Bernard Coulie
About Bernard Coulie
Bernard Coulie, M.D., Ph.D., M.B.A., is President and Chief Executive Officer of Pliant Therapeutics (PLRX) and has served as a director since February 2016; as of April 23, 2025 he was 59 years old . He holds an M.D. and Ph.D. from the University of Leuven and an M.B.A. from the Vlerick Management School (Leuven) . Pay-versus-performance disclosures show shareholder value pressures: the value of a fixed $100 investment in PLRX was $59.42 (2021), $85.08 (2022), $79.71 (2023), and $57.97 (2024), with net losses of $97.3m (2021), $123.3m (2022), $161.3m (2023), and $210.3m (2024) . Governance highlights include separation of CEO and Lead Director roles (Lead Director: Hoyoung Huh) and Board-determined non-independence for Coulie given his CEO position, which mitigates—though does not eliminate—dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ActoGeniX N.V. | Co-founder; VP R&D; Chief Medical Officer; Chief Executive Officer | Sep 2006–Feb 2015 | Led development until acquisition by Intrexon; built discovery-to-clinic capabilities |
| Johnson & Johnson PRD Europe | Drug discovery and clinical development roles | Not disclosed | Progressive responsibilities in discovery and development; global pharma operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dualyx NV | Director and Chairman | Current | Governance and strategy at immune-focused biotech |
| Septerna, Inc. | Board member | Current | Input on GPCR drug discovery strategy |
| Calypso Biotech BV | Director and Chairman | Feb 2019–Jan 2024 | Led board during development of immunology assets |
| SQZ Biotechnologies | Director and Chairman | Jul 2021–Mar 2024 | Oversight of cell therapy platform through strategic transitions |
| ActoGeniX | Director | Apr 2010–Feb 2015 | Board governance pre-acquisition |
| Biogazelle N.V. | Director | Jul 2015–Nov 2018 | Supported strategy in molecular diagnostics |
| Myoscience | Director | Jun 2016–Mar 2019 | Oversight in medical device neuromodulation |
| Charcot‑Marie‑Tooth Association | Director | Current | Patient advocacy, rare disease strategy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $586,800 | $610,300 | $640,815 |
| All Other Compensation ($) | $32,815 | $51,003 | $53,320 (incl. $20,000 personal travel reimbursement and $18,720 tax gross-up) |
| 2024 Pay Mix (Grant-Date Accounting Values) | Amount |
|---|---|
| RSU Awards ($) | $2,234,936 |
| Option Awards ($) | $3,301,144 |
| Non-Equity Incentive ($) | $384,489 |
Performance Compensation
| Annual Cash Incentive Detail (2024) | Target / Weighting | Actual |
|---|---|---|
| Target Bonus (% of Salary) | 60% (CEO) | — |
| Corporate Program Goals (bexotegrast, PLN‑101095) | 55% of bonus pool | Achieved 55% |
| Research Proofs-of-Concept | 15% of bonus pool | Achieved 15% |
| Finance/Operational/Talent | 30% of bonus pool | Achieved 30% |
| Stretch Goals | +20% opportunity | Not achieved |
| Bonus Pool Funding | — | 100% funded; CEO payout $384,489 |
| Equity Grants and Vesting (2024) | Shares / Terms |
|---|---|
| Options granted (1/23/2024) | 256,300; exercise price $17.44; vest monthly in 48 installments from 1/1/2024; expire 1/23/2034 |
| RSUs granted (1/23/2024) | 128,150; vest in three equal annual installments beginning 1/16/2024; time-based |
| Special PSUs (Incentive Program approved July 2022) | Design | Outcome |
|---|---|---|
| 50% tied to operational IPF milestones | 3 goals | Achieved; aggregate 200% vesting on operational component in 2023 |
| 50% tied to relative TSR vs Nasdaq Biotech Index | Below/25th/50th/75th percentile tiers | Company TSR -41.09% through 6/30/2024; certified at 27.5th percentile → 55% vesting of remaining 50% PSU tranche |
Equity Ownership & Alignment
| Ownership as of April 19, 2024 | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 1,681,404 | 2.79% | Includes 409,317 (family trust), 218,849 (direct), and 1,053,238 options exercisable within 60 days |
| Hedging/Pledging | Prohibited | — | Insider trading policy bans hedging, pledging, margin use for executives/directors |
| Outstanding Awards (CEO) at 12/31/2024 | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock option grant (1/24/2019) | 146,841 | — | $2.08 | 1/24/2029 |
| Stock option grant (3/31/2020) | 327,262 | — | $6.22 | 3/31/2030 |
| Stock option grant (1/1/2021) | 244,791 | 5,209 | $26.50 | 1/23/2031 |
| Stock option grant (1/1/2022) | 320,833 | 119,167 | $11.86 | 1/26/2032 |
| Stock option grant (1/1/2023) | 98,852 | 107,448 | $34.65 | 1/25/2033 |
| RSUs (1/16/2023) | — | 97,533 | — | — |
| Stock option grant (1/1/2024) | 58,735 | 197,565 | $17.44 | 1/23/2034 |
| RSUs (1/16/2024) | — | 128,150 | — | — |
Reference price for in-the-money status: $13.17 closing price on 12/31/2024 (strike prices below $13.17 in-the-money; above $13.17 out-of-the-money) .
