Craig Parker
About Craig Parker
Craig Parker, age 63, is President and Chief Executive Officer of Surrozen, Inc. (SRZN) and has served as CEO since March 2018 and as a director since April 2018 . He holds an A.B. in Biological Sciences (University of Chicago), an M.B.A. (University of Michigan), and attended Georgetown University School of Medicine; his background spans scientific, business, and leadership roles across public and private life sciences companies . He is not an independent director; the Board separates the Chair (David J. Woodhouse, Ph.D.) and CEO roles, with Woodhouse serving as Chair and Parker as CEO, reducing CEO-Chair concentration . No specific TSR, revenue growth, or EBITDA growth metrics tied to his CEO tenure are disclosed in the proxy; the company’s annual cash bonus for the CEO is tied 100% to corporate performance goals (e.g., development milestones, budget adherence) determined annually by the Board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | SVP, Corporate Development | Aug 2014 – Mar 2018 | Senior corporate development leadership at a commercial-stage biopharma |
| Geron Corporation | EVP, Corporate Development & Scientific Affairs | 2012 – 2014 | Corporate development and scientific affairs leadership at a clinical-stage biotech |
| Human Genome Sciences Inc. | SVP, Strategy & Corporate Development | 2011 – 2012 | Tenure concluded with HGS acquisition by GlaxoSmithKline plc |
| J.P. Morgan & other Wall St. institutions | Various positions | Prior to HGS | Investment banking/finance roles supporting healthcare/biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Column Group | Venture Partner | Since Jul 2024 | Concurrent external role while serving as SRZN CEO |
| vTv Therapeutics Inc. | Director | Jul 2015 – Feb 2019 | Former public company directorship |
| Life Sciences Institute, University of Michigan | Scientific Advisory Board member; Chairs Leadership Council | Since 2005 | Longstanding external scientific governance roles |
Board Governance and Service (SRZN)
- Class III Director; Class III terms expire at the 2027 Annual Meeting; Parker listed among Class III directors .
- Independence: Board determined all directors except Craig Parker are independent under Nasdaq standards .
- Board leadership is separated: Chair (Woodhouse) and CEO (Parker) roles held by different individuals .
- Committees: Parker serves on no standing Board committees; Audit, Compensation, and Nominating/Corporate Governance committees are fully independent .
- Equity Award Committee: Compensation Committee created a subcommittee with Parker as sole member, authorized to grant limited equity awards (only to new hires and roles below VP; per-grantee cap 1,666 shares/year) .
- Director pay: Parker receives no additional compensation for director service; non-employee director retainers and option grants are set by policy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 580,320 | 605,000 |
| Target Bonus (% of Salary) | 50% | 50% |
| Achievement vs Target (%) | 84% | 95% |
| Actual Annual Bonus Paid ($) | 245,000 | 287,375 |
Performance Compensation
Annual Cash Bonus Structure (CEO)
| Year | Metric Basis | Weighting | Target | Achievement | Payout ($) |
|---|---|---|---|---|---|
| 2023 | Corporate performance goals | 100% | 50% of salary | 84% of target | 245,000 |
| 2024 | Corporate performance goals | 100% | 50% of salary | 95% of target | 287,375 |
- Bonus timing: Performance-based cash bonuses are generally paid within a few months after year-end upon Compensation Committee determination .
- Equity mix (grant-date fair value): No RSUs reported for Parker in 2023–2024; option award grant-date fair value of $339,930 (2023) and $627,710 (2024) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 04/11/2018 | 03/19/2018 | 21,077 | — | 10.35 | 04/10/2028 | 25% at 1-year, then 36 equal monthly installments (4-year) |
| 02/07/2019 | 01/01/2019 | 2,341 | — | 18.90 | 02/06/2029 | 48 equal monthly installments (4-year) |
| 03/01/2022 | 01/01/2022 | 17,985 | 6,681 | 46.65 | 03/01/2032 | 48 equal monthly installments (4-year) |
| 10/10/2022 | 01/01/2021 | 22,930 | 488 | 32.40 | 02/22/2031 | 48 equal monthly installments (4-year) |
| 10/10/2022 | 08/12/2021 | 10,184 | 2,037 | 32.40 | 08/12/2031 | 25% at 1-year, then 36 equal monthly installments (4-year) |
| 03/01/2023 | 01/01/2023 | 12,937 | 14,063 | 16.95 | 03/01/2033 | 48 equal monthly installments (4-year) |
| 01/29/2024 | 01/01/2024 | 7 | 26 | 7.89 | 01/29/2034 | 48 equal monthly installments (4-year) |
| 04/24/2024 | 01/01/2024 | 9,854 | 33,146 | 8.97 | 04/24/2034 | 48 equal monthly installments (4-year) |
| 05/01/2024 | 05/01/2024 | 6,270 | 36,730 | 9.89 | 05/01/2034 | 48 equal monthly installments (4-year) |
Notes: RSUs for NEOs (not Parker) vest in two equal annual installments from vesting commencement .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition Detail |
|---|---|---|---|
| Craig Parker | 137,727 | 4.04% | Includes: 6,624 common; 1,474 Series A warrants; 1,603 Series B warrants; 128,026 options exercisable within 60 days of Mar 19, 2025 |
- Anti-hedging/pledging: Insider trading policy prohibits short sales, options, hedging transactions, margin accounts, and pledging by directors/officers/employees .
