Keith Cummings
About Keith Cummings
Keith Cummings, M.D., M.B.A., is Chief Financial Officer of Pliant Therapeutics and has served as an executive officer since December 2018; he is 48 as of April 23, 2025 and holds a B.S. in Biochemistry (NC State), an M.B.A. (Duke Fuqua), and an M.D. (Duke) . The company’s annual cash incentives emphasize clinical and program execution (55%), research (15%), and finance/operations (30%); the 2024 bonus pool funded at 100% with individual modifiers of 100–110% for NEOs . 2022 Incentive Program PSUs were tied 50% to clinical milestones (achieved) and 50% to relative TSR; TSR performance of -41.09% through June 30, 2024 equated to 27.5th percentile vs. Nasdaq Biotech Index, vesting 55% of the TSR portion . As a pre-commercial biotech, Pliant’s compensation program is linked predominantly to strategic and operational goals rather than financial metrics like revenue or EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Global Markets (Healthcare IB) | Director | 2014–2018 | Senior coverage in healthcare investment banking; prior IB experience informs capital strategy |
| Lehman Brothers / Barclays Investment Bank | Vice President | 2009–2014 | Investment banking roles prior to Citigroup |
External Roles
Not disclosed in company filings reviewed .
Fixed Compensation
Base Salary
| Named Executive Officer | 2022 Annual Base Salary ($) | 2023 Annual Base Salary ($) | 2024 Annual Base Salary ($) |
|---|---|---|---|
| Keith Cummings, M.D., M.B.A. | 427,200 | 452,800 | 484,496 |
Other Fixed Compensation (401k and minor benefits)
| Year | All Other Compensation ($) |
|---|---|
| 2022 | 13,000 |
| 2023 | 14,000 |
| 2024 | 15,400 |
Compensation Summary (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 427,200 | 452,800 | 484,496 |
| Stock Awards | 1,810,400 | 1,871,100 | 963,560 |
| Option Awards | 970,610 | 1,883,664 | 1,423,240 |
| Non-Equity Incentive | 222,144 | 217,344 | 213,178 |
| All Other Compensation | 13,000 | 14,000 | 15,400 |
| Total | 3,443,354 | 4,438,908 | 3,099,874 |
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric Category | Weighting | Result |
|---|---|---|
| Program Goals (Bexotegrast clinical/regulatory; PLN-101095 program) | 55% | 55% |
| Research (POCs for early-stage projects) | 15% | 15% |
| Finance & Operational (budget variance, 3-year plan, talent engagement) | 30% | 30% |
| Aggregate bonus pool funding | — | 100% (individual differentiation allowed) |
Individual Bonus Opportunity (2024)
| Executive | Target Bonus (%) | Target Bonus ($) | Actual Payment ($) |
|---|---|---|---|
| Keith Cummings, M.D., M.B.A. | 40% | 193,798 | 213,178 |
The Committee approved individual performance achievement modifiers of 100–110% for NEOs; CEO payout based only on corporate performance .
2024 Equity Grants (Grant Date: Jan 23, 2024)
| Award Type | Shares Granted (#) | Exercise/Base Price ($/Sh) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | 110,500 | 17.44 | 1,423,240 | 1/48th monthly from Jan 1, 2024, continuous service required |
| RSUs | 55,250 | — | 963,560 | 3 equal annual installments beginning Jan 16, 2024 |
Outstanding Equity Awards (FY-end 2024)
| Vesting Commencement | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 12/1/2018 | 76,047 | — | 2.08 | 1/24/2029 | — | — |
| 3/31/2020 | 18,198 | — | 6.22 | 3/31/2030 | — | — |
| 1/1/2021 | 72,703 | 1,547 | 26.50 | 1/23/2031 | — | — |
| 1/1/2022 | 90,416 | 33,584 | 11.86 | 1/26/2032 | — | — |
| 1/1/2023 | 36,512 | 39,688 | 34.65 | 1/25/2033 | — | — |
| 1/16/2023 | — | — | — | — | 36,000 | 474,120 |
| 1/1/2024 | 25,322 | 85,178 | 17.44 | 1/23/2034 | — | — |
| 1/16/2024 | — | — | — | — | 55,250 | 727,643 |
RSU market values based on $13.17 closing price on Dec 31, 2024 .
