Bernard Coulie
About Bernard Coulie
Bernard Coulie, M.D., Ph.D., M.B.A., age 59, is a Class III independent director of Septerna (term through the 2027 annual meeting; director since December 2023). He is President and CEO of Pliant Therapeutics (Nasdaq: PLRX) and a seasoned biopharma operator and board member with prior roles spanning R&D leadership, company formation, and academic medicine. He earned his M.D. and Ph.D. from the University of Leuven, Belgium, and his M.B.A. from Vlerick Business School, Leuven .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pliant Therapeutics, Inc. (Nasdaq: PLRX) | President, CEO, Director | Since Feb 2016 | Leads late-stage biopharma; public company CEO governance experience |
| ActoGeniX N.V. | Co-founder; VP R&D; Chief Medical Officer; CEO | 2006–2015; acquired by Intrexon in Feb 2015 | Built platform; led to exit; full-cycle company execution |
| Johnson & Johnson PRD Europe | Drug discovery and clinical development roles | Prior to 2006 (prior to ActoGeniX) | Large-cap pharma development and operational experience |
| Mayo Clinic / Mayo Medical School | Staff Physician; Assistant Professor; Mayo Foundation scholar | Earlier career | Academic medicine and clinical grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dualyx N.V. (private) | Chairman, Director | Current | Belgium-based biotechnology company |
| Charcot-Marie-Tooth Association | Board Member | Current | Non-profit patient advocacy organization |
| SQZ Biotechnologies Company | Director | Jul 2021–Mar 2024 | Acquired by STEMCELL Technologies Canada Acquisitions, Inc. |
| Calypso Biotech B.V. | Director | Feb 2019–Jan 2024 | Acquired by Novartis AG (NYSE: NVS) |
| Myoscience, Inc. | Director | Jun 2016–Mar 2019 | Acquired by Pacira BioSciences, Inc. |
| Biogazelle N.V. | Director | Jul 2015–Nov 2018 | Acquired by CellCarta Biosciences Inc. |
| ActoGeniX N.V. | Director | Apr 2010–Feb 2015 | Acquired by Intrexon |
Board Governance
- Independence: Board determined all members except CEO Jeffrey Finer and Alan Ezekowitz are independent; Coulie is independent under Nasdaq and SEC rules .
- Committees: Chairs Compensation Committee; Member of Nominating & Corporate Governance Committee; not on Audit Committee .
- Attendance: Board met 17 times in FY2024; each incumbent director participated in ≥75% of board and committee meetings .
- Tenure: Director since 2023; Class III, term expires at 2027 annual meeting .
| Committee | Role |
|---|---|
| Compensation Committee | Chair and Member |
| Nominating & Corporate Governance Committee | Member (chair is Abraham Bassan) |
| Audit Committee | Not a member (committee chaired by Shalini Sharp) |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash fees earned (director service) | $40,553 |
- Non-Employee Director Compensation Policy (effective upon IPO): Annual board retainer $40,000; Compensation Committee chair retainer $12,000; Nominating & Corporate Governance member retainer $5,000; additional chair/member retainers per policy .
Performance Compensation
| Grant | Grant Date | Shares | Exercise Price | Vesting | Fair Value (Grant-Date) |
|---|---|---|---|---|---|
| Director Option | Sep 2024 | 13,356 | $6.81 | 1/16 quarterly; vesting commenced at IPO; full acceleration on sale event; service- and performance-based (IPO or sale) | $114,995 |
| Additional Director Option | Mar 2024 | 9,871 | $2.76 | 1/16 quarterly; vesting commencement March 1, 2024; full acceleration on sale event | Included within total option awards |
| Metric | FY 2024 |
|---|---|
| Total option award fair value (director service) | $141,351 |
- Equity award design for directors includes accelerated vesting upon a company sale event, and in 2024 certain grants incorporated a performance condition (IPO or sale), aligning director incentives with strategic milestones .
Other Directorships & Interlocks
- Board composition includes investors affiliated with Third Rock Ventures (TRV) and RA Capital (e.g., Tong, Ezekowitz, Simson); independence determinations considered associations with >5% stockholders .
- No disclosed related-party transactions involving Coulie; the proxy lists transactions largely with TRV service agreements and investor syndicate arrangements unrelated to Coulie .
Expertise & Qualifications
- Medical and scientific credentials (M.D., Ph.D.) coupled with operating experience as CEO of a public late-stage biopharma and prior R&D/clinical development leadership at J&J; governance experience across multiple boards .
- Board rationale for his selection emphasizes operations management and executive leadership across biopharma companies .
Equity Ownership
| Holding | Quantity | As-of Date |
|---|---|---|
| Options to purchase common stock | 52,261 shares | Dec 31, 2024 |
- Hedging/Pledging Policy: Company prohibits short sales, derivatives, and hedging transactions in company stock by directors; pledging is restricted to mitigate misalignment and compliance risks .
Governance Assessment
- Strengths:
- Independent director; chairs Compensation Committee, suggesting influence on pay-for-performance alignment and use of independent consultants (Pearl Meyer) with no conflicts identified by the committee .
- Consistent engagement with ≥75% attendance in a year with 17 board meetings, indicating active oversight during IPO transition and scaling .
- Director equity awards feature performance/transaction-based vesting and sale-event acceleration, aligning incentives with strategic outcomes .
- Potential Risks/Watch Items:
- External CEO role at Pliant Therapeutics implies significant time commitments; while common in biotech, investors should monitor bandwidth and potential industry overlaps; no related-party transactions or conflicts disclosed for Coulie at Septerna .
- Board includes investors/affiliates (TRV, RA Capital); independence determinations explicitly considered these relationships—continue monitoring committee independence and advisor objectivity .
- Policy safeguards:
- Clawback policy (compensation recovery) adopted per SEC/Nasdaq; insider trading policy includes strict prohibitions on hedging and derivatives for directors .
- EGC status means no say-on-pay votes required yet; thus external shareholder feedback on compensation is limited near-term .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or attendance shortfalls for Coulie. Continue surveillance for any interlocks leading to conflicts, changes in director equity award structures (repricing/modification), or deviations from compensation consultant independence .