Gayle Crowell
About Gayle Crowell
Independent director of Pliant Therapeutics (PLRX) since December 2019; age 74; former CEO of RightPoint Software and President/board member of E.piphany (CRM software). She spent 18 years as an operational business consultant with Warburg Pincus, and currently serves on multiple boards across fintech and software. Education: undergraduate degree in education from the University of Nevada at Reno. Independence: the Board determined all directors except the CEO are independent under Nasdaq/SEC rules. Attendance: met the 75%+ threshold for Board/committee meetings in 2024; attended the 2024 annual stockholder meeting. Lead Director: Hoyoung Huh (not Crowell).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RightPoint Software | Chief Executive Officer | 1998–2000 (acquired by E.piphany in 2000) | Led company through sale to E.piphany |
| E.piphany, Inc. | President and Board Member | Jan 2000–Jun 2001 (acquired by SSA Global in 2005) | Executive leadership in CRM software |
| Warburg Pincus LLC | Operational Business Consultant | Jun 2001–Jan 2019 | Portfolio operating support across 25+ companies |
External Roles
| Organization | Role | Tenure | Public/Private | Notes/Committees |
|---|---|---|---|---|
| Envestnet, Inc. | Director | Mar 2016–present | Public | Continued service post-Yodlee acquisition |
| Yodlee, Inc. | Lead Independent Director; Director | Lead: Mar 2014–Nov 2015; Director: Jul 2002–Nov 2015 | Public (until 2015) | Acquired by Envestnet in Nov 2015 |
| Hercules Technology Growth Capital | Director | Feb 4, 2019–present | Public | Specialty finance board role |
| Fexa | Lead Director | Aug 2023–present | Private | Facilities management software |
| Instinct Science | Executive Chair | Apr 2022–present | Private | Veterinary cloud record management |
| Centerbase | Executive Chair | Oct 2022–present | Private | Legal practice management software |
| Dude Solutions; MercuryGate International | Director (prior) | 2014–2019; 2014–2018 | Private | Prior board experience |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair. Not designated as an Audit Committee “financial expert” (Krognes, Shah, Pyott are designated), but Board determined all Audit members are financially literate/independent.
- Independence: Board deemed all directors except the CEO independent under Nasdaq/SEC rules.
- Attendance/engagement: Board met 4x in 2024; Audit 4x, Compensation 5x, Nominating & Corporate Governance 5x. Each director met ≥75% attendance and attended the 2024 annual meeting.
- Insider trading, pledging/hedging: Company policy prohibits hedging and pledging by directors and officers.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Cash fees (2024) | $58,500 | Matches policy components below |
| Base annual Board retainer | $40,000 | Applies to all non-employee directors |
| Nominating & Corporate Governance chair retainer | $10,000 | Crowell is chair |
| Audit Committee member retainer | $8,500 | Crowell is a member |
Performance Compensation
| Item | 2024 Value/Terms | Vesting/Structure |
|---|---|---|
| Option award grant date fair value (2024) | $229,100 | Annual options sized at $250,000 grant-date value; vest in equal quarterly installments over one year and fully by next annual meeting (or earlier of one-year anniversary) |
| Exercise price basis | Closing price on grant date | Standard non-statutory options |
| Change-of-control treatment | Full vesting acceleration for director option grants upon sale of company | Cessation of vesting upon resignation unless Board determines otherwise |
| Equity grant timing governance | No grants 4 business days before/1 day after material news; re-assess grant sizing if 30-day avg price shifts ±20% from sizing reference | Adopted Sept 2024 to mitigate misalignment risk with TSR |
Note: PLRX delivers director equity via stock options only (no RSUs/PSUs for directors), emphasizing alignment through at-risk, stock-price-driven compensation.
Other Directorships & Interlocks
| PLRX Relationship | External Entity | Potential Interlock/Conflict |
|---|---|---|
| Independent director; Audit and NCG chair | Envestnet (Public fintech) | Different industry; no disclosed related-party transactions with PLRX. |
| Independent director | Hercules Technology Growth Capital (Public finance) | Different industry; no disclosed related-party transactions with PLRX. |
| Prior lead independent director | Yodlee (acquired by Envestnet) | Historical; no current PLRX dealings disclosed. |
PLRX’s 2025 proxy states there were no related party transactions >$120,000 involving directors for 2024.
