Brent Hatzis-Schoch
About Brent Hatzis-Schoch
Brent Hatzis-Schoch, Esq. is Chief Operating Officer and General Counsel at Black Diamond Therapeutics, age 60 as of March 31, 2025; he has served in this role since May 2019 and was appointed an officer in 2019 . He holds a B.A. from the University of Delaware and a J.D. from George Washington University, and was a Fulbright Scholar at the University of Cologne; his career spans senior legal roles at biopharma companies in the U.S. and Europe . For 2024, his target bonus was 40% of base salary; corporate performance was assessed at 90% of target, with his total bonus paid at 97% of target, reflecting milestones in BDTX-1535 (Phase 2 enrollment) and BDTX-4933 (Phase 1 dose escalation) and ending 2024 with ~$98.6M in cash, cash equivalents and investments . His compensation mix emphasizes cash plus option-based equity aligned to long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radius Health, Inc. | SVP, General Counsel & Corporate Secretary | 2015–2019 | Led legal and corporate governance at a commercial-stage biopharma company |
| Merz Pharma GmbH & Co. KGaA (Frankfurt) | SVP & Chief Legal Counsel | 2013–2015 | Directed international legal function for healthcare operations in Europe |
| Baxter International | European Legal Counsel | Not disclosed | Supported European operations; global legal experience |
| Pharmacia (now Pfizer Inc.) | Associate General Counsel | Not disclosed | U.S. and international senior legal roles |
| Two publicly traded German biopharma (development-stage) | General Counsel | Not disclosed | Led legal for public development-stage biopharma companies |
External Roles
- No current public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 493,700 | 40% | 191,556 | 18,479 (401(k) match + stipend) | 1,405,116 |
Notes:
- Base salaries were reviewed annually; 2024 base salary reflected a 4% increase year over year .
- The monthly $500 stipend program ended in February 2024; amounts in “All Other Compensation” include safe harbor 401(k) matching contributions .
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance goals (e.g., clinical milestones and financial runway) | 80% | 100% of target | Achieved at 90% of target | Contributed to payout at 97% of target | Annual cash bonus per Bonus Plan |
| Individual performance goals (function-specific objectives) | 20% | Set per role | Not disclosed | Total payout at 97% of target | Annual cash bonus per Bonus Plan |
- Equity incentives are primarily stock options; time-based vesting promotes retention, and any performance-based vesting is tied to critical R&D and corporate development milestones (company-level design; award type details for Mr. Hatzis-Schoch are options) .
- 2024 corporate highlights included Phase 2 enrollment progress for BDTX-1535, Phase 1 dose escalation for BDTX-4933, and extended cash runway to ~$98.6M cash, cash equivalents, and investments by year-end .
Equity Ownership & Alignment
| As-of Date | Shares Held Directly | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding | Shares Outstanding Basis |
|---|---|---|---|---|---|
| April 11, 2025 | 8,400 | 633,598 | 641,998 | 1.13% | 56,676,716 |
- Hedging/derivatives are prohibited under the insider trading policy; the policy also highlights risks of margin accounts and pledging, though specific pledging prohibitions are not stated; no pledging by Mr. Hatzis-Schoch is disclosed .
- Company maintains an ESPP and 401(k) with fully vested matching contributions to promote broader employee alignment .
Equity Awards and Vesting Detail (Outstanding at FY2024 Year-End)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 6/12/2019 (2017 Plan) | 5/22/2019 | 160,474 | — | 3.20 | 6/11/2029 |
| 12/5/2019 (2017 Plan) | 12/5/2019 | 71,251 | — | 10.86 | 12/4/2029 |
| 1/29/2020 | 2/3/2020 | 78,751 | — | 19.00 | 1/29/2030 |
| 2/17/2021 | 2/17/2021 | 71,874 | 3,126 | 28.69 | 2/16/2031 |
| 2/15/2022 | 2/15/2022 | 63,749 | 26,251 | 3.79 | 2/14/2032 |
| 2/13/2023 | 2/13/2023 | 91,666 | 108,334 | 2.92 | 2/12/2033 |
| 2/14/2024 | 2/14/2024 | — | 200,000 | 4.86 | 2/13/2034 |
- Standard vesting: 25% on first anniversary of vesting commencement; remaining 75% in 36 equal monthly installments, subject to continuous service .
- Equity plan governance and grant timing policy designed to avoid MNPI timing and grant manipulation; grants approved by board/comp committee or delegated grant committee (CEO and General Counsel) for SVP-level and below within set ranges .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Entered January 2020; sets base salary, discretionary annual bonus terms, benefits, expense reimbursements |
| Severance (outside CIC period) | 1x base salary paid over 12 months; 100% of target annual performance bonus for the then-current year paid over 12 months; up to 12 months of employer health contribution (COBRA or equivalent), subject to release |
| Severance (within CIC period) | Same cash components paid in lump sum; full acceleration of vesting of all unvested equity awards; up to 12 months of employer health contribution; subject to release |
| Trigger mechanics | Benefits apply for termination without Cause or for Good Reason; CIC benefits require termination within the CIC period (double-trigger) |
| Restrictive covenants | Confidential information protections, invention assignment, and other restrictive covenants (non-compete/non-solicit terms not specifically disclosed) |
| Clawback policy | Recovery of incentive-based compensation tied to financial reporting measures in event of restatement within 3 years per SEC/Nasdaq rules |
| Trading policy | Prohibits short sales, derivative transactions, and hedging; highlights risks of margin accounts/pledging; Rule 10b5-1 plan policy in place for insiders |
Compensation Structure and Governance Notes
- Compensation mix for named executive officers is base salary, annual bonus, and option-based equity, supporting pay-for-performance and long-term alignment .
- The compensation committee engages Aon Human Capital Solutions for market data, analysis, and peer group development; Aon provides independent advice with no conflicts disclosed .
- Base salaries for 2024: CEO $644,800, COO/GC $493,700, CMO $507,800; 4% YoY increases .
Investment Implications
- Alignment: 1.13% beneficial ownership (direct plus options exercisable within 60 days) indicates meaningful exposure; option-heavy awards align long-term incentives with value creation but can create periodic selling pressure as tranches vest and move in-the-money .
- Retention and change-in-control: 1x salary + 1x target bonus severance, health continuation, and double-trigger full acceleration within CIC period provide retention but introduce potential overhang in the event of M&A; full acceleration may dilute post-deal equity holders .
- Pay-for-performance: 2024 bonus payout at 97% of target followed 90% corporate goal achievement tied to clinical and financing milestones, signaling disciplined goal-setting and linkage to R&D execution and liquidity management .
- Risk controls: Hedging prohibited and clawback adopted per SEC/Nasdaq reduce misalignment and financial reporting risk; no pledging by Mr. Hatzis-Schoch disclosed, mitigating forced-sale risk signals .