David Johnson
About David Johnson
David (Dave) Johnson, age 60, has served on Aura’s Board since January 2021 and is currently Chairman of the Board; he is deemed independent under Nasdaq and SEC rules . He has 25 years of biopharma experience, with a bachelor’s degree from Indiana University, and a track record of founding, scaling, and exiting oncology companies (VelosBio sold to Merck for $2.75B; Acerta Pharma strategic transaction with AstraZeneca for $7B) . He founded and serves as CEO of Solve Therapeutics (since July 2021) and holds external board roles at Zentalis Pharmaceuticals (Nasdaq: ZNTL) and Palleon Pharmaceuticals; he previously chaired Lengo Therapeutics until its acquisition by Blueprint Medicines in December 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solve Therapeutics, Inc. | Founder & CEO | Since Jul 2021 | Venture-backed mAb oncology start-up |
| VelosBio Inc. | Founder & CEO | Dec 2017–Dec 2020 | Built preclinical-to-clinical org; Phase 1 PoC; sold to Merck for $2.75B |
| Acerta Pharma, LLC | CEO (rose to) | Not disclosed | Accelerated acalabrutinib development; 4 global registration trials; $7B AstraZeneca transaction |
| Calistoga, Gloucester, Millennium, Immunex, Hoffman La-Roche | Various roles (increasing responsibility) | Not disclosed | Contributed to multiple drug approvals; coauthored NEJM manuscripts |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Zentalis Pharmaceuticals, Inc. (Nasdaq: ZNTL) | Chairman | Not disclosed | Small-molecule oncology pipeline focus |
| Palleon Pharmaceuticals, Inc. | Director | Since Nov 2021 | IO therapeutics targeting sialoglycan system |
| Lengo Therapeutics | Chairman | Apr 2021–Dec 2021 | Acquired by Blueprint Medicines |
Board Governance
- Chairman of the Board; Aura separates CEO and Chair roles to enhance oversight; risk oversight conducted via committees with reporting to full Board .
- Current committee service: Nominating & Corporate Governance Committee (members: Mattessich [Chair], Johnson, Takhar); committee met 3 times in 2024; all members independent .
- Prior committee service: Compensation Committee member and Chair through March 2025; in 2024 members were Johnson and Takhar; committee met 7 times in 2024 .
- Independence: Board determined all directors except CEO are independent (Nasdaq/SEC standards), considering affiliations with major stockholders; no family relationships among directors/executives .
- Attendance: Full Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings except Mr. Parekh; all directors attended the 2024 annual meeting except Mr. Johnson (absence noted) .
Fixed Compensation
| 2024 Non‑Employee Director Compensation (Johnson) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $84,000 |
| Stock Awards (grant-date fair value) | $72,765 |
| Option Awards (grant-date fair value) | $74,616 |
| Total | $231,381 |
| Non‑Employee Director Fee Schedule (Amended June 2024) | Amount (USD) |
|---|---|
| Board Member Annual Retainer | $40,000 |
| Non‑Executive Chair Retainer | $30,000 |
| Audit Committee Member / Chair | $7,500 / $15,000 |
| Compensation Committee Member / Chair | $5,000 / $10,000 |
| Nominating & Corporate Governance Member / Chair | $4,000 / $8,000 |
Note: Johnson’s 2024 cash total aligns with policy for Board Chair ($30k), Board member ($40k), Compensation Chair ($10k), and Nominating member ($4k) .
