no related-party transactions, pledging/hedging, or attendance shortfalls mentioned.