Steve Krognes
About Steve Krognes
Steve Krognes (age 56) is an independent Class III director of Pliant Therapeutics, serving since June 13, 2024, with a term expiring at the 2026 annual meeting; he chairs the Audit Committee and is designated an audit committee financial expert. He previously served as CFO and Treasurer of Denali Therapeutics (2015–2022), CFO and Executive Committee member at Genentech (2009–2015), Head of M&A at Roche (2004–2009), and Director of M&A at Danske Bank (2002–2003); he holds an MBA from Harvard Business School and a BS in Economics from Wharton. The Board determined he is independent under SEC and Nasdaq rules; attendance across Board and committees in 2024 met the company’s 75% threshold, and all directors attended the 2024 annual meeting. As of March 31, 2025, he beneficially owned 16,355 shares (<1%) of PLRX common stock, with prohibitions on hedging and pledging under the insider trading policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denali Therapeutics Inc. | Chief Financial Officer & Treasurer | Oct 2015–Apr 2022 | Senior finance leadership across a public biotech |
| Genentech, Inc. | Chief Financial Officer; Executive Committee member; Oversaw IT (2009–2011) and Site Services (2011–2015) | Apr 2009–Sep 2015 | Chaired Genentech Access to Care Foundation (2009–2015) |
| Roche Holding AG | Head of Mergers & Acquisitions; Finance Executive Committee member | Jan 2004–Apr 2009 | Led strategic M&A for global biotech parent |
| Danske Bank A/S | Director of M&A | Jul 2002–Dec 2003 | Corporate development in banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Denali Therapeutics | Director | Since May 2022 | Public company board service |
| Guardant Health, Inc. | Director | Since Jul 2022 | Public company board service |
| argenx SE | Director | Since Feb 2023 | Public company board service |
| ClavystBio (private) | Director | Since Sep 2023 | Private company board service (Singapore) |
| Gritstone bio | Former Director | Jul 2018–Jun 2024 | Prior public company board service |
| Corvus Pharmaceuticals, Inc. | Former Director | Mar 2016–Jun 2021 | Prior public company board service |
| RLS Global AB | Former Director | Jan 2015–Jan 2023 | Prior public company board service |
| California Life Science Association | Board Member | 2010–2015 | Industry non-profit governance |
| California Academy of Sciences | Board Member | 2014–2018 | Non-profit governance |
Board Governance
- Committees: Audit (Chair), Compensation (not a member), Nominating & Corporate Governance (not a member), Research & Development (not a member); the Audit Committee members are independent and include Krognes (Chair), Crowell, Pyott, and (until retirement at the 2025 annual meeting) Shah; Krognes, Shah, and Pyott are designated financial experts.
- Independence: All directors except the CEO are independent under Nasdaq/SEC standards; Krognes was determined independent upon appointment.
- Attendance: In 2024, the Board met 4 times; Audit 4; Compensation 5; Nominating & Corporate Governance 5. Each director attended ≥75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting.
- Audit Committee report: The committee recommended inclusion of audited financials in the 2024 Form 10-K and confirmed Deloitte’s independence.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash Fees Earned | $31,162 | Pro-rated for June–Dec service; reflects Board retainer and Audit Chair fees |
| Standard Annual Board Retainer | $40,000 | Policy amounts set by amended non-employee director compensation policy |
| Standard Additional Retainer – Lead Director | $30,000 | Applicable if serving as Lead Independent Director (not Krognes) |
| Standard Additional Retainer – Audit Chair | $17,000 | Chair premium per policy; Krognes eligible |
| Standard Additional Retainer – Audit Member (non-chair) | $8,500 | Committee member fee |
| Standard Additional Retainer – Compensation Chair/Member | $12,000 / $6,000 | Committee fee schedule |
| Standard Additional Retainer – Nominating Chair/Member | $10,000 / $5,000 | Committee fee schedule |
| Standard Additional Retainer – R&D Chair/Member | $10,000 / $5,000 | Committee fee schedule |
Performance Compensation
| Grant | Grant Date | Type | Shares / Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| Initial Director Option Grant | Jun 13, 2024 | Non-statutory stock option | 53,528 options; $469,976 fair value | Monthly over 3 years (service-based) | Exercise price = closing price on grant date; standard indemnification; independent upon appointment |
| Policy – Director Initial Grant | Upon initial election | Non-statutory stock option | Target grant-date value $500,000 | Monthly over 3 years | Exercise price = closing price; full acceleration upon sale of company |
| Policy – Director Annual Grant | Annual meeting date | Non-statutory stock option | Target grant-date value $250,000 | Equal quarterly over 1 year; vests fully by next annual meeting or 1-year anniversary | Exercise price = closing price; subject to service; acceleration upon sale |
- Performance metrics: Director equity awards are service-vested; no quantitative performance measures (e.g., revenue/EBITDA/TSR) are tied to director compensation.
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Denali Therapeutics | Biotech (neurodegeneration) | Director | No related-party transactions requiring disclosure with PLRX; Board policy screens related-person transactions via Audit Committee |
| Guardant Health | Diagnostics (oncology) | Director | No PLRX-related transactions disclosed; hedging/pledging prohibited at PLRX |
| argenx SE | Biotech (autoimmune) | Director | No PLRX-related transactions disclosed |
| ClavystBio (private) | Venture/biotech | Director | No PLRX-related transactions disclosed |
Expertise & Qualifications
- Audit-committee financial expert; deep CFO experience (Genentech, Denali) and senior finance/M&A background (Roche, Danske Bank).
- Oversight of IT and Site Services at Genentech; chaired Genentech Access to Care Foundation.
- Education: MBA (Harvard), BS Economics (Wharton).
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,355 | As of March 31, 2025; less than 1% |
| Options held | 53,528 | As of Dec 31, 2024; initial grant on appointment |
| Shares outstanding (reference) | 61,386,278 | Basis for % ownership calculation |
| Ownership % of outstanding | ~0.03% | Derived from 16,355 / 61,386,278; indicates minimal concentration |
| Hedging/Pledging policy | Prohibited | Policy bars short sales, derivatives/hedges, margin pledging for directors |
Governance Assessment
- Strengths: Independent director and Audit Chair with CFO/M&A pedigree; designated audit financial expert; attendance met or exceeded 75% threshold; robust Audit Committee pre-approval and independence procedures; insider trading policy prohibits hedging/pledging, aligning with shareholder-friendly practices.
- Compensation alignment: Director pay is modest cash plus equity options with service-based vesting; initial grant sized to $500k (policy) and annual grants at $250k; 2024 actual option grant value $469,976 and cash fees $31,162 indicate equity-heavy mix that aligns director incentives with long-term stock performance.
- Conflicts/related-party exposure: Company discloses no related-party transactions >$120k since Jan 1, 2024; appointment 8-K confirms no Item 404(a) transactions involving Krognes; Related Person Transaction Policy assigns screening to Audit Committee.
- Shareholder signals: Say-on-pay failed in June 2024 (23.48M For vs 28.33M Against), prompting compensation program enhancements and continued use of independent consultant (Pearl Meyer); while focused on executive pay, it indicates engaged shareholder scrutiny of governance/comp.
RED FLAGS to monitor:
- Multiple concurrent public boards could create time/attention constraints in periods of heightened audit risk; continued attendance and engagement should be tracked.
- 2024 say-on-pay failure suggests investor sensitivity to compensation governance; while not director-specific, it increases the bar for audit and board oversight credibility.