| Insider Transactions | 2023 | 2024 |
|---|---|---|
| Options exercised (shares/value) | 200,000; $5,432,729 realized | None |
| RSUs vested (shares/value) | 206,249; $4,382,785 | 124,392; $1,693,687 |
Employment Terms
| Provision | Outside Change-in-Control (Non-COC) | Within Change-in-Control (COC; Double Trigger) |
|---|---|---|
| Cash severance | CEO: 12 months base + pro-rated target bonus; health contribution up to 12 months | CEO: 150% base + 150% target bonus (lump sum); health contribution 18 months |
| Equity acceleration | None specified beyond plan terms | Full acceleration of time-based awards; performance awards deemed satisfied at target (TSR PSUs greater of target or actual through CoC per 2024 proxy) |
| Potential payout (illustrative at 12/31/2024) | $1,025,304 cash + $15,571 health = $1,040,875 total | $1,537,956 cash + $23,357 health + $3,128,354 equity = $4,689,667 total |
| Clawback | SEC Rule 10D‑1 compliant policy adopted; recovery for certain restatements | |
| Tax gross‑ups | No change‑in‑control tax gross‑ups | |
| Trading policy | Hedging/pledging prohibited |
Compensation Structure Analysis
- Peer benchmarking: Pre‑commercial biopharma peers in Phase 2/3, $350m–$3.5bn market cap, up to 250 employees; peer list includes 4D Molecular Therapeutics, Akero, Arcturus, Crinetics, Day One, Erasca, IDEAYA, Inhibrx, Iovance, KalVista, Keros, Kura, Kymera, Morphic, Protagonist, RAPT, Replimune, Rocket, Scholar Rock, Tarsus, Ventyx, Viridian .
- Target market positioning: Cash aligned near the 50th percentile; equity targeted 50th–75th percentile, with 2025 disclosure clarifying use of 50th percentile with adjustments based on performance and retention needs .
- Equity mix shifts: RSUs and stock options comprise long‑term incentives; PSUs not used in annual cycle given stage; a 2022 PSU program tied to IPF milestones and relative TSR was used for retention and performance alignment .
- Grant timing safeguards: Committee adopted equity grant timing policy to reassess sizing/vehicle mix if 30‑day average stock price trends ±20% from sizing reference to avoid disconnects between grant-date fair value and performance (after 2023 volatility) .
- Say‑on‑pay: 2024 vote failed (23,479,353 For vs 28,329,655 Against), reflecting approximately 45.3% support; 2022 and 2023 support were 99.6% and 97.2% respectively; extensive shareholder outreach followed, with enhanced CD&A disclosures and committee/consultant changes .
Director and Board Governance
- Board service history: Coulie has served on PLRX’s Board since 2016; Class III term expires at the 2026 annual meeting .
- Independence: Board determined Coulie is not independent due to his CEO role; all other directors are independent under Nasdaq/SEC rules .
- Leadership structure: Roles of CEO and Lead Director are separated; Lead Director: Hoyoung Huh, M.D., Ph.D. .
