Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2024, the Board of Directors of Crinetics Pharmaceuticals, Inc. (the “Company”) approved the adoption of the Crinetics Pharmaceuticals, Inc. Excess Deferral Plan (the “Plan”), effective as of April 1, 2024. The Plan is an unfunded, non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Participation in the Plan is limited to a select group of management and highly compensated employees of the Company, as selected by the Company, including the named executive officers of the Company, as well as non-employee directors of the Company.
Pursuant to the Plan, participants will be able to elect to defer all or a portion of certain annual compensation, including base salaries, director fees, cash performance bonuses and time-based restricted stock unit awards, as applicable. Such deferral elections must be made in advance in accordance with the rules and procedures set forth in the Plan. In addition, the Plan provides that the Company may, in its sole discretion, make matching or discretionary contributions to participant accounts. The amounts credited to each participant account will be treated as if invested in the investment options made available under the Plan and will be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to such investment options.
Participants will be fully vested at all times with respect to amounts credited to their participant accounts attributable to elective deferrals and matching contributions by the Company, while vesting of discretionary contributions by the Company will be determined in accordance with a schedule set forth in the Plan. Participants will forfeit any nonvested amounts upon an applicable separation of service from the Company. Payments of vested amounts, together with deemed investment return (positive or negative), will generally be made following a participant’s separation from service with the Company or at an earlier in-service payment date elected by the participant.
