Sector: Health Care
CRINETICS PHARMACEUTICALS INC · Meeting: June 18, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class II Directors for a Three-Year Term Expiring at the 2029 Annual Meeting of Shareholders
Deardorf has been a director since 2022 (over 24 months), passes the TSR trigger because CRNX's 3-year return of +107% outperformed the peer group median by +36pp, well below the 65pp threshold required to trigger a vote against, and she brings extensive biotech commercialization experience with no overboarding, attendance, or independence concerns.
Nichols has served since 2018, comfortably passes the TSR screen with CRNX outperforming peer median by +36pp over three years against a 65pp trigger threshold, and brings relevant biotech investment and life science expertise with no attendance, independence, or overboarding concerns.
Okey has served since 2019, passes the TSR screen under the same analysis, chairs the compensation committee and brings over 35 years of rare disease and biopharmaceutical commercialization experience; she holds seats on PTC Therapeutics and one other public board, which does not exceed the four-board overboarding threshold, and no other policy flags apply.
All three Class II director nominees pass the TSR trigger — CRNX's absolute 3-year return of +107% is in the strong-positive tier (>20%), requiring a 65pp gap versus the peer group median to trigger a vote against; the actual gap is only +36pp in CRNX's favor. No overboarding, attendance, independence, or familial relationship concerns exist for any nominee, and the board discloses a skills matrix. All three receive a FOR vote.
CEO
R. Scott Struthers, Ph.D.
Total Comp
$11,628,959
Prior Support
96.9%%
The CEO received total compensation of approximately $11.6 million in 2025, which is elevated but consistent with a mid-size commercial-stage biotech of CRNX's $4 billion market cap, and the prior say-on-pay vote received 96.9% support — well above the 70% threshold that would require visible changes. Pay structure is appropriately weighted toward variable compensation, with base salary representing a minority of total pay, annual incentives tied to measurable corporate goals (FDA approval, clinical milestones), and long-term equity in the form of stock options and restricted stock awards vesting over four years. The company has a Dodd-Frank-compliant clawback policy and strong pay-for-performance alignment, with CRNX's 3-year stock return of +107% significantly outperforming the biotech benchmark XBI — SPDR S&P Biotech ETF, which returned +57.9% over the same period.
Auditor
PricewaterhouseCoopers LLP
Tenure
0 yrs
Audit Fees
$701,979
Non-Audit Fees
$99,467
PwC was newly appointed on February 27, 2026, replacing BDO, so it has zero prior tenure with the company and the long-tenure concern does not apply. The non-audit fees paid to former auditor BDO (tax services of $99,467) represent approximately 14% of BDO's audit fees of $701,979, well below the 50% threshold that would raise independence concerns, and PwC is a Big Four firm fully appropriate for a $4 billion market cap company. No material restatements or other disqualifying factors are present.
The 2026 Crinetics annual meeting presents three straightforward proposals: all three Class II director nominees pass TSR and governance screens given the company's strong 3-year outperformance versus both the peer group and the XBI — SPDR S&P Biotech ETF benchmark, the newly appointed auditor PwC has zero tenure risk and clean fee ratios, and the say-on-pay program reflects strong shareholder alignment with 96.9% prior-year support, performance-linked compensation, and stock returns that have substantially outpaced the biotech sector. All proposals receive a FOR vote determination with no significant governance concerns identified.
18 companies disclosed in 2026 proxy filing
