Steve Krognes
Denali TherapeuticsAbout Steve E. Krognes
Steve E. Krognes, age 56, has served on Denali Therapeutics’ board since May 1, 2022 following his tenure as Denali’s CFO (Oct 2015–Apr 30, 2022). He previously served as CFO and Executive Committee member at Genentech (2009–2015), led M&A at Roche (2004–2009) and Danske Bank (2002–2003), and holds an MBA from Harvard Business School and a BS in Economics from Wharton. He is nominated as a Class II director for a new term ending at the 2028 annual meeting if elected. The board determined he becomes independent on May 1, 2025 (three years post-cessation as CFO), at which point he will join the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics | Chief Financial Officer & Treasurer | Oct 2015 – Apr 30, 2022 | Built finance function through scaling; transitioned to board May 1, 2022 |
| Genentech | Chief Financial Officer; Exec Committee | Apr 2009 – Sep 2015 | Oversaw IT (2009–2011) and Site Services (2011–2015); chaired Access to Care Foundation |
| Roche | Head of M&A; Finance Exec Committee | Jan 2004 – Apr 2009 | Led global M&A; finance strategy |
| Danske Bank (Norway) | Director of M&A | Jul 2002 – Dec 2003 | Transaction leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pliant Therapeutics (public) | Director | Current | Board service |
| Guardant Health (public) | Director | Current | Board service |
| argenx SE (public) | Director | Current | Board service |
| ClavystBio (private) | Director | Current | Board service |
| Corvus Pharmaceuticals (public) | Director | Prior | Former board member |
| Gritstone bio (public) | Director | Prior | Former board member |
| RLS Global AB (public) | Director | Prior | Former board member |
| California Life Sciences Association | Director | 2010–2015 | Industry association governance |
| California Academy of Sciences | Director | 2014–2018 | Non-profit governance |
Board Governance
- Class II director nominee; if elected, term runs to the 2028 annual meeting. Director since 2022; age 56.
- Independence: Not independent until May 1, 2025; becomes independent at three-year mark post-CFO.
- Committee assignments: Will join the Audit Committee effective as of the 2025 Annual Meeting; meets audit independence requirements on May 1, 2025; audit financial literacy confirmed.
- Attendance: 100% board/committee attendance in 2024; board held 5 meetings.
- Board leadership: Chair to transition to Julian C. Baker after the Annual Meeting; regular independent director sessions occur.
Fixed Compensation
| Component | 2024 Amount | 2025 Policy | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | $50,000 | Paid quarterly, prorated |
| Committee cash retainers (if applicable) | N/A in 2024 (no committee service) | Audit member: +$10,000; Chair +$20,000 | Compensation member +$7,500; Chair +$15,000; CG&N member +$5,000; Chair +$10,000 |
| Director equity policy (annual) | RSUs + Options; aggregate ≈ $400,000 (60% options / 40% RSUs) | Same policy | Annual grant vests fully by 1 year or prior to next annual meeting |
| Initial director equity (if newly appointed) | Aggregate ≈ $700,000 (60% options / 40% RSUs) | — | Standard vesting: options monthly after year 1; RSUs 4 annual tranches |
2024 compensation earned:
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $45,000 |
| Stock Awards (RSUs) | $110,748 |
| Option Awards | $203,717 |
| Total | $359,465 |
Performance Compensation
| Instrument | 2024 Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs | $110,748 | Annual grants vest 100% within one year (or before next annual meeting) | None disclosed for directors; awards are time-based per policy |
| Stock Options | $203,717 | Annual options vest 100% within one year (or before next annual meeting) | None disclosed for directors; awards are time-based per policy |
- Change-in-control treatment: If non-employee director awards are assumed, and director is terminated other than voluntary resignation, director awards fully vest and performance goals (if any) deemed achieved at 100% of target.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Pliant Therapeutics | Biotech (fibrosis) | Director | No related-party transactions with Denali disclosed involving Krognes. |
| Guardant Health | Diagnostics | Director | No related-party transactions with Denali disclosed involving Krognes. |
| argenx SE | Biotech (immunology) | Director | No related-party transactions with Denali disclosed involving Krognes. |
| ClavystBio | Private biotech | Director | No related-party transactions with Denali disclosed involving Krognes. |
Expertise & Qualifications
- Senior finance leadership as CFO of Genentech and Denali; M&A leadership at Roche and Danske Bank; audit literacy suitable for Audit Committee service post-independence.
- Education: MBA (Harvard Business School); BS in Economics (Wharton).
- Industry familiarity: Extensive large-cap biotech/pharma finance and operations; foundation chair experience.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 820,203 shares; <1% of outstanding | |
| Direct/Trust holdings | 781,797 (Steve Edward Krognes Revocable Trust) + 25,757 (direct) | |
| Options/RSUs within 60 days | 12,649 (options exercisable and RSUs lapsing) | |
| Director outstanding awards (12/31/2024) | Options: 120,550; RSUs unvested: 13,467 | |
| Stock ownership guidelines | Must hold ≥3× annual cash retainer; compliance by later of Apr 16, 2026 or 5th anniversary of appointment/election (for Krognes, appointed May 1, 2022) | |
| Hedging/pledging | Company prohibits hedging and pledging by directors under insider trading policy |
Governance Assessment
- Independence and committee effectiveness: Transitioning to independent status on May 1, 2025, aligned with Nasdaq and SEC rules for former executives; slated Audit Committee appointment upon Annual Meeting strengthens financial oversight given his CFO background and confirmed audit literacy.
- Engagement: 100% attendance in 2024 across board/committee meetings supports high engagement.
- Alignment and incentives: Director equity grants are time-based with annual cash retainer; equity and ownership guidelines (≥3× retainer) promote alignment; 2024 mix was $45k cash vs $314k equity fair value.
- Conflicts/related-party exposure: No related-party transactions disclosed involving Krognes; former executive status handled via three-year cooling-off rule before committee independence.
- Board structure and leadership: Independent board leadership with non-executive chair (transitioning to Julian C. Baker); regular executive sessions enhance oversight.
RED FLAGS: None disclosed specific to Krognes (no related-party transactions, no pledging/hedging disclosed). Independence timing (former CFO) is appropriately mitigated by adherence to the three-year rule before Audit Committee service.
Additional Context
- Board meetings in 2024: five; seven directors attended the 2024 annual meeting; independent-only sessions occur regularly.
- Director compensation policy caps remain ≤75th percentile of peer group through at least 2025; annual equity ≈$400k split 60% options/40% RSUs.