Expertise & Qualifications
- Senior operating executive in enterprise software (CEO RightPoint; President/board member E.piphany) and long-tenured operational consultant at Warburg Pincus; extensive public/private board experience (25+ corporations).
- Governance leadership: chair of Nominating & Corporate Governance; member Audit Committee.
- Education: undergraduate degree in education (University of Nevada at Reno).
- Not designated “audit committee financial expert,” though Audit members are independent and financially knowledgeable per Board.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 87,533 shares (options exercisable within 60 days) |
| Ownership as % of shares outstanding | <1% (61,386,278 shares outstanding) |
| Director options held (as of Dec 31, 2024) | 94,224 options to purchase common stock |
| Pledging/hedging | Prohibited by company policy |
Governance Assessment
- Board effectiveness: Crowell chairs director nominations/governance (selection, independence assessment, board/committee evaluations, continuing education), a core governance lever; she also serves on Audit, supporting oversight of financial reporting and cybersecurity.
- Independence/engagement: Independent, met attendance thresholds, and participates across two key committees.
- Compensation and alignment: Director pay emphasizes at-risk equity via options, with cash retainer consistent with policy; change-of-control acceleration applies to director options. No director ownership guidelines disclosed; however, corporate policy bans hedging/pledging, supporting alignment.
- Shareholder signals: PLRX’s 2024 say-on-pay support fell to 45.3%, prompting enhanced outreach, disclosure, and grant timing reforms; while this focuses on executive pay, it reflects broader investor scrutiny of compensation governance that the Board (including Crowell’s NCG leadership) addressed.
- Conflicts/related parties: No related-party transactions disclosed involving Crowell; indemnification agreements and related person transaction policy in place and overseen by Audit.
Director Compensation (2024)
| Component | Amount (USD) |
|---|---|
| Fees earned (cash) | $58,500 |
| Option awards (grant date fair value) | $229,100 |
| Total | $287,600 |
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: For fiscal year 2024, all required insider ownership reports were filed timely, based on company review and director/officer representations.
Compensation Peer Group (Executive Pay Benchmarking Context)
| Representative peers (selection criteria: pre-commercial Phase 2/3 biopharma; $350mm–$3.5bn market cap; biotech hubs) |
|---|
| 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 |
Note: Peer group usage pertains to PLRX’s executive compensation; director compensation follows the Board’s non-employee director policy.
RED FLAGS and Risk Indicators
- Say-on-pay decline: 2024 support at 45.3% indicates investor dissatisfaction with executive compensation alignment; Board responded with policy changes (equity grant timing) and outreach.
- Audit financial expert designation: Crowell is not designated as an “audit committee financial expert,” though committee has multiple designated experts and all members deemed financially literate/independent.
- Pledging/hedging: Prohibited—positive governance; no pledging disclosed for Crowell.
- Related-party transactions: None disclosed involving Crowell in 2024—positive governance.
Employment & Contracts (Director-Specific)
- Indemnification agreements: Standard indemnification/expense coverage per bylaws and agreements; consistent with Delaware law.
- Director equity acceleration: Full acceleration of director options upon sale of the company.
Say-On-Pay & Shareholder Feedback (Context)
| Year | Say-on-Pay approval |
|---|---|
| 2022 | 99.6% |
| 2023 | 97.2% |
| 2024 | 45.3% |
Company outreach post-2024: engaged holders representing ~62% of shares; Chair of Compensation Committee attended 67% of engagement meetings; implemented grant timing policy and expanded disclosure.
Summary Implications for Investors
- Crowell’s governance footprint is meaningful: chairing NCG and serving on Audit underpins board composition quality, independence oversight, and financial reporting oversight.
- Compensation alignment for directors leans heavily toward options, reinforcing stock-price alignment and risk-sharing; no related-party ties or pledging/hedging—a positive.
- Broader governance watchpoint: weak 2024 say-on-pay signals prior misalignment concerns; the Board’s remedial actions and enhanced disclosures mitigate but remain an area to monitor.