- Committees: Audit (Chair: Steve Krognes), Compensation (Chair: Darren Cline), Nominating & Corporate Governance (Chair: Gayle Crowell), R&D (Chair: Katharine Knobil); committees composed of independent directors .
- Attendance: In 2024, each Board member attended ≥75% of Board and committee meetings for which they served .
- Director compensation: Coulie receives no additional pay for director service; non‑employee director fees/options detailed separately .
Multi‑Year Executive Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $586,800 | $610,300 | $640,815 |
| Stock Awards ($) | $6,424,000 | $5,069,295 | $2,234,936 |
| Option Awards ($) | $3,444,100 | $5,099,736 | $3,301,144 |
| Non‑Equity Incentive ($) | $440,000 | $335,665 | $384,489 |
| All Other Compensation ($) | $32,815 | $51,003 | $53,320 |
| Total ($) | $10,927,715 | $11,165,999 | $6,614,704 |
Employment Start, Tenure, and Contracts
- Start date and tenure: CEO and director since February 2016 .
- Severance plan: As above; structured to reduce negotiation costs, align with market practice, and support retention; double‑trigger equity acceleration with target treatment for performance awards (greater of target or actual for 2022 TSR PSUs in CoC per 2024 proxy) .
- Non‑compete/non‑solicit: Not disclosed in proxies; executive severance plan governs termination economics .
- Indemnification: Standard director/officer indemnification agreements in place .
Performance & Track Record
- 2023 achievements: Positive bexotegrast IPF and PSC data; $288m follow‑on; initiated BEACON‑IPF Phase 2b; senior leadership additions; Phase 1 PLN‑101095 in solid tumors .
- 2024 achievements: Positive bexotegrast data across trials; accelerated BEACON‑IPF pivotal adaptive plan; upsized Oxford loan facility to $150m; leadership strengthened (Steve Krognes board); Phase 1 PLN‑101325 clearance (α7β1 agonist) .
- 2025 restructuring events: 45% workforce reduction and termination of Chief Legal and Compliance Officer; later resignation of Chief Business Officer; signals operating focus and cost alignment .
Compensation Peer Group and Consultant Oversight
- Peer group criteria/companies used for 2023 and updated for 2024; consultants transitioned from Aon to Pearl Meyer mid‑2023; committee confirmed no conflicts per Nasdaq/SEC factors .
- Committee composition changes in 2024–2025 to strengthen governance of pay design and shareholder alignment .
Risk Indicators & Red Flags
- Say‑on‑pay failure in 2024 and low support percentage; company initiated extensive outreach and policy adjustments .
- Perquisites/tax gross‑ups: Company states no CoC tax gross‑ups, but CEO receives annual personal travel reimbursement and associated tax gross‑up per employment agreement .
- Hedging/pledging prohibited for executives/directors (alignment positive) .
- Option repricing/modification: Not disclosed; grant timing policy adopted to address valuation disconnect risk without repricing .
- Related party transactions: None above $120k other than compensation arrangements .
Investment Implications
- Pay-for-performance alignment improved but still evolving: The 2024 say‑on‑pay failure, declining TSR, and rising net losses elevate governance and compensation risk; subsequent outreach and grant timing safeguards are positives, but monitoring 2025–2026 pay structure and equity mix will be key .
- Insider supply risk modest near term: 2024 shows no option exercises by Coulie; RSUs vest annually and options vest monthly; several option tranches are in‑the‑money relative to $13.17 (e.g., strikes at $2.08, $6.22, $11.86), while higher‑strike tranches ($26.50, $34.65, $17.44) are out‑/near‑the‑money; watch price levels for potential exercises and selling pressure .
- Retention economics: Double‑trigger CoC terms (150% salary/bonus + equity acceleration) are competitive and could be dilutive in a sale scenario; severance design supports management stability in strategic events .
- Execution focus: Clinical milestones and regulatory progress in IPF/PSC underpin value creation; 2025 restructuring suggests prioritization of capital allocation; governance separation of CEO and Lead Director mitigates dual‑role concerns, though CEO non‑independence persists .
Overall, continued discipline on equity sizing, clearer quantitative bonus goal disclosure, and improving TSR will be critical to restore investor support for pay design while retaining key talent in pivotal clinical phases .