John Curnutte
About John Curnutte
Independent director at Pliant Therapeutics since August 2017, age 73; Harvard AB in Biochemistry & Molecular Biology and MD/PhD in Biological Chemistry (Harvard Medical School). Retired EVP of R&D at Portola Pharmaceuticals (2011–2019), previously CEO at 3‑V Biosciences, President of Schering‑Plough Biopharma (DNAX), senior management at Genentech; tenured faculty at The Scripps Research Institute; adjunct clinical professor of pediatrics at Stanford (1993–2013) . He was nominated for re‑election as a Class II director at the 2025 annual meeting . The Board deems him independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portola Pharmaceuticals | EVP, Research & Development | 2011–2019 | Led R&D in thrombosis/hematology; continues as consultant to Portola/Alexion/AstraZeneca |
| 3‑V Biosciences | Chief Executive Officer | Prior to 2011 (dates not specified) | Led biotechnology operations |
| Schering‑Plough Biopharma (DNAX) | President | Earlier career | Oversaw biopharma research |
| Genentech | Senior management positions | Earlier career | Senior R&D management |
| The Scripps Research Institute | Tenured faculty | Earlier career | Inflammation biochemistry; molecular genetics of congenital immune deficiencies |
| Stanford School of Medicine | Adjunct Clinical Professor (Pediatrics) | 1993–2013 | Clinical engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orchard Therapeutics | Director | Aug 2019–Jan 2024 | Company acquired by Kyowa Kirin |
| Diadexus, Inc. | Director | May 2015–Jun 2016 | Cardiovascular diagnostics |
| Portola/Alexion/AstraZeneca | Consultant | Post‑2019 | Ongoing consultancy after Portola acquisition |
Board Governance
- Committee assignments: Research & Development Committee member; committee is advisory (no delegated decision authority); chaired by Dr. Katharine Knobil . Not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence: Board determined all directors except CEO are independent under Nasdaq/SEC rules; Curnutte is independent .
- Attendance: In 2024, Board met 4 times; Audit (4), Compensation (5), Nominating & Governance (5); each director attended ≥75% of aggregate Board and committee meetings served; all directors attended the 2024 annual meeting .
- Board leadership: Lead Independent Director is Dr. Hoyoung Huh; CEO is separate from lead director, consistent with governance best practices .
Fixed Compensation
| Year | Annual Board Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Notes |
|---|---|---|---|---|
| Policy (2024) | 40,000 | Audit: 8,500; Compensation: 6,000; Nominating & Governance: 5,000; R&D: 5,000 | Audit: 17,000; Compensation: 12,000; Nominating & Governance: 10,000; R&D: 10,000 | Amended & restated non‑employee director compensation policy (cash, prorated for partial year) |
| 2024 Actual (Curnutte) | Fees earned: 47,700 | Included in fees | N/A | Total fees $47,700; not a committee chair |
Performance Compensation
| Year | Equity Instrument | Grant Date | Number of Shares | Grant Date FV ($) | Vesting Terms |
|---|---|---|---|---|---|
| Policy (Initial) | Stock Options | Upon initial election | Sized to $500,000 value | 500,000 | Vest monthly over 3 years; exercise at grant date price; full acceleration upon sale |
| Policy (Annual) | Stock Options | Annual meeting date | Sized to $250,000 value | 250,000 | Vest in equal quarterly installments over 1 year or until next annual meeting; full acceleration upon sale |
| 2024 Actual (Curnutte) | Stock Options | 2024 annual grant (date not specified in table) | — | 229,100 | Option awards grant date fair value; director annual grant per policy; vesting per policy |
Performance metrics for director equity are not discrete operational targets; compensation is primarily equity options whose value aligns with share price performance and vesting schedules per policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Orchard Therapeutics | Public (until acquisition) | Director (former) | No related‑party transactions disclosed with Pliant |
| Diadexus | Public (former) | Director (former) | No related‑party transactions disclosed |
| Portola/Alexion/AstraZeneca | Pharma | Consultant | Ongoing consultancy; no related‑party transactions with Pliant disclosed; monitor for potential conflicts if counterparties overlap with Pliant business |
Expertise & Qualifications
- Deep R&D and clinical development leadership across biopharma; prior executive roles at Portola, DNAX/Schering‑Plough, Genentech .
- Academic credentials and research focus in inflammation and immunodeficiencies; Harvard MD/PhD, Harvard AB .
- Committee relevance: Service on R&D Committee bringing domain expertise to pipeline decisions .
Equity Ownership
| As of | Shares Held Directly | Options Exercisable Within 60 Days | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Mar 31, 2025 | 29,278 | 83,427 | 112,705 | <1% | Beneficial ownership per SEC rules; options within 60 days included in total |
| Dec 31, 2024 | — | Options held: 90,118 | — | — | Aggregate options held; not all necessarily exercisable at year‑end |
- Pledging/Hedging: Company policy prohibits hedging or pledging by directors and executives; derivatives and margin accounts disallowed .
- Ownership alignment: Majority of director pay delivered via options; annual equity grants sized by policy align incentives with TSR .
Insider Trades
| Filing Date | Document Date | Form | Summary/Link |
|---|---|---|---|
| Jun 9, 2025 | Jun 5, 2025 | Form 4 | Statement of changes in beneficial ownership (director filing; typical around annual grant timing) |
| Jun 17, 2024 | Jun 13, 2024 | Form 4 | Statement of changes in beneficial ownership (director filing) |
| Jun 20, 2022 | Jun 16, 2022 | Form 4 | Statement of changes in beneficial ownership (historical) |
Section 16 compliance: Company reports all required filings were timely for 2024 .
Governance Assessment
- Strengths: Independent director with deep R&D leadership; service on R&D Committee is aligned with domain expertise; solid attendance record; director equity is option‑based with vesting aligned to shareholder value; anti‑hedging/pledging policy supports alignment .
- Risks/Watch items:
- Ongoing consultancy to Portola/Alexion/AstraZeneca could present potential conflict vectors if counterparty relationships intersect with Pliant; no related‑party transactions disclosed since Jan 1, 2024, but monitor disclosures and Audit Committee oversight .
- 2024 Say‑on‑Pay support was 45.3%—a notable governance signal; Board undertook outreach and policy changes (equity grant timing; enhanced disclosure); while primarily about executive pay, it reflects investor scrutiny of compensation governance overseen by the Board .
- Controls: Robust related‑party transaction policy; Audit Committee reviews and approves such transactions; Code of Conduct requires conflict disclosure . Clawback policy (Rule 10D‑1 compliant) applies to executives; directors are subject to trading/hedging restrictions .
Overall: Curnutte’s independent status, tenure, and specialized R&D expertise enhance board effectiveness on pipeline oversight; equity‑heavy director pay and anti‑hedging rules support alignment. Maintain vigilance on external consultancy interactions and compensation governance responsiveness to shareholder feedback .