Elisabet de los Pinos
About Elisabet de los Pinos
Founder, President, and Chief Executive Officer of Aura Biosciences since 2009; Class I director up for re‑election at the 2025 annual meeting (age 52 as of March 31, 2025) . She holds a Ph.D. in Molecular Biology from the University of Barcelona (magna cum laude) and an MBA from IE Business School; earlier roles include Eli Lilly oncology brand management (EU launch of Alimta) and academic research posts at the Institute of Cancer Research (University of London), Mount Sinai (NYU), and Georgetown School of Medicine . Recognitions include BBJ “Top 40 under 40” (2009), Mass High Tech “Woman to Watch” (2010), WEF “Technology Pioneer” (2010), and Goldman Sachs “100 Most Intriguing Entrepreneurs” (2014) . Aura is an Emerging Growth Company and provides scaled compensation disclosure; as an EGC it is not required to conduct say‑on‑pay votes at this time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eli Lilly & Co. | Brand Manager, Oncology (Alimta EU launch) | — | Commercial launch and market development for lung cancer therapy in Europe |
| Institute of Cancer Research, University of London | Post-doctoral fellow | — | Vascular biology/angiogenesis research foundations for oncology leadership |
| Mount Sinai School of Medicine (NYU) | Research fellow | — | Molecular medicine research training |
| Georgetown School of Medicine | Research fellow | — | Academic research training |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Museum of Science, Boston | Board of Overseers member | — | Community and STEM advocacy role |
Board Governance (service history, committees, dual-role implications)
- Board tenure and class: Director since 2009; Class I director standing for re‑election in 2025 .
- Role combination: CEO is not Chair; David Johnson serves as independent Chair, which the Board views as strengthening oversight and governance separation from management .
- Independence: All directors except Dr. de los Pinos are independent under Nasdaq/SEC rules; she is not independent due to her CEO role .
- Committees (current composition/chairs): Audit (Chair: Dr. Sapna Srivastava; members: Dr. Srivastava, Dr. Mariggi, A. Mattessich) ; Compensation (Chair: Dr. Mariggi; members: Dr. Mariggi, T. Bitetti, K. Takhar; 2025 refresh) ; Nominating & Corporate Governance (Chair: A. Mattessich; members: A. Mattessich, D. Johnson, K. Takhar) .
- Board activity: Board met seven times in 2024; directors are expected to attend annual meetings (attendance noted) .
- Director pay: Employee directors (including Dr. de los Pinos) receive no additional director compensation .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 585,525 | 620,657 |
| Target Bonus (% of base) | 55% | 55% |
| Actual Annual Bonus Paid ($, “Non‑Equity Incentive Plan Compensation”) | 289,835 | 307,225 |
Performance Compensation
- Annual cash bonus was tied 100% to corporate goals (no individual component); Compensation Committee assessed 2024 corporate goal achievement at 90% .
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance goals (company-wide) | 100% | 55% of base salary at 100% achievement | 90% of corporate goals achieved | 307,225 (2024 actual) | Paid after year-end per plan |
Equity incentive philosophy emphasizes alignment and retention; executives received both options and RSUs in 2024 as part of long-term incentives .
