Steve Crouse
About Steve Crouse
Independent director at OmniAb since April 2025; age 52. Currently Senior Vice President and General Manager, Analytical Solutions Division at Bio‑Techne (since March 2021). Prior roles include Senior Director & General Manager at Thermo Fisher Scientific (2018–2021), COO at Vortex Biosciences, SVP Sales & Marketing at Freeslate (sold to Unchained Labs in 2016), and leadership roles at Bio‑Rad and Invitrogen. Education: B.S. Pharmacology (UC Santa Barbara), M.S. Biochemistry (Georgetown), MBA (USC Marshall) . OmniAb board determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio‑Techne Corporation | Senior Vice President & GM, Analytical Solutions Division | Mar 2021–present | Oversees ProteinSimple products and R&D Systems Immunoassays portfolio |
| Thermo Fisher Scientific | Senior Director & GM, Protein Detection & Quantification | Jun 2018–Mar 2021 | General management of protein detection businesses |
| Vortex Biosciences | Chief Operating Officer | Not disclosed | Operations leadership |
| Freeslate (sold to Unchained Labs in 2016) | SVP Sales & Marketing | Not disclosed | Commercial leadership through sale |
| Bio‑Rad Laboratories; Invitrogen Corporation | Various leadership roles | Not disclosed | R&D/commercial leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Bio‑Techne Corporation | Senior Vice President & GM | No public board disclosed | Operating executive role; not a disclosed directorship |
| Other boards | — | None disclosed | No other public company directorships disclosed for Crouse |
Board Governance
- Board class: Class II director; term expires at 2027 annual meeting .
- Committee assignments: Audit Committee (member); Science & Technology Committee (member) .
- Chair roles: None (Audit Chair is Steve Love; S&T Chair is Carolyn Bertozzi) .
- Independence: Board determined all directors except CEO Foehr and Chair Higgins are independent (includes Crouse) .
- Board leadership: Separate Chair and CEO structure .
- Committee independence: 100% committee independence .
- 2024 meeting cadence (context): Board 5 meetings (2 in-person, 3 virtual); Audit 4; HCMCC 4; NCG 2; S&T 3. All incumbent directors attended ≥75% of meetings during their service in 2024 (Crouse appointed in 2025) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (cash or vested stock) | $50,000 | Directors may elect cash or vested shares; no per‑meeting fees |
| Audit Committee member | $10,000 | Member (not chair) |
| Science & Technology Committee member | $7,500 | Member (not chair) |
| Board/Committee chair adders | $0 | Not applicable; Crouse is not a chair |
| Estimated annual cash retainer for current roles | $67,500 | $50,000 + $10,000 + $7,500 per policy |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Terms |
|---|---|---|---|
| Initial RSU grant | Apr 18, 2025 | 40,000 | Vests in three equal annual installments on each of the first three anniversaries following grant |
| Initial stock option grant | Apr 18, 2025 | 80,000 | Exercise price = fair market value at grant; vests in three equal annual installments; standard director option terms |
| Annual director grants (policy) | Each annual meeting | 20,000 RSUs; 40,000 options | Annual awards vest in full by next annual meeting or first anniversary; change‑in‑control accelerates vesting |
- Change‑in‑control: All director awards vest in full upon a change in control under the 2022 Plan; post‑service options exercisable up to earlier of 3 years from cessation or original expiry .
- Performance metrics: Director equity awards are time‑based; no disclosed performance metrics tied to director compensation .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None disclosed for Crouse |
| Committee roles at other companies | Not disclosed |
| Related‑party transactions | None for Crouse under Item 404(a); Board affirmed independence |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; no related‑party exposure reported for Crouse |
Expertise & Qualifications
- 20+ years in life sciences R&D, business development, and general management; operating leadership at Bio‑Techne and Thermo Fisher .
- Education: B.S. Pharmacology (UCSB), M.S. Biochemistry (Georgetown), MBA (USC Marshall) .
- Domain expertise aligned with OmniAb’s science and technology oversight mandate; assigned to Science & Technology Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 23, 2025) | —; <1% | Listed with no shares beneficially owned; less than 1% |
| Unvested RSUs | 40,000 | Initial grant, three annual tranches |
| Unvested options | 80,000 | Initial grant; FMV strike at grant; time‑based vesting |
| Pledged shares | Prohibited | Insider Trading Policy prohibits pledging and hedging for directors |
| Ownership guidelines | 3× annual retainer | Must meet within 5 years of board service; Crouse has until April 2030 |
Insider Filings and Trades
| Date | Form | Security/Action | Key Details |
|---|---|---|---|
| Apr 21, 2025 | Form 3 | Initial statement of beneficial ownership | Filed upon appointment as director |
| Apr 21, 2025 | Form 4 | RSUs 40,000; Options 80,000 | Reports initial director grants; option strike at FMV; time‑based vesting |
| Jun 18, 2025 | Form 4 | Update to beneficial ownership | SEC XML lists reporting by Attorney‑in‑Fact for Steven C. Crouse |
Governance Assessment
- Independence and committee fit: Crouse is independent and placed on Audit and Science & Technology committees, aligning his industry expertise with technical oversight while maintaining financial governance exposure .
- Compensation structure: Director pay is modest in cash with meaningful but time‑based equity; no performance‑linked metrics for directors; change‑in‑control acceleration is standard for directors, not unusual for small‑cap biotech .
- Ownership alignment: New director with initial grants; subject to 3× retainer ownership guideline by April 2030; hedging/pledging prohibited—positive alignment signals .
- Conflicts/related‑party risk: Company disclosed no related‑party transactions or selection arrangements for Crouse; Board affirmed independence; low immediate conflict risk .
- Attendance/engagement: 2024 incumbents met attendance thresholds; Crouse appointed in 2025—no attendance data disclosed yet .
RED FLAGS: None disclosed specific to Crouse. Change‑in‑control vesting for director awards is standard for governance continuity; pledging/hedging prohibited; no related‑party transactions reported .