Suzanne Bruhn
About Suzanne Bruhn
Suzanne Bruhn, Ph.D., is an independent Class III director of Pliant Therapeutics (PLRX), serving since July 2016; her current term expires at the 2026 annual meeting. She is 61 years old and currently serves as Chief Executive Officer of the Charcot-Marie-Tooth Association; she holds a B.S. in Chemistry (Iowa State), a Ph.D. in Chemistry (MIT), and completed a postdoctoral fellowship in human genetics at Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charcot-Marie-Tooth Association | Chief Executive Officer | Current (as of Apr 23, 2025) | Patient advocacy in rare neuropathies; leadership experience |
| Tiaki Therapeutics | President & CEO | May 2019 – Oct 2023 | Preclinical biotech leadership |
| Proclara Biosciences | President & CEO | Apr 2017 – Sep 2018 | Clinical-stage biotech leadership |
| Promedior, Inc. | President & CEO | May 2012 – Nov 2015 | Fibrosis therapies; executive leadership |
| Shire Human Genetic Therapies (HGT), Shire PLC | Senior roles incl. SVP Strategic Planning & Program Management; Head Global Regulatory Affairs | ~13 years (prior to 2012) | Orphan disease development/regulatory expertise |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| Travere Therapeutics, Inc. | Director | Apr 2020 | Public, commercial biotech |
| Vigil Neuroscience | Director | Jul 2022 | Public biotech |
| MindMed | Director | Aug 2022 | Public biotech |
| Aeglea BioTherapeutics, Inc. | Director (prior) | Feb 2017 – Aug 2020 | Public biotherapeutics (prior) |
| Novelion Therapeutics, Inc. | Director (prior) | Oct 2017 – Jan 2020 | Public pharma (prior) |
| Raptor Pharmaceuticals Corp. | Director (prior) | Apr 2011 – Oct 2016 | Acquired by Horizon Pharma (prior) |
| Avalo Therapeutics, Inc. (f/k/a Cerecor Inc.) | Director (prior) | Apr 2020 – Dec 2021 | Public pharma (prior) |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under Nasdaq and SEC rules; Bruhn is independent .
- Committee assignments: Member, Compensation Committee (chair: Darren Cline); Member, Nominating & Corporate Governance Committee (chair: Gayle Crowell) .
- Attendance: In 2024, the board met 4 times; Audit met 4, Compensation met 5, Nominating met 5. Each director attended at least 75% of aggregate board and committee meetings .
- Tenure: Director since July 2016; Class III term expires in 2026 .
- Board leadership: Lead Director is Hoyoung Huh; CEO and lead director roles are separated .
- Insider trading policy: Directors are prohibited from short sales, derivatives, hedging, margin pledging, and pledging company securities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $53,700 | Actual cash director compensation for 2024 |
| Policy – Annual Board Retainer | $40,000 | Non-employee director compensation policy |
| Policy – Compensation Committee Member | $6,000 | Annual member retainer (non-chair) |
| Policy – Nominating & Corporate Governance Member | $5,000 | Annual member retainer (non-chair) |
Performance Compensation
| Component | Amount | Vesting/Terms |
|---|---|---|
| Option Awards (2024 grant-date fair value) | $229,100 | Annual director option grant; vests in equal quarterly installments over 1 year; full vesting on earlier of one-year anniversary or next annual meeting; accelerated upon sale of company |
| Director Annual Grant Policy | $250,000 grant-date value | Set using 30-day average stock price; exercise price = grant date close |
Performance Metrics Tied to Director Compensation
| Metric Category | Presence | Details |
|---|---|---|
| Quantitative/TSR/ESG metrics for director equity | None disclosed | Director equity is time-based options; no performance metrics stated |
Other Directorships & Interlocks
| Relationship Type | Observation |
|---|---|
| External public company boards | Travere Therapeutics; Vigil Neuroscience; MindMed |
| Interlocks/potential conflicts | No related-party transactions >$120,000 involving directors disclosed since Jan 1, 2024 |
| Lead independent oversight | Separate lead director; committee independence affirmed |
Expertise & Qualifications
- Orphan disease and fibrosis development expertise; prior senior regulatory leadership (Shire HGT) .
- Multiple biotech CEO roles across clinical and preclinical stages, indicating operational and strategic execution capability .
- Broad public board experience across biopharma, supporting governance and industry network breadth .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Suzanne Bruhn, Ph.D. | 35,081 | 83,421 | 118,502 | <1% |
| Options held (Dec 31, 2024, total) | — | 90,112 | As-of 12/31/2024 options total | — |
| Hedging/Pledging | Prohibited | Insider trading policy bars hedging and pledging |
Governance Assessment
-
Strengths:
- Independent director with deep rare disease and fibrosis development background; seasoned governance contributor via Compensation and Nominating committees .
- Strong ownership alignment via director option grants and meaningful beneficial ownership (118,502 shares/options combined), with anti-hedging/pledging policy in place .
- Attendance threshold met across board and committee meetings; board leadership separation supports oversight quality .
-
Watch items and potential red flags:
- 2024 say-on-pay support fell to 45.3% vs. 97.2% (2023) and 99.6% (2022), indicating investor concerns around pay-for-performance; as a Compensation Committee member, Bruhn is part of the response and ongoing oversight .
- Director compensation mix is heavily equity-based via options; while aligning interests, time-based vesting lacks explicit performance conditions, which some investors may view as less rigorous than PSUs at later commercialization stages .
-
Conflicts/related party:
- No related-party transactions involving Bruhn disclosed; standard indemnification agreements in place .
-
Committee effectiveness signals:
- Compensation Committee engaged an independent consultant (Pearl Meyer) and adopted changes and disclosures post-investor outreach; Bruhn signed the Compensation Committee Report, signaling involvement in program oversight and responsiveness .
Overall: Bruhn’s independent status, relevant domain expertise, and committee roles support board effectiveness. The 2024 say-on-pay outcome is a governance overhang; continued monitoring of compensation structure rigor and investor feedback is warranted .