David Pyott
About David Pyott
David Pyott (age 71) has served as an independent director of Pliant Therapeutics since January 2021. He was Chairperson and CEO of Allergan, Inc. from 1998–2015, previously led the Novartis Nutrition Division and sat on Novartis AG’s Executive Committee. He holds an MA from the University of Edinburgh, an MBA from London Business School (where he serves as Governing Board chair), and a Diploma in International and European Law from the University of Amsterdam; he is also a Trustee of Caltech and Vice President of the Ophthalmology Foundation .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Allergan, Inc. | Chairperson & CEO | 1998–2015 | Led strategic and operational growth; industry leadership |
| Novartis AG | Head, Novartis Nutrition Division; Executive Committee Member | Not disclosed (prior to Allergan role) | Global operating leadership |
| Royal Philips (Netherlands) | Supervisory Board Member | 2015–2025 | Oversight at diversified health technology firm |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Alnylam Pharmaceuticals | Director | Not disclosed | Current public company director |
| BioMarin Pharmaceutical | Director | Not disclosed | Current public company director |
| London Business School | Governing Board Chair | Not disclosed | Governance leadership in academia |
| California Institute of Technology | Trustee | Not disclosed | Non-profit oversight |
| Ophthalmology Foundation | Vice President | Not disclosed | Sector philanthropy |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Pyott is independent under Nasdaq/SEC rules .
- Committee assignments (current): Audit Committee member; designated “audit committee financial expert.” Nominating & Corporate Governance Committee member .
- Committee assignments (prior year): Served on Compensation Committee in 2024; no longer listed in 2025 .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (virtual) .
- Board leadership: Lead Independent Director is Hoyoung Huh; CEO/Chair roles are separated .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (annual retainer + committee fees) | $53,000 | $53,950 |
| Director fee schedule (policy) | Board retainer $40,000; Lead Director add’l $30,000; Audit Chair $17,000/Audit member $8,500; Compensation Chair $12,000/Comp member $6,000; N&CG Chair $10,000/N&CG member $5,000; R&D Chair $10,000/R&D member $5,000 | Board retainer $40,000; Lead Director add’l $30,000; Audit Chair $17,000/Audit member $8,500; Compensation Chair $12,000/Comp member $6,000; N&CG Chair $10,000/N&CG member $5,000; R&D Chair $10,000/R&D member $5,000 |
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-of-Control Terms | Notes |
|---|---|---|---|---|
| Annual Director Option Grant | $222,460 (2023) | Equal quarterly over 1 year; full vest by next annual meeting or 1-year anniversary | Full acceleration upon sale of the company | Exercise price = closing price on grant date; sized to ~$250k policy value |
| Annual Director Option Grant | $229,100 (2024) | Equal quarterly over 1 year; full vest by next annual meeting or 1-year anniversary | Full acceleration upon sale of the company | Policy caps total director comp at $750k ($1M in initial year) |
Note: PLRX uses time-based stock options for directors; no performance metrics (e.g., TSR, EBITDA) are attached to director awards. Equity grant timing/structure and values are set by the non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Industry Overlap with PLRX | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Alnylam Pharmaceuticals | Biopharma (RNAi therapeutics) | Director | No related-party transactions disclosed with PLRX |
| BioMarin Pharmaceutical | Biopharma (rare disease) | Director | No related-party transactions disclosed with PLRX |
| Royal Philips (ended 2025) | Health technology | Supervisory Board Member (2015–2025) | No related-party transactions disclosed with PLRX |
Expertise & Qualifications
- Former large-cap biopharma CEO (Allergan) with global operating and commercial expertise .
- Audit committee financial expert designation, evidencing financial literacy for audit oversight .
- Broad governance roles across public companies and academia (LBS chair, Caltech trustee) .
- International law and business credentials; life sciences sector leadership .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 68,859 (includes options exercisable within 60 days) | 88,932 (includes options exercisable within 60 days) |
| Percent of outstanding | <1% | <1% |
| Director option holdings (as of 12/31/2024) | Options to purchase 95,623 shares | — |
| Pledging/hedging policy | Company prohibits pledging/hedging/derivatives by directors | Company prohibits pledging/hedging/derivatives by directors |
Insider Trades (Form 4)
| Date | Filing | Summary |
|---|---|---|
| 2024-06-17 | Form 4 (Pyott David E I) | Reported transaction as director; details per filing |
| 2025-06-09 | Form 4 (Pyott David E I) | Reported transaction (noted 10b5-1 plan checkbox); details per filing |
Company disclosed timely Section 16 compliance in 2023 for directors and officers .
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; sits on Audit and Nominating & Corporate Governance committees (supports oversight quality) .
- Attendance at or above 75% threshold and participation at annual meeting; consistent engagement .
- No related-party transactions involving Pyott; strong policy framework (clawback; anti-hedging/pledging) .
- Watch items:
- Director equity awards are time-based options with single-trigger acceleration upon sale of the company, which can be a shareholder sensitivity point in change-of-control contexts .
- Multiple external board commitments (Alnylam, BioMarin; ended Philips) increase time demands; no conflicts disclosed, but monitoring is prudent .
- Broader PLRX governance context: 2024 say-on-pay support dropped to ~45.3%, prompting shareholder outreach and compensation changes; while executive-focused, it signals elevated investor scrutiny of governance/compensation practices .
Director Compensation (mix and trend)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash fees | $53,000 | $53,950 | Based on fee schedule and committee service |
| Option awards (grant date fair value) | $222,460 | $229,100 | Annual option grant per policy; vest quarterly over 1 year |
| Total | $275,460 | $283,050 | Within policy caps ($750k; $1M in initial year) |
Committee Roles Summary
| Committee | 2024 | 2025 | Notes |
|---|---|---|---|
| Audit | Member; financial expert | Member; financial expert | Chair changed to Steve Krognes in 2025 |
| Compensation | Member | Not listed | 2025 composition excludes Pyott |
| Nominating & Corporate Governance | Not listed | Member | Chair: Gayle Crowell |
Policies and Controls (relevant to conflicts and alignment)
- Insider trading policy prohibits short sales, derivatives/hedging, margin use, and pledging for directors .
- Compensation clawback policy updated to SEC Rule 10D-1/Nasdaq standards .
- Related party transaction policy and audit committee oversight; no transactions >$120k since Jan 1, 2023 .
- Audit pre-approval procedures for auditor services; independence affirmed .
RED FLAGS
- Single-trigger acceleration of director options upon a sale of the company could be viewed as misaligned with long-term performance if a transaction occurs; consider monitoring any changes to director equity structure .
- Elevated external commitments across multiple boards may pose bandwidth risks; continued strong attendance mitigates concern but should be tracked .