- 10b5-1: Directors and officers may adopt Rule 10b5-1 trading plans; preclearance required; additional trades outside plans permitted when not in possession of MNPI and in compliance with policy .
- Director compensation: CEO receives no additional compensation for director service (reinforces equity/comp mix driven by executive role) .
Employment Terms
| Scenario | Craig Parker Benefits |
|---|---|
| At-will employment; standard IP/assignment agreement | Executed per company practice for NEOs |
| Termination without cause (non-CIC) | 12 months base salary and 12 months continued benefits; no equity acceleration |
| Change-in-control (double-trigger within 12-month window beginning 3 months prior) | 18 months base salary, 1.5× target bonus, 18 months benefits, and full acceleration of all existing equity vesting |
| Clawback | Dodd-Frank-compliant recoupment policy for compensation based on financial reporting measures upon an accounting restatement |
| Anti-hedging/pledging | Prohibited under Insider Trading Policy |
Related Party Transactions and Insider Signals
- April 2024 private placement: Parker purchased 1,474 shares at $16.96 per share and received Series A and Series B warrants; in March 2025, Series A and B warrant exercise prices were reduced to $12.45 for management purchasers; Series C and D warrants canceled .
- TCGFB research collaboration (Oct 2024): Related party due to The Column Group affiliation; Board member Tim Kutzkey linked to The Column Group; SRZN to receive up to $6.0 million plus a warrant for TCGFB equity subject to vesting .
- Section 16 compliance: A Form 4 filed by Craig Parker on Feb 7, 2024 was filed late .
Director Compensation (for context; CEO receives none)
- Non-employee Director Policy: $35,000 annual retainer; Chair of Board additional $30,000; committee fees (Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $8,000; Nominating member $4,000) .
- Annual director equity: 1,333 option grant at each annual meeting (one-year vest); initial 2,666 option grant for new directors (36 monthly vests); all unvested options vest in full for directors immediately prior to a Change of Control .
- Parker: No additional director compensation; executive compensation disclosed separately .
Compensation Committee and Peer Process
- Compensation Committee: Independent members (Chair: Mary Haak‑Frendscho, Ph.D.; members: Anna Berkenblit, M.D.; Shao‑Lee Lin, M.D., Ph.D.) oversee exec and director compensation and equity plans .
- Consultant: AON engaged in 2024 for peer group development, benchmarking, and trend analysis; committee determined no conflicts of interest .
Investment Implications
- Pay-for-performance alignment: CEO’s cash bonus is fully tied to corporate goals (100% weighting), with disclosed achievements of 84% (2023) and 95% (2024); no RSUs granted to CEO in 2023–2024, with equity value delivered via stock options, preserving upside leverage but dependent on share-price appreciation .
- Retention and CIC economics: Robust double-trigger CIC package (18 months salary, 1.5× target bonus, 18 months benefits, full equity acceleration) provides retention around strategic events but creates meaningful potential payouts in change-of-control scenarios .
- Ownership and alignment: 4.04% beneficial ownership with a large portion from vested options suggests economic exposure; anti-hedging/pledging policies further align interests by limiting risk-mitigating trades .
- Governance checks and dual-role nuances: CEO is a director (non-independent) and sole member of a tightly scoped Equity Award Committee for small grants to sub‑VP hires, while major compensation oversight remains with an independent Compensation Committee and an independent Board Chair; this structure balances operational flexibility with oversight .
- Trading/compliance signals: Participation in the April 2024 financing alongside institutional investors and subsequent warrant repricing/cancellation in March 2025 are notable capital-structure events to monitor; a late Form 4 (Feb 7, 2024) is a minor compliance lapse but disclosed .
Appendix: Key Data Tables
Summary Compensation (CEO)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 580,320 | 605,000 |
| Stock Awards (RSUs) | — | — |
| Option Awards (Grant‑Date FV) | 339,930 | 627,710 |
| Non‑Equity Incentive Plan (Bonus) | 245,000 | 287,375 |
| All Other Compensation | — | — |
| Total | 1,165,250 | 1,520,085 |