2024 Realized Equity
| Transaction Type | Shares | Value Realized ($) |
|---|---|---|
| Option Exercises | 21,000 | 234,570 |
| Stock Vested (RSUs) | 39,313 | 552,276 |
PSU Program (Retention and TSR)
| PSU Component | Performance Measure | Performance Period | Result | Payout Treatment |
|---|---|---|---|---|
| Operational (50%) | IPF program milestones | Through 2023 | Achieved | Vested per plan |
| Relative TSR (50%) | TSR vs. Nasdaq Biotechnology Index | Through Q2 2024 | -41.09% absolute TSR; 27.5th percentile vs. index | 55% of TSR portion vested (straight-line interpolation; capped at target if absolute TSR negative) |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (Total Shares) | 570,327 (less than 1%) |
| Direct/Common Shares | 207,775 |
| Options Exercisable within 60 Days | 362,552 |
- Insider trading policy prohibits short sales, hedging, derivative transactions, margin use, and pledging of company securities by executive officers and directors .
- Company maintains a clawback policy aligned with SEC/Nasdaq rules, enabling recovery of incentive compensation for restatements due to material noncompliance, covering the prior three fiscal years .
Employment Terms
Executive Severance Plan (Key Mechanics)
- Outside change-in-control period: 9 months of base salary for NEOs; pro‑rated target bonus; employer health contributions for up to 9 months; paid in installments, subject to release and covenants .
- Within 12 months post-change-in-control (double trigger): Lump sum 100% base salary + 100% target bonus for NEOs; lump-sum health contribution for 12 months; full acceleration of time‑based equity; performance awards deemed satisfied at target .
Potential Payments (as of Dec 31, 2024)
| Scenario | Salary + Bonus ($) | Health Care ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Non‑COC Qualifying Termination | 557,170 | 24,598 | — | 581,768 |
| COC Qualifying Termination | 678,294 | 32,797 | 1,245,758 | 1,956,849 |
Payments may be reduced to avoid 280G excise taxes if reduction yields higher net after-tax benefit .
Performance & Track Record
- CFO tenure since 2018 with repeated SEC filing signatories in 2025 (Q1/Q2 8-Ks) .
- Company’s pay-for-performance framework emphasizes share price, relative TSR, and clinical/program goals; less reliance on financial metrics like net loss or revenue for executive pay .
- 2022 Incentive PSUs supported retention and alignment to key clinical milestones and relative TSR outcomes .
Compensation Committee & Governance Notes
- Key policies: double-trigger equity acceleration on change-in-control, no CIC tax gross-ups, clawback policy, prohibition on hedging/pledging, independent compensation consultant, annual risk and peer reviews .
- Compensation consultants: Aon (through mid-2023) succeeded by Pearl Meyer; Committee reported no conflicts of interest .
- Say-on-pay: 2024 vote failed (For 23,479,353; Against 28,329,655; Abstain 10,277) ; 2023 approval ~97% of votes cast .
Investment Implications
- Alignment and retention: Significant ongoing equity exposure via options and RSUs with accelerated vesting on double-trigger CIC strengthens retention but creates potential event-driven payout leverage .
- Selling pressure: Monthly option vesting and annual RSU vesting cadence, combined with realized exercises/vesting in 2024 (21,000 options; 39,313 RSUs), can produce periodic supply overhang; policy prohibits hedging/pledging, reducing misalignment risk .
- Pay-for-performance sensitivity: Bonus tied to program execution, research, and operational discipline; TSR-based PSU outcomes were constrained by negative absolute TSR, limiting upside—indicative of tight linkage to shareholder returns and scientific milestones .
- Governance signal: 2024 failed say-on-pay suggests investor scrutiny on NEO pay structure and outcomes; expect potential adjustments in mix, metrics, or grant sizing by the Committee and consultant to address feedback .
- Ownership: Beneficial ownership under 1% (570,327 shares incl. options within 60 days) indicates meaningful but not dominant “skin in the game,” with compliance protected by stringent trading restrictions and clawback coverage .