Darren Cline
About Darren Cline
Independent Class I director at Pliant Therapeutics since March 2023; age 60 as of April 23, 2025. Former CEO of Epygenix Therapeutics (Mar 2022–Mar 2023), U.S. Chief Commercial Officer at Greenwich Bioscience (GW Pharmaceuticals’ U.S. subsidiary; Apr 2019–Dec 2021), EVP, Commercial at Seattle Genetics (Oct 2010–Mar 2019), and earlier commercial leadership at Alexion (Oct 2006–Oct 2009). Education: B.A./B.S. (San Diego State University) and M.B.A. (Pepperdine University). Currently serves as Chair of Pliant’s Compensation Committee and is an independent director under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epygenix Therapeutics, Inc. | President & CEO | Mar 2022–Mar 2023 | Led biopharma operations and strategy |
| Greenwich Bioscience (GW Pharmaceuticals U.S.) | U.S. Chief Commercial Officer; Executive Committee member | Apr 2019–Dec 2021 | Drove U.S. commercial strategy |
| Seattle Genetics (now Seagen) | EVP, Commercial | Oct 2010–Mar 2019 | Oversaw marketing, sales, managed markets |
| Alexion Pharmaceuticals | Commercial leadership | Oct 2006–Oct 2009 | Part of commercial leadership team |
External Roles
| Organization | Role | Public/Private (as disclosed) | Committees/Notes |
|---|---|---|---|
| Pyxis Oncology, Inc. | Director | Public company (director role disclosed) | Not specified in proxy |
| Impel Pharmaceuticals Inc. | Director | Public company (director role disclosed) | Not specified in proxy |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent (includes Cline).
- Committee assignments: Compensation Committee Chair (members: Cline (Chair), Suzanne Bruhn, Hoyoung Huh, Thomas McCourt). Responsibilities include CEO/NEO pay setting, incentive plan oversight, director pay recommendations, clawback administration, and human capital oversight.
- Shareholder engagement: Following a low 2024 say‑on‑pay outcome (45.3% support), the company conducted extensive outreach; Cline (as Committee Chair) attended 67% of investor meetings. The Board also engaged ISS and adjusted equity grant timing policy.
- Meetings and attendance: 2024 meetings—Board (4), Compensation (5). Each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Lead Independent Director is Hoyoung Huh; CEO and Lead Director roles separated.
- Compensation advisor: Pearl Meyer retained by the Compensation Committee; Committee determined no advisor conflicts.
Fixed Compensation
| Item | Detail |
|---|---|
| 2024 Cash fees (Cline) | $50,425 (reflects Board/committee retainers; Cline became Committee Chair in June 2024) |
| 2024 Director cash policy (reference) | Board retainer $40,000; Compensation Committee Chair $12,000; Compensation Committee member $6,000; other committee fees as stated in policy (Audit Chair $17,000; Audit member $8,500; Nominating Chair $10,000; Nominating member $5,000; R&D Chair $10,000; R&D member $5,000). Amounts prorated for partial year service. |
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Option award (Cline) | Grant-date fair value $229,100 (stock options) |
| Director equity policy (structure) | Initial option grant at director appointment with $500,000 grant-date value; annual option grant at each AGM with $250,000 grant-date value; options priced at grant-day close; initial grant vests monthly over 3 years; annual grant vests quarterly over 1 year or fully at next AGM; full vesting acceleration upon sale of the company. |
| Mix insight (Cline 2024) | Cash $50,425 vs equity $229,100 → ~18% cash / ~82% equity (calc based on disclosed amounts) |
Note: Directors receive time-vested options; no director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Relationship to PLRX | Potential conflict noted |
|---|---|---|
| Pyxis Oncology, Inc. | None disclosed | None disclosed in related‑party section |
| Impel Pharmaceuticals Inc. | None disclosed | None disclosed in related‑party section |
Expertise & Qualifications
- Commercial leadership across late-stage and commercial biopharma (Seagen, Alexion, GW/Greenwich), plus small-cap CEO experience (Epygenix).
- Governance: Serves as Compensation Committee Chair with responsibility for CEO/NEO compensation, program design, and shareholder responsiveness; led adjustments post-2024 say‑on‑pay result.
- Education: San Diego State University (undergrad); Pepperdine University (M.B.A.).
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Beneficial ownership (shares) | 49,961 (options exercisable within 60 days) | March 31, 2025 |
| % of shares outstanding | <1% (per proxy asterisk) | March 31, 2025 |
| Options outstanding (total) | 62,764 options held as of year-end 2024 | December 31, 2024 |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors/officers | Policy in force |
Governance Assessment
- Strengths:
- Independent director; Compensation Committee Chair with active investor engagement following a low 2024 say‑on‑pay vote (45.3%), including attendance at 67% of outreach meetings and policy changes to equity grant timing. These actions support responsiveness and alignment with shareholder feedback.
- High board/committee attendance culture (≥75% for each director in 2024); clear separation of CEO and Lead Director roles.
- No related‑party transactions involving Cline disclosed since Jan 1, 2024; anti‑hedging/pledging policy reduces alignment risk.
- Use of independent compensation consultant (Pearl Meyer); no advisor conflicts reported.
- Watch items / RED FLAGS:
- 2024 say‑on‑pay approval was low (45.3%), placing ongoing scrutiny on the Compensation Committee chaired by Cline; while the committee made changes (e.g., grant timing reassessment policy), investors may continue to monitor pay-for-performance alignment.
- Director equity awards accelerate in full upon a sale of the company (single‑trigger for directors), which some investors may view less favorably than double‑trigger structures.
Appendix: Key Reference Data
Director Compensation – 2024 (Cline)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 50,425 |
| Option Awards ($) | 229,100 |
| Total ($) | 279,525 |
Beneficial Ownership (as of 3/31/2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Darren Cline | 49,961 (options exercisable within 60 days) | <1% |
Committee Composition (relevant to Cline)
| Committee | Members | Chair |
|---|---|---|
| Compensation | Darren Cline; Suzanne Bruhn; Hoyoung Huh; Thomas McCourt | Darren Cline |
Meeting/Attendance Snapshot (2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of aggregate Board/committee meetings; all directors attended 2024 annual meeting |
| Compensation Committee | 5 | See attendance note above |