Brian Crum
LEXICON PHARMACEUTICALSAbout Brian Crum
Brian T. Crum, 52, is Senior Vice President, General Counsel and Secretary at Lexicon Pharmaceuticals (LXRX), serving in his current role since October 2021 after joining Lexicon in 2001; he previously practiced corporate securities law at Brobeck, Phleger & Harrison LLP and Andrews & Kurth L.L.P. and holds a B.B.A. and J.D. from the University of Texas . He currently earns a base salary of $494,600 with a 35% target bonus and participates in the company’s March 2025 management severance plan and 2017 equity plan with option/RSU acceleration protections upon change-in-control events . Company performance during his tenure shows a 2024 revenue ramp and continued losses: Revenues rose to $31.081M in FY 2024 from $1.204M in FY 2023 and $0.139M in FY 2022, while EBITDA remained negative (FY 2024 -$184.283M, FY 2023 -$169.756M, FY 2022 -$100.033M); company TSR value for 2023 (per pay-versus-performance table) was $45 for a $100 initial investment [FY 2024, FY 2023, FY 2022 values from GetFinancials].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lexicon Pharmaceuticals | Senior Corporate Counsel (offer letter) | Nov 2001 onward | Joined in-house legal function; supported capital raising and compliance |
| Lexicon Pharmaceuticals | Senior Vice President & General Counsel; Secretary | Since Oct 2021 | Led legal/compliance and capital raising efforts; supported commercial launch and pipeline programs |
| Brobeck, Phleger & Harrison LLP | Corporate Securities Attorney | Not disclosed | Advised energy and IT companies on securities matters |
| Andrews & Kurth L.L.P. | Corporate Securities Attorney | Not disclosed | Advised energy and IT companies on securities matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brobeck, Phleger & Harrison LLP | Corporate Securities Attorney | Not disclosed | Public company legal experience benefitting corporate governance at Lexicon |
| Andrews & Kurth L.L.P. | Corporate Securities Attorney | Not disclosed | Securities law expertise aligned with GC responsibilities |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | 438,989 | 457,936 | 473,503 |
| Bonus Paid ($) | 155,015 | 122,404 | 125,442 |
| Current Base Salary ($) | — | — | 494,600 (current) |
| Target Bonus (%) | 35% | 35% | 35% |
Performance Compensation
| Year | Incentive Type | Metric/Criteria | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2022 | Annual Cash Bonus | Corporate goals: NDA/launch prep for INPEFA; LX9211 progress; other programs; financial objectives | Not disclosed | 35% of salary | $155,015 | N/A |
| 2023 | Annual Cash Bonus | Corporate goals: INPEFA approval/launch; LX9211 progress; pipeline; financial objectives | Not disclosed | 35% of salary | $122,404 | N/A |
| 2024 | Annual Cash Bonus | Corporate goals: INPEFA launch; ZYNQUISTA US approval efforts; LX9211; HCM program; Viatris ex-US license; financials | Not disclosed | 35% of salary | $125,442 | N/A |
| 2024 | RSUs | Time-based RSUs | N/A | N/A | 208,160 RSUs granted; 68,303 vested (value realized $178,954) | 1/3 vested on Feb 28, 2025; remaining 1/3 each Feb 28, 2026–2027 |
| 2024 | Stock Options | Time-based options @ $2.15 | N/A | N/A | 208,160 options granted | 25% at 1-year; then 1/48 monthly; 10-year term |
| 2025 | RSUs | Annual RSU award | N/A | N/A | $354,791 dollar value granted (Feb 2025) | Not disclosed (standard RSU agreements apply) |
| 2025 | Stock Options | Annual option award | N/A | N/A | 765,730 options granted (Feb 2025) | Plan-standard vesting (25% first anniversary; 1/48 monthly) |
- Corporate performance assessments used for bonus decisions: 2022 significantly achieved; 2023 significantly achieved; 2024 significantly achieved (INPEFA/ZYNQUISTA objectives not achieved) .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 260,815 shares owned; plus 803,896 shares issuable within 60 days (options exercisable or RSUs scheduled to vest); <1% of outstanding shares |
| Insider hedging/pledging | Hedging (collars/swaps/exchange funds) prohibited; policy discourages trading of options; pledging not specifically disclosed |
| RSUs outstanding (not vested) | 26,097 ($19,273), 66,913 ($49,415), 208,160 ($153,726) |