Performance Compensation
| Equity Awards and Vesting Terms (Directors) | Detail |
|---|---|
| Initial Option Award | 29,000 options; vests in 3 equal annual installments |
| Initial RSU Award | 21,000 RSUs; vests in 3 equal annual installments |
| Annual Option Award | 14,500 options; vests by next annual meeting or 1-year anniversary |
| Annual RSU Award | 10,500 RSUs; vests by next annual meeting or 1-year anniversary |
| Change‑of‑Control | Full accelerated vesting upon sale of the Company |
| Johnson – Unvested RSUs (12/31/2024) | 10,500 |
| Johnson – Options Outstanding (12/31/2024) | 391,667 |
| 2024 Grant-Date Fair Values (Johnson) | Stock: $72,765; Options: $74,616 |
No performance‑conditioned metrics are disclosed for director equity; awards are time‑based with standard vesting and CoC acceleration .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Matrix Capital Mgmt Master Fund, LP | 13.8% holder; Board member Takhar is senior managing director and may be deemed to have voting/dispositive power | Compensation Committee in 2024 consisted of Johnson and Takhar; while Board deemed independence, the presence of a major stockholder affiliate on the comp committee can raise perceived influence concerns |
| Executive/Director Interlocks | None disclosed | Company states no officer served on boards/comp committees of entities with executive officers serving on Aura’s Board/Comp Committee in the past fiscal year |
Expertise & Qualifications
- Oncology company building and clinical development leadership; executed major strategic transactions totaling >$9.75B (Merck $2.75B, AstraZeneca $7B) .
- Capital formation experience: raised $750M+; coauthor on multiple publications including four NEJM manuscripts .
- Audit Committee financial expert designation resides with Dr. Srivastava (Johnson not designated) .
Equity Ownership
| Beneficial Ownership (as of March 31, 2025) | Shares (#) | Notes / % of Outstanding |
|---|---|---|
| Velocity Capital Management LLC (sole member: Johnson) | 139,672 | Indirect beneficial ownership |
| Direct (individually held) | 135,667 | Direct |
| Irrevocable trusts | 150,000 | Indirect |
| Options exercisable within 60 days | 377,167 | Individually held; included in “beneficially owned” per SEC rules |
| Total Beneficially Owned | 802,506 | 1.6% of 50,225,312 shares outstanding |
| Additional Equity Details | Amount |
|---|---|
| Unvested RSUs (12/31/2024) | 10,500 |
| Options Outstanding (12/31/2024) | 391,667 |
Trading, pledging, and hedging policy: Company prohibits derivative transactions and purchases of derivative securities; policy highlights risks of margin/pledging but specific pledging prohibition is not stated in the excerpt .
Governance Assessment
- Board Leadership & Independence (Positive): Independent Chair structure with Johnson as Chairman; Board confirms independence of all non‑management directors, with committee oversight of risks and related party transactions .
- Alignment (Mixed‑Positive): Johnson holds 802,506 shares (1.6%) including exercisable options; also holds unvested RSUs and significant outstanding options supporting ownership alignment .
- Compensation Governance (Mixed): 2024 Compensation Committee comprised only of Johnson (Chair) and Takhar, who is affiliated with a 13.8% stockholder; while independence is recognized, the structure concentrates influence and presents a perceived conflict risk. The committee composition changed in March 2025 (Johnson stepped off; Mariggi became Chair), which is an improvement .
- Attendance (Minor RED FLAG): Johnson did not attend the 2024 annual meeting; otherwise directors met the ≥75% meeting attendance threshold (except Mr. Parekh) .
- Director Pay Structure (Neutral): Cash retainer plus time‑based equity; awards accelerate upon sale of the Company, which is market standard but may create transaction‑timing incentives; no performance‑based director metrics disclosed .
- Policies (Positive): Insider trading policy restricts derivatives; Audit Committee reviews related‑party transactions; executive clawback policy adopted per SEC/Nasdaq (applies to executive officers) .
- Say‑on‑Pay (Neutral): As an emerging growth company, Aura is not required to conduct say‑on‑pay votes; limited shareholder feedback channel via this mechanism .
Overall: Johnson brings deep oncology and M&A expertise and meaningful equity ownership. Governance posture improved with 2025 changes to the Compensation Committee. The main watchpoints are his 2024 role as Compensation Chair alongside a major shareholder affiliate and his absence from the 2024 annual meeting, both of which warrant continued monitoring for board effectiveness and independence optics .