Craig Johnson
HERON THERAPEUTICS, INC. /DE/About Craig Johnson
Craig Johnson (age 63) has served as an independent director of Heron Therapeutics since 2014, bringing 30+ years of biotech financial management and board governance experience; he is a Certified Public Accountant and holds a B.B.A. in accounting from the University of Michigan–Dearborn . He currently chairs the Audit Committee and is designated by the Board as an “audit committee financial expert,” and also serves on the Compensation Committee . The Board has determined he is independent under Nasdaq rules; each director attended at least 75% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TorreyPines Therapeutics, Inc. | Vice President & Chief Financial Officer | 2004–2009 | Senior finance leadership through company sale to Raptor Pharmaceuticals |
| Raptor Pharmaceutical Corp. (wholly-owned subsidiary) | Vice President | 2009–2010 | Post-transaction operating role |
| MitoKor, Inc. | CFO; SVP Operations (various roles) | 1994–2004 | Led operations and finance in biotech growth phase |
| Price Waterhouse | Certified Public Accountant | Prior to 1994 | Public accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aurina Pharmaceuticals Inc. | Director | Since 2024 | Current public board seat |
| Mirati Therapeutics, Inc. | Director | 2013–2024 | Company acquired by Bristol Myers Squibb in 2024 |
| La Jolla Pharmaceutical Company | Director | 2013–2022 | Company acquired by Innoviva, Inc. in 2022 |
| Odonate Therapeutics, Inc. | Director | 2017–2022 | Public biotech directorship |
| Decipher Biosciences, Inc. | Director | 2015–2018 | Private/venture-backed genomics company |
| Adamis Pharmaceuticals Corporation | Director | 2011–2014 | Public pharma directorship |
| Ardea Biosciences, Inc. | Director | 2008–2012 | Company acquired by AstraZeneca in 2012 |
Board Governance
- Committee Assignments: Audit (Chair), Compensation (Member); not on Governance Committee .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards; committee members meet SEC/Nasdaq independence criteria .
- Attendance and Engagement: Board met six times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee met four times, Compensation Committee three times, Governance Committee once .
- Audit Oversight: Audit Committee (chaired by Johnson) oversees auditor independence, internal control over financial reporting, cybersecurity and ESG-related risks; pre-approves audit/non-audit services with Withum; Johnson signed the Audit Committee report .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Paid quarterly, prorated for partial year |
| Lead Independent Director Retainer | $25,000 | Increased for 2025; not necessarily applicable to Johnson |
| Audit Committee Chair Retainer | $20,000 | Applicable to Johnson as Audit Chair |
| Audit Committee Member Retainer | $10,000 | For non-chair members |
| Compensation Committee Chair Retainer | $15,000 | Not applicable to Johnson (member only) |
| Compensation Committee Member Retainer | $7,500 | Applicable to Johnson as member |
| Governance Committee Chair Retainer | $10,000 | Not applicable |
| Governance Committee Member Retainer | $5,000 | Not applicable |
| Reimbursements | Actuals reimbursed | Travel/education expenses reimbursed; employee directors receive no director pay |
| 2024 Director Compensation (Johnson) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 73,750 | Reflects retainers above |
| Stock Awards (RSUs) | 29,151 | Grant-date fair value (ASC 718) |
| Option Awards | 57,099 | Grant-date fair value (ASC 718) |
| Total | 160,000 | Sum of components |
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Vesting | Valuation |
|---|---|---|---|---|
| Annual Option Award (non-employee directors) | Jan 19, 2024 | 83,685 | Vests monthly over 1 year | $57,099 grant-date fair value (Johnson) |
| Annual RSU Award (non-employee directors) | Jan 19, 2024 | 13,948 | Vests after 1 year | $29,151 grant-date fair value (Johnson) |
- Director equity is time-based (options and RSUs); no performance metric-based director awards are disclosed. Committee rationale emphasizes alignment via equity and use of independent consultant Compensia to benchmark against the executive compensation peer group .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no relationships requiring Item 404 disclosure among committee members in 2024 .
- Independence safeguards: Committee members do not accept consulting/compensatory fees other than director pay and have no affiliate relationships impairing judgment .
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep experience overseeing financial reporting and auditor independence .
- CPA background (Price Waterhouse) and B.B.A. in accounting; extensive biotech board experience across multiple companies and M&A outcomes .
- Board concluded Johnson’s financial management expertise and director experience support his continued service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Craig Johnson | 71,804 | <1% | Based on 152,530,696 shares outstanding as of Apr 21, 2025; includes exercisable/vestable within 60 days |
| Outstanding Stock Options (Johnson) | 355,748 | n/a | Total options outstanding as of Dec 31, 2024; exercisable/unexercisable split not disclosed |
| Unvested RSUs (Johnson) | 13,948 | n/a | As of Dec 31, 2024 |
- Insider Trading Policy prohibits short sales, hedging, and derivative transactions; policy filed with 2024 10-K .
Governance Assessment
- Positives: Independent Audit Chair with “financial expert” status; active committee engagement (Audit met 4x; Compensation 3x); Board/committee independence affirmed; clawback policy in place per Dodd-Frank; hedging prohibited under Insider Trading Policy .
- Alignment: Director pay mixes cash retainers with time-based equity; capped under the 2007 Plan; use of independent consultant Compensia for benchmarking enhances credibility .
- Ownership: Direct beneficial ownership is <1%, partially offset by option exposure and unvested RSUs, which provides some equity alignment but limited “skin-in-the-game” relative to total outstanding shares .
- Conflicts/Red Flags: No compensation committee interlocks or related-party disclosures; legal proceedings for directors/officers not reported; pledging policy not explicitly disclosed, though hedging/derivatives are prohibited; monitor dilution risk context at the company level (not director-specific) .
Say-on-Pay signal: 2024 advisory vote support for NEO compensation was ~83%, down from ~98% in 2023—Board noted and adjusted approach; while focused on executives, this indicates shareholder sentiment the Board must address through governance and pay decisions .