Equity Awards Detail (Elisabet de los Pinos)
Equity Awards – RSUs (unvested at 12/31/2024)
| Grant date | Unvested RSUs (#) | Vesting schedule |
|---|---|---|
| 2/1/2024 | 162,935 | 4 equal annual installments following 2/15/2024 |
| 1/19/2023 | 91,406 | 4 equal annual installments following 10/16/2023 |
| 10/28/2021 | 18,589 | 4 equal annual installments following 10/28/2021 |
Equity Awards – Stock Options (status at 12/31/2024)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 2/1/2024 | — | 237,065 | 7.77 | 2/1/2034 | 25% on 1st anniversary of 2/1/2024; remainder monthly over 36 months |
| 1/19/2023 | 89,843 | 97,657 | 10.18 | 1/19/2033 | 25% on 1st anniversary of 10/16/2023; remainder monthly over 36 months |
| 10/28/2021 | 252,343 | 66,407 | 14.00 | 10/28/2031 | 25% on 1st anniversary of 10/28/2021; remainder monthly over 36 months |
| 6/28/2021 | 542,885 | 77,552 | 5.48 | 6/28/2031 | 48 equal monthly installments beginning one month after 6/28/2021 |
| 3/16/2020 | 194,889 | — | 4.25 | 3/16/2030 | 48 equal monthly installments beginning one month after 2/6/2020 |
Notes: Awards granted under company equity plans (2009, 2018, 2021) as applicable; values above reflect award status as of year-end 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,925,422 shares; 3.7% of common shares outstanding as of March 31, 2025 |
| Direct/indirect breakdown | 127,763 shares via EdlP Revocable Trust; 86,393 shares held individually; plus options to purchase 1,711,266 shares exercisable within 60 days of 3/31/2025 |
| Unvested RSUs outstanding | 162,935 (2/1/2024 grant); 91,406 (1/19/2023 grant); 18,589 (10/28/2021 grant) |
| Insider trading, hedging/pledging policy | Derivative transactions (including instruments providing economic equivalents) are expressly prohibited for insiders; policy highlights risks of margin/pledged shares being sold without consent but does not state an outright pledging ban |
| Clawback policy | Company adopted recovery policy consistent with SEC/Nasdaq; incentive pay tied to financial measures may be recovered for 3 years preceding a required restatement |
Employment Terms
| Provision | Terms for Dr. de los Pinos |
|---|---|
| Employment agreement | Employment agreement effective Jan 2015, amended Oct 2017; at‑will; provides base salary and annual target bonus eligibility |
| Post‑termination covenants | Non‑competition and non‑solicitation during employment and for 1 year post‑employment |
| Severance (outside Change‑in‑Control) | If terminated without Cause or resigns for Good Reason: 12 months of base salary continuation and up to 12 months COBRA premium support (subject to release) |
| Severance (within Change‑in‑Control period) | Cash: 18 months base salary; 1.5x Target Bonus plus pro‑rated Target Bonus; Benefits: up to 18 months COBRA premium support; Equity: time‑based awards become fully vested |
| Equity acceleration on CoC (pre‑Nov 10, 2024 awards) | For equity awards held as of Nov 10, 2024, awards become fully vested upon a Change of Control (single‑trigger) |
Performance & Track Record
- Founder-CEO who has led strategy, operations, and fundraising since inception; biography notes leadership of fundraising efforts .
- Capital markets execution includes a November 2023 follow-on offering raising ~$99.0M gross at $9.00 per share; related-party participation disclosed (Matrix Capital) .
- No material legal proceedings involving directors were disclosed in the proxy .
- As an EGC, Aura is not required to conduct say‑on‑pay votes; compensation disclosure follows scaled requirements .
Compensation Committee Analysis
- Committee composition is fully independent; refresh in March 2025 moved chair role to Dr. Mariggi and added Teresa Bitetti (Chair: Dr. Mariggi; members: Bitetti, Takhar) .
- Committee retained Pay Governance for market data, peer development, and pay design; uses benchmarking to target competitive mix across salary/bonus/LTI .
- No interlocks or insider participation on the Compensation Committee in 2024 .
Risk Indicators & Red Flags
- Hedging/derivative transactions prohibited; policy underscores risks of margin/pledged shares, which can create forced-selling risk, though no explicit pledging ban is stated .
- Company adopted a compliant clawback policy for incentive‑based compensation .
- Board structure separates Chair and CEO, mitigating combined-role governance concerns; Dr. de los Pinos is not independent as CEO .
Investment Implications
- Pay-for-performance design uses a 100% corporate-goals bonus with a 55% target of base salary; 2024 goals were paid at 90%, signaling moderate achievement against plan (bonus paid $307K) .
- Substantial in-the-money option overhang and multi-year RSU vesting (notably 2024 and 2023 RSUs vesting over four years) create ongoing alignment but may introduce periodic selling pressure as tranches vest .
- Strong retention protections: double-trigger CIC severance with 18 months base and 1.5x target bonus; single-trigger acceleration applies to pre‑Nov 10, 2024 awards on change of control—factors to consider in M&A scenarios .
- Governance mitigants include an independent chair and independent committees; however, CEO is a non‑independent director, common for founder-led biotechs .
- Beneficial ownership of ~3.7% (including sizable vested options) indicates meaningful economic alignment with shareholders .