| Options – exercisable | Multiple tranches: 19,391@$6.23 (exp 2/5/2025); 23,470@$8.20 (2/11/2026); 14,160@$14.44 (2/9/2027); 23,040@$9.79 (2/8/2028); 49,950@$5.16 (2/7/2029); 189,260@$3.31 (2/6/2030); 75,480@$8.38 (2/11/2031); 166,368@$3.20 (2/10/2032); 138,006@$2.43 (2/9/2033) |
| Options – unexercisable | 3,280@$8.38 (2/11/2031); 68,502@$3.20 (2/10/2032); 163,094@$2.43 (2/9/2033); 208,160@$2.15 (2/8/2034) |
| Vesting cadence | Options: 25% first anniversary, then 1/48 monthly; RSUs: 1/3 each Feb 28 for three years |
| Change-in-control vesting | Options fully vest upon change in control, or death/disability (single-trigger for options); RSUs fully vest only upon termination without cause or for good reason within 24 months of change in control (double-trigger), or death/disability |
Employment Terms
| Term | Key Provisions |
|---|---|
| Role & tenure | Senior Vice President & General Counsel since Oct 2021 |
| Current base salary & bonus target | $494,600 base; 35% target bonus (discretionary objectives) |
| Management Severance Plan (Mar 2025) | If terminated without cause or resigns for good reason: lump sum equal to 12 months base salary; pro-rated target bonus only if termination between Sep 1–Dec 31; 12 months COBRA premium equivalent (less employee contribution), if enrolled |
| Severance with change-in-control | If termination within 24 months post-CIC: lump sum equal to 12 months base salary; current target cash bonus; 12 months COBRA premium equivalent (less employee contribution), if enrolled |
| Equity acceleration (CIC) | Options: full acceleration upon CIC; RSUs: full acceleration only upon termination without cause/for good reason within 24 months post-CIC; death/disability accelerate |
| Clawback | Incentive-based compensation tied to financial reporting measures subject to 3-year clawback upon restatement (adopted Oct 2023) |
| Hedging policy | Hedging prohibited; discourages trading of options on company stock |
Compensation Committee Analysis
- Peer groups used for benchmarking (illustrative years): 2022 cohort included Amarin, Epizyme, Sage, Theravance etc.; 2023 cohort included 2seventy bio, Catalyst, Madrigal, Reata etc.; 2024 cohort similar; 2025 cohort included Altimmune, Arbutus, Prothena, Syndax, Liquidia, Pliant, UroGen among others .
- Say-on-pay: 2024 advisory vote approval exceeded 97% of votes cast, and the committee did not materially change its approach .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 139,000* [FY 2022 from GetFinancials]* | 1,204,000 | 31,081,000* [FY 2024 from GetFinancials]* |
| EBITDA ($) | -100,033,000* [FY 2022 from GetFinancials]* | -169,756,000* [FY 2023 from GetFinancials]* | -184,283,000* [FY 2024 from GetFinancials]* |
Values retrieved from S&P Global*.
| Pay-Versus-Performance View | 2021 | 2022 | 2023 |
|---|---|---|---|
| TSR – $100 initial investment value | $115 | $56 | $45 |
| Net Income ($000s) | (87,758) | (101,944) | (176,576) |
Investment Implications
- Pay-for-performance alignment: Cash bonuses are discretionary against corporate objectives; equity dominates pay mix (options plus RSUs) and is subject to standard vesting, with double-trigger RSU acceleration and single-trigger option acceleration on change in control—supportive of retention while preserving alignment .
- Insider selling pressure: RSU vesting occurs on fixed annual dates (Feb 28 for three years for 2024 grants), creating potential calendar-driven liquidity needs (sell-to-cover or net-share settlement) and localized trading pressure around vest dates; 68,303 RSUs vested for Crum in 2024 .
- Retention and severance economics: The March 2025 severance plan provides 12 months base salary (and target bonus upon CIC termination), which is moderate versus biotech norms; combined with equity acceleration constructs, near- to medium-term retention risk appears manageable .
- Ownership alignment and risk controls: Crum’s direct beneficial ownership is <1% but supplemented by sizable unvested equity; hedging is prohibited (alignment positive), and no pledging policy is disclosed—monitor for any future pledging changes .
- Performance backdrop: Revenue ramp in 2024 and deep negative EBITDA underscore execution demands on launches and pipeline; say-on-pay support (>97%) indicates investor tolerance for current incentive design amid the commercialization transition [FY data from GetFinancials]*.