Jason A. Okazaki
ASSEMBLY BIOSCIENCESAbout Jason A. Okazaki
Jason A. Okazaki (age 49) is Chief Executive Officer and President of Assembly Biosciences, Inc. (ASMB) and has served on the Board since 2023; he previously held roles as President & COO (Aug 2022–Jan 2023), COO (Aug 2021–Aug 2022), and Chief Legal and Business Officer (Mar 2020–Aug 2021) . He earned a B.A. in Economics from Stanford University and a J.D. from U.C. College of the Law, San Francisco (formerly U.C. Hastings) . Prior experience includes Senior Vice President, Legal at Gilead Sciences (2006–2020), advising on strategic transactions, governance, and SEC matters, and earlier as a senior associate at Skadden, Arps, Slate, Meagher & Flom . Pay-versus-performance disclosures show ASMB’s TSR of $63.08 on an indexed $100 investment in 2023, $21.49 in 2022, and $38.51 in 2021, framing the stock performance backdrop to executive incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assembly Biosciences (ASMB) | CEO & President | Jan 2023–present | Led pipeline advancement and corporate strategy; responsible for pay and performance outcomes as PEO |
| Assembly Biosciences (ASMB) | President & COO | Aug 2022–Jan 2023 | Oversaw G&A and operations through strategic restructuring, retention programs |
| Assembly Biosciences (ASMB) | Chief Operating Officer | Aug 2021–Aug 2022 | Ran operations; implemented retention and pipeline realignment |
| Assembly Biosciences (ASMB) | Chief Legal & Business Officer | Mar 2020–Aug 2021 | Led legal, transactions, governance, SEC matters |
| Gilead Sciences | Senior VP, Legal; Assistant Secretary; earlier roles in Legal | 2006–Mar 2020 | Advised strategic transactions, corporate governance, SEC, led Asia/LatAm legal organizations |
| Skadden, Arps, Slate, Meagher & Flom LLP | Senior Associate | pre-2006 | M&A and corporate finance execution experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed beyond ASMB |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (actual) | $600,000 | $626,250 |
| Target Bonus % of Salary | 60% | 60% |
| Actual Bonus ($) | $453,600 | $488,600 |
| Option Awards (grant-date fair value) | $306,100 | $637,731 |
Notes: Base salary annualized increased to $630,000 effective Feb 2024; target bonus remained 60% . CEO bonus is based on company-wide goals without individual modifiers (other employees may have individual goals) .
Performance Compensation
Annual Performance Bonus Structure (CEO)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company-wide goals composite | 100% (CEO) | 100% | 129.25% | $488,600 | Cash, paid for FY achievement |
2024 goal achievement reflects pipeline advancement (four investigational product candidates progressed), financing runway extension to mid-2026, and retention of critical talent .
2022 Retention PSUs (awarded Aug 2022)
| Metric | Weighting | Target | Actual/Payout Timing | Vesting |
|---|---|---|---|---|
| Nomination of development candidates (up to two new programs by end-2023) | 20% total (10% each) | Milestone deadline | 50% vests on later of achievement or Aug 1, 2023; 50% 12 months later | Performance-based RSUs |
| IND/CTA for one new program by end-2024 | 40% | Milestone deadline | 100% upon later of achievement or Aug 1, 2023 | Performance-based RSUs |
| Complete Phase 1b (3733) and Phase 1a (4334) by end-2023 | 40% | Milestone deadline | 50% vests on later of achievement or Aug 1, 2023; 50% 12 months later | Performance-based RSUs |
Grant sizes: Options 250,000 shares ($352,676), PSUs 125,000 ($251,250) to Okazaki; designed as 2:1 options-to-RSUs ratio to reinforce retention and performance alignment during strategic restructuring .
