Jennifer Cook
BridgeBio PharmaAbout Jennifer Cook
Independent director at BridgeBio Pharma (Class II), age 59 as of March 31, 2025; joined the Board in December 2019. Former CEO of GRAIL and senior executive at Roche/Genentech; holds a B.A. and M.S. in biology from Stanford and an M.B.A. from UC Berkeley Haas. The Board determined she is independent under Nasdaq and SEC rules. Currently a member of the Compensation Committee (appointed March 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jennifer Cook Consulting | Owner & Principal | Jul 2019–Present | Strategy and governance advisory (as disclosed) |
| GRAIL | Chief Executive Officer | Jan 2018–Jun 2019 | Led early-stage oncology diagnostics company |
| Roche Pharmaceuticals | SVP, Global Head of Clinical Operations | Jan 2017–Dec 2017 | Global clinical operations leadership |
| Roche Pharmaceuticals | Head of Region Europe Pharma | Sep 2013–Dec 2016 | Regional commercial leadership |
| Genentech | SVP, Business Unit Head Immunology & Ophthalmology | Jul 2010–Sep 2013 | BU P&L and portfolio leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Denali Therapeutics (Nasdaq: DNLI) | Director | Nov 2018–Present | Public biopharma board |
| Jazz Pharmaceuticals (Nasdaq: JAZZ) | Director | Nov 2020–Present | Public biopharma board |
Board Governance
- Board structure: Classified board; Cook is Class II with term through the annual meeting following FY2027.
- Independence: All directors except Drs. Kumar, Homcy, and McCormick are independent; Cook is independent.
- Committee assignment: Compensation Committee member since March 2025; Committee chaired by Fred Hassan; all members independent per Rule 10C-1 and Nasdaq rules.
- Meeting cadence and attendance: Board held 9 meetings in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings.
- Annual meeting attendance: 9 directors attended the 2024 annual meeting.
- Board leadership: Charles Homcy is Lead Director; Fred Hassan is Lead Independent Director.
| Body | 2024 Meetings | Chair | Notes |
|---|---|---|---|
| Board of Directors | 9 | — | ≥75% attendance by all directors then serving |
| Audit Committee | 6 | Andrea J. Ellis | All members meet enhanced independence; financial experts designated |
| Compensation Committee | 4 | Fred Hassan | Cook appointed Mar 2025; responsibilities include CEO/NEO pay, equity plan admin, peer group, clawback policy |
| Nominating & Corporate Governance Committee | 2 | Ali J. Satvat | All members independent; oversees board evaluations and governance policies |
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Cook) |
|---|---|---|
| Annual Cash Retainer | $50,000 for Board service; no additional committee or meeting fees; pro-rated if joining mid-year | $50,000 |
| Expenses | Reasonable out-of-pocket expenses reimbursed | — (not itemized) |
Performance Compensation
| Award Type | Value Basis | 2024 Grant Mechanics | Vesting | Term | Acceleration |
|---|---|---|---|---|---|
| Annual Non-Statutory Stock Option | Target value $550,000; Cook’s 2024 fair value recorded at $549,998 | Granted on annual meeting date to continuing outside directors who did not receive an initial grant in same year | 3 equal annual installments over 3 years | 10 years | Full acceleration upon “sale event” under 2021 Plan |
| Initial Non-Statutory Stock Option (upon election) | One-time value $1,200,000 at initial election; not applicable to Cook in 2024 | Exercise price = closing price on grant date | 3 equal annual installments over 3 years | 10 years | Vesting ceases upon resignation; Board may determine continuation; sale event acceleration under plan |
Observations: Director equity is entirely option-based with time-based vesting; no RSUs are used for director compensation in 2024. Annual and initial awards are capped by plan-level director compensation limits.
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Other public boards | Denali Therapeutics (DNLI) and Jazz Pharmaceuticals (JAZZ) |
| Significant stockholders on BBIO board | Compensation Committee member Ali J. Satvat is a KKR partner; KKR Genetic Disorder L.P. holds >5% of BBIO common stock; committee members were independent and disclosed relationships, with Satvat’s affiliation noted. |
Expertise & Qualifications
- Senior operating experience across clinical operations, regional commercial leadership, and business unit P&L in large-cap pharma/biotech (Roche/Genentech).
- Former CEO of GRAIL; brings diagnostics and growth-stage operational expertise.
- Education: B.A. and M.S. (biology) Stanford; M.B.A. UC Berkeley Haas.
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Common shares held | Apr 1, 2025 | 7,152 | Direct holdings |
| Options exercisable within 60 days | Apr 1, 2025 | 338,393 | Vested/exercisable window |
| Total beneficial ownership | Apr 1, 2025 | 345,545 | Includes exercisable options |
| % of shares outstanding | Apr 1, 2025 | <1% | Shares outstanding 189,856,023 |
| Hedging/Pledging | Policy prohibits hedging and pledging; awards subject to clawback policy | Governance protections |
Governance Assessment
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Strengths
- Independence affirmed; appointed to Compensation Committee, which retains an independent consultant and administers clawback policy and peer group oversight.
- Robust shareholder support for compensation program (2024 say‑on‑pay approval: 93.6%), indicating favorable investor sentiment on pay governance.
- Director compensation limits ($600,000 annually; $1,250,000 in first year) and prohibition on option repricing without shareholder approval.
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Watch items / RED FLAGS
- Related person: Cook’s son employed at BBIO in 2024; compensation $46,813 cash plus 1,156 RSUs ($29,659 grant‑date fair value) with specific vesting schedules; Audit Committee reviews and must approve related party transactions.
- High option-based director pay creates leverage; alignment depends on long-term value creation and could incentivize risk-taking; mitigated by time-based vesting and plan-level limits.
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Engagement and attendance
- Board met 9 times in 2024; all directors met at least 75% attendance threshold; Compensation Committee met 4 times.
- Directors encouraged to attend annual meeting; 9 attended in 2024.
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Committee scope relevant to investors
- Compensation Committee responsibilities include CEO/NEO compensation, equity plan administration, milestone achievement determinations for incentive/equity awards, director compensation review, peer group approval, and adopting/administering compensation recovery policy.
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Board leadership structure
- Separate Lead Director (Homcy) and Lead Independent Director (Hassan) roles to enhance oversight independence.