Richard Miller
Corvus PharmaceuticalsAbout Richard A. Miller
Richard A. Miller, M.D., is President, Chief Executive Officer, and Chairman of the Board at Corvus Pharmaceuticals (CRVS). He is 74 years old and has served as Chairman since January 2014 and CEO since February 2014 after co-founding the company . Dr. Miller holds a B.A. in Chemistry from Franklin & Marshall College and an M.D. summa cum laude from SUNY Medical School; he is board certified in both Internal Medicine and Medical Oncology . His prior leadership includes serving as CEO of Pharmacyclics (led discovery and development of ibrutinib) and co-founding IDEC Pharmaceuticals (led lymphoma research leading to rituximab), underscoring deep oncology drug development credentials . Under his tenure, CRVS’s total shareholder return (TSR) measured in the pay-versus-performance table increased to 221.99 in 2024 from 73.03 in 2023 and 35.27 in 2022, while net losses were $62.3 million in 2024, $27.0 million in 2023, and $41.3 million in 2022 .
Board Service, Committee Roles, Dual-Role Implications
- Dr. Miller serves as Board Chair and CEO; the Board determined the current leadership structure is appropriate and independent directors meet in executive sessions as required by Nasdaq rules .
- He is the only non-independent director; all other directors are independent per Nasdaq listing standards .
- Committee assignments: Dr. Miller does not serve on Audit, Compensation, or Nominating & Corporate Governance committees .
- Board and committee activity: Board met six times in 2024; each director attended at least 75% of meetings of the Board and their committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pharmacyclics, Inc. | President, CEO & Director | 1991–2008 | Led initial discovery and development of ibrutinib . |
| IDEC Pharmaceuticals Corporation | Co-founder, VP & Director | Not disclosed | Led lymphoma research leading to development of rituximab; IDEC merged with Biogen in June 2003 . |
| Principia Biopharma Inc. | President, CEO & Director | Jan 2009–Feb 2011 | Founded Principia; led early-stage biopharma build . |
| The University of Texas at Austin | Chief Commercialization Officer, Associate Dean & Research Professor (Chemistry) | Sep 2010–Dec 2011 | Academic commercialization leadership . |
| Graphea, Inc. | Chairman & CEO | Apr 2012–Oct 2014 | Founded and led privately held chemical company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University Medical Center | Adjunct Clinical Professor of Medicine (Oncology) | 1991–2023 | Long-tenured oncology clinical academic role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 110,309 | 32,675 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | — | — |
| Option Awards – Grant Date Fair Value ($) | 1,205,042 | 3,034,495 |
| All Other Compensation ($) | 6,000 | 6,000 |
- Note: Dr. Miller’s annual base salary rate was increased to $35,422 for 2024 despite low cash paid, reflecting cash conservation .
- Annual bonuses: The Compensation Committee did not award annual performance-based bonuses to NEOs for 2024 .
Performance Compensation
Incentive Design and Metrics
- Annual cash bonuses are discretionary; no specific performance metrics (e.g., revenue, EBITDA, TSR targets) are disclosed for 2024, and no bonuses were paid .
- Equity compensation is primarily stock options; CRVS discloses pay-versus-performance (TSR and net loss) but does not link specific payout formulas to these metrics .