Equity Ownership & Alignment
| Beneficial Ownership (as of record date) | Shares | % Outstanding |
|---|---|---|
| Apr 8, 2025 | 104,990 | 1.4% |
| Apr 1, 2024 | 60,988 | 1.1% |
No pledging arrangements are known; company policy prohibits short sales, public option transactions, hedging/monetization, margin accounts and pledged securities, and the clawback policy was adopted effective Oct 2, 2023 (SEC/Nasdaq compliant) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Option | 20,833 | — | $180.60 | 03/26/2030 | 25% at 1 year, then monthly over 36 months |
| Stock Option | 6,445 | 429 | $51.96 | 03/29/2031 | Standard vest cadence |
| Stock Option | 7,161 | 3,255 | $27.60 | 03/29/2032 | Standard vest cadence |
| Stock Option | 12,153 | 8,680 | $24.12 | 08/01/2032 | Standard vest cadence |
| Stock Option | 17,135 | 22,031 | $10.68 | 03/29/2033 | Standard vest cadence |
| Stock Option | — | 65,000 | $13.30 | 03/29/2034 | Standard vest cadence |
| Time-based RSUs | 286 unvested | — | — | — | Vest in four installments through 03/29/2025 |
| Time-based RSUs | 1,302 unvested | — | — | — | Vest in four installments through 03/29/2026 |
| Market-based RSUs | — | 2,604 unearned | — | — | Granted 03/29/2022; none vested as of 12/31/2024 |
Stock ownership guidelines are not adopted given biotech volatility; the Compensation Committee reviews this annually to ensure alignment without mandating multiples-of-salary holdings .
Employment Terms
| Provision | Non‑COC Termination (Disability, Without Cause, or Good Reason) | Change‑of‑Control (Double-Trigger) |
|---|---|---|
| Salary Severance | 12 months continued base salary | Lump-sum equal to 18 months base salary |
| Bonus | Prorated annual bonus for year of termination, based on company performance | 1.5× full target annual bonus (year of termination) |
| Equity Acceleration | Time-vested awards that would vest in the 12 months post-termination accelerate | Immediate vesting in full of all equity awards (performance awards per governing terms); special rule if termination occurs in month prior to COC to preserve pre-COC vest eligibility |
| Option Exercise Window | Extended to earlier of 1 year post-termination or original option expiry | Same extension for vested stock options |
| COBRA | Reimbursement of employer-paid portion up to 12 months | Reimbursement up to 18 months or COBRA end; ends earlier upon eligibility with another employer |
| Clawbacks/Tax Gross‑Ups | SEC/Nasdaq clawback policy effective Oct 2, 2023; no excise tax gross‑ups |
Board Governance
- Board service: Director since 2023; not independent due to CEO role; independent Chair (William R. Ringo, Jr.) and a majority independent Board; regular independent director executive sessions .
- Committee roles: Okazaki does not serve on standing committees; Audit, Compensation, and Nominating & Governance committees are fully independent and chaired by independent directors .
- Meeting attendance: The Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting .
- Director compensation: Employee directors (including Okazaki) receive no separate director compensation .
Investment Implications
- Pay-for-performance alignment: CEO cash bonus is fully tied to company-wide goals; 2024 outperformance (129.25% achievement) drove a bonus above target, reflecting pipeline progress and financing runway extension . Options remain the primary long-term vehicle, with standard four-year vesting and meaningful performance RSUs targeted at pivotal development milestones, aligning incentives with clinical execution .
- Retention and change-of-control economics: Double-trigger severance (18 months salary + 1.5× target bonus + full equity acceleration) is competitive but not excessive; non-COC terms avoid guaranteed bonuses while providing limited time-based acceleration to mitigate retention risk .
- Ownership and trading risk: Beneficial ownership is modest (1.4%), but hedging/pledging prohibitions and an SEC/Nasdaq-compliant clawback reduce governance risk; absence of ownership guidelines is a watchpoint but rationalized by sector volatility and ongoing committee review .
- Dual-role considerations: Independent Chair and independent committees mitigate CEO/director dual-role concerns; no committee assignments for the CEO, maintaining governance independence .
Overall, compensation design emphasizes clinical milestone attainment and long-term equity alignment, while severance/COC protections balance retention with investor safeguards. Continued monitoring of milestone vesting outcomes, option overhang, and say-on-pay support is warranted given biotech volatility and pipeline-dependent value creation .