Scott Morrison
Corvus PharmaceuticalsAbout Scott W. Morrison
Scott W. Morrison (age 67) has served as an independent director of Corvus Pharmaceuticals since 2015 and is the Audit Committee Chair and a member of the Compensation Committee; he is designated an audit committee financial expert by the Board . He was a Partner at Ernst & Young LLP (1996–2015), serving as U.S. Life Sciences Leader (2002–2015), holds a B.S. in Business Administration from UC Berkeley, and is a certified public accountant (inactive) . The Board has determined he is independent under Nasdaq rules, and independent directors meet in executive session regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; U.S. Life Sciences Leader | 1996–2015; Life Sciences Leader 2002–2015 | Led U.S. life sciences practice; deep accounting/industry experience |
| Life Sciences Foundation (non-profit) | Director | Not disclosed | Governance role; life sciences ecosystem engagement |
| Bay Area Biosciences Association (501(c)(3)) | Director | Not disclosed | Industry organization leadership |
| Biotechnology Innovation Organization – Emerging Companies Section | Board roles | Not disclosed | Trade group governance |
External Roles
| Company | Role | Tenure Start | Committees/Impact |
|---|---|---|---|
| Tarsus Pharmaceuticals, Inc. | Director | Oct 2022 | Not disclosed |
| IDEAYA Biosciences, Inc. | Director | Jul 2018 | Not disclosed |
| Zai Lab, Inc. | Director | Oct 2021 | Not disclosed |
| Vera Therapeutics, Inc. | Director | Apr 2020 | Not disclosed |
Board Governance
- Independence: Board determined all directors other than CEO Dr. Miller are independent; Morrison is independent .
- Leadership: CEO is Board Chair; independent directors hold executive sessions .
- Committees and roles:
- Audit Committee: Chair; designated audit committee financial expert; committee independence affirmed .
- Compensation Committee: Member; committee independence affirmed .
- Nominating & Corporate Governance Committee: Not a member .
- Attendance: Board met 6 times in FY2024; Audit 4; Compensation 1; Nominating 1; each director attended at least 75% of Board and committee meetings .
| Committee | Role | Meetings in FY2024 |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 1 |
| Nominating & Corporate Governance | Not a member | 1 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $35,000 | Director Compensation Program |
| Audit Committee Chair Fee | $20,000 | Chair fee per program ; Morrison is Chair |
| Compensation Committee Member Fee | $6,000 | Member fee per program ; Morrison is member |
| Total Cash Fees (Reported) | $61,000 | Matches director compensation table |
- Program terms (meeting fees not used; cash paid quarterly): $35k director retainer; $20k audit chair; $6k compensation member . No additional meeting fees disclosed .
Performance Compensation
| Equity Award Detail | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| Annual Director Option Grant | Jun 13, 2024 | 15,000 | $25,271 | Vests in full on earlier of Jun 12, 2025 or next annual meeting; continued service required | Not disclosed | Not disclosed |
| Outstanding Director Options (as of 12/31/2024) | — | 210,000 | — | Mix of prior grants outstanding | — | — |
| Options Exercisable within 60 days (as of 3/31/2025) | — | 195,000 | — | Exercisable within 60 days | — | — |
- Change-in-control: All director equity awards vest in full immediately prior to a change in control .
- Performance metrics: None disclosed for director equity awards; vesting is time-based per program .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Tarsus Pharmaceuticals, Inc. | Biotech | None disclosed with CRVS |
| IDEAYA Biosciences, Inc. | Biopharma | None disclosed with CRVS |
| Zai Lab, Inc. | Biotech | None disclosed with CRVS |
| Vera Therapeutics, Inc. | Biopharma | None disclosed with CRVS |
- Related-party transactions: 2023–2025 proxy disclosures list certain transactions involving OrbiMed and management, but none involving Scott W. Morrison .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive tenure at Ernst & Young leading the U.S. life sciences practice .
- Industry experience: Board roles across multiple biopharma companies; governance roles in industry organizations .
- Credentials: B.S. Business Administration (UC Berkeley); CPA (inactive) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned | 0 | No direct common stock listed |
| Options exercisable within 60 days (as of 3/31/2025) | 195,000 | Beneficially owned via exercisable options |
| Options outstanding (12/31/2024) | 210,000 | Outstanding options count |
| Total beneficial ownership (SEC definition) | 195,000 | <1% of shares outstanding (denoted by *) |
| Shares pledged as collateral | None disclosed; company policy prohibits pledging by directors/officers | |
| Hedging/derivatives | Prohibited by policy |
Governance Assessment
- Strengths:
- Independent director with deep audit and life sciences expertise; designated audit committee financial expert and serves as Audit Chair .
- Active across compensation governance; committee independence affirmed .
- Attendance met ≥75% threshold; Board and committees had defined cadence (Board 6, Audit 4) supporting oversight .
- No related-party transactions disclosed involving Morrison; independence reaffirmed .
- Considerations:
- Holds four other public-company directorships (Tarsus, IDEAYA, Zai Lab, Vera); time commitments should be monitored relative to Audit Chair workload at CRVS .
- Ownership alignment is primarily via options; no direct common stock reported and <1% beneficial ownership, which may signal limited “skin in the game” compared with larger holders .
- Policies supporting investor alignment:
- Prohibition on hedging and pledging; adoption of Nasdaq Rule 10D-1 clawback policy .
- Director equity fully accelerates upon change-in-control, standard for board alignment but can be scrutinized for windfall potential .