Key 2024 Grant
| Grant Date | Instrument | Shares | Exercise Price ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Dec 20, 2024 | Stock Options | 750,000 | 4.99 | 1/36 monthly from 12/20/2024, subject to continued service | Post-2022 grants vest over 36 months; earlier grants generally vest over 48 months . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| Mar 22, 2016 | 500,000 | — | 15.00 | Mar 21, 2026 |
| Dec 7, 2016 | 160,000 | — | 16.37 | Dec 6, 2026 |
| Dec 13, 2017 | 125,000 | — | 10.60 | Dec 12, 2027 |
| Dec 12, 2018 | 250,000 | — | 5.94 | Dec 11, 2028 |
| Dec 12, 2019 | 320,000 | — | 3.54 | Dec 11, 2029 |
| Dec 16, 2020 | 320,000 | — | 4.01 | Dec 15, 2030 |
| Sep 9, 2021 | 260,000 | 60,000 | 2.60 | Sep 8, 2031 |
| Aug 11, 2022 | 186,667 | 133,333 | 0.965 | Aug 10, 2032 |
| Mar 31, 2023 | 466,667 | 333,333 | 0.91 | Mar 30, 2033 |
| Dec 6, 2023 | 166,667 | 333,333 | 1.64 | Dec 5, 2033 |
| Dec 20, 2024 | — | 750,000 | 4.99 | Dec 19, 2034 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Direct/Common Shares | 1,765,737 (held with Miller Horning Family Trust) |
| Warrants Exercisable within 60 Days | 559,073 |
| Stock Options Exercisable within 60 Days | 3,084,169 |
| Total Beneficial Ownership | 5,408,979 |
| Ownership as % of Shares Outstanding | 7.5% of 68,135,796 shares outstanding |
- Hedging and pledging are prohibited under CRVS’s Insider Trading Compliance Policy, and executives are barred from margin purchases or pledging Company stock .
- Clawback policy adopted per Rule 10D-1 and Nasdaq listing standards for recovery of erroneously awarded incentive compensation over the prior three fiscal years .
- Director compensation is not paid to Dr. Miller for board service; his compensation is reported solely under Executive Compensation .
2024 Registered Direct Offering Participation
- On May 6, 2024, Dr. Miller purchased 577,634 common shares and 559,073 common warrants in CRVS’s registered direct offering; warrants are exercisable anytime, subject to ownership limits, at $3.50 per share and expire June 30, 2025 .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Healthcare Continuation | Equity Vesting |
|---|---|---|---|---|
| Termination without Cause / for Good Reason (outside CIC window) | 12 months of then-existing base salary (Miller) | Not specified (no bonus payable by formula) | 12 months or until eligible under another plan | For Dr. Miller: 100% of the shares that would have vested following termination; for others, 9 months’ worth of vesting |
| Termination without Cause / for Good Reason (within 3 months before or 12 months after CIC) | 18 months of base salary (specified at $300,000) | 150% of target bonus opportunity (lump sum) | 18 months or until eligible under another plan | 100% vesting acceleration of all outstanding equity awards |
| Change in Control (no termination) | N/A | N/A | N/A | For Dr. Miller: 100% vesting acceleration of all unvested equity upon change in control (single trigger) |
- Agreements include confidentiality, IP assignment, non-solicitation (during employment and for a period thereafter), non-disparagement, and business diversion restrictions; non-compete terms are not disclosed .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (TSR) – Value of $100 Investment ($) | 35.27 | 73.03 | 221.99 |
| Net Loss ($ millions) | (41.3) | (27.0) | (62.3) |
- Pay-versus-performance disclosures indicate significant TSR appreciation through FY 2024 alongside continued operating losses; CRVS notes these are not directly tied to compensation payout mechanics .
Investment Implications
- Alignment and skin-in-the-game: Dr. Miller beneficially owns ~7.5% of shares with substantial vested options and near-term warrants expiring June 30, 2025, signaling material exposure to equity outcomes; hedging/pledging prohibitions reinforce alignment .
- Incentives and change-of-control economics: Predominantly option-based compensation and a single-trigger full acceleration upon change in control could incentivize strategic alternatives; double-trigger severance of 18 months salary plus 150% of target bonus heightens retention through a transaction .
- Cash discipline and governance: Minimal cash salary and no 2024 cash bonus reflect cash conservation; dual role as CEO and Chair without committee membership raises independence optics mitigated by independent director executive sessions .
- Performance context: Strong TSR in 2024 contrasts with negative net income, emphasizing execution risk typical of clinical-stage biopharma; equity-heavy pay places value realization on pipeline progress rather than short-term earnings .
Overall: Ownership magnitude and prohibitions on hedging/pledging are positive for alignment; however, single-trigger equity acceleration on change in control and the CEO-Chair dual role warrant governance monitoring. Near-term warrant expiry may influence personal trading decisions, though exercises are subject to ownership limits and insider trading windows .