Elizabeth Buck
About Elizabeth Buck
Elizabeth Buck, Ph.D., is Black Diamond Therapeutics’ co-founder and Chief Scientific Officer (CSO), serving as CSO since August 2021; she is 50 years old and has been an executive officer since 2021 . Her background includes leadership in discovery and translational oncology at OSI Pharmaceuticals and MetaStat, with an academic foundation in Physics (University of New Hampshire), a Ph.D. in Cellular & Molecular Biology (NYU/Mount Sinai), and postdoctoral work with Jim Wells at Sunesis Pharmaceuticals . She was previously Executive Vice President, Discovery & Translational Services (2017–2021) and earlier CSO (2015–2017) at Black Diamond .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Black Diamond Therapeutics | Executive Vice President, Discovery & Translational Services | 2017–2021 | Led discovery/translational programs, progressing oncology assets toward IND . |
| Black Diamond Therapeutics | Chief Scientific Officer (earlier tenure) | 2015–2017 | Early R&D leadership during company build-out . |
| MetaStat, Inc. | Chief Scientific Officer for Therapeutics | 2013–2014 | Precision oncology; therapeutic strategy leadership . |
| OSI Pharmaceuticals | Assistant Director, Advanced Preclinical Pharmacology | 2005–2013 | Led discovery/translational research advancing multiple oncology programs to clinical development; managed global teams and academic collaborations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunesis Pharmaceuticals | Postdoctoral research (with Jim Wells) | N/A (postdoc) | Structural/biopharma research training underpinning oncology drug discovery expertise . |
| Public company boards | None disclosed in BDTX proxy/biographies | N/A | No public board service disclosed for Buck in company filings . |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Employment status | At-will executive employment (Amended & Restated Employment Agreement effective Aug 11, 2021) | |
| Base salary (initial, upon appointment as CSO) | $407,550 per year | |
| Target annual bonus | 40% of base salary | |
| Benefits | Eligible for company benefit plans; expense reimbursement; PTO | |
| Equity | Awards governed by equity plans/agreements (see severance/CIC provisions below) |
Notes: The company discloses NEO (named executive officer) compensation tables; Buck was not an NEO in 2023–2024 and her annual bonus amounts and current base adjustments are not separately disclosed in the 2024/2025 proxies .
Performance Compensation
| Metric/Plan Feature | Weighting/Target | Fiscal 2024 Outcomes | Payout Mechanics | Vesting/Timing | Source |
|---|---|---|---|---|---|
| Senior Executive Cash Incentive Bonus Plan (corporate goals) | For executives other than CEO: 80% corporate goals; 20% individual goals | Corporate goals achieved at 90% of target in FY2024 | For non-CEO NEOs, bonuses paid at 97% of target for FY2024 (illustrative of program outcomes; Buck’s individual payout not disclosed) | Annual cash bonus; based on board-set goals | |
| Target bonus (Buck) | 40% of base salary (per employment agreement) | Not separately disclosed for FY2024 | Paid if employed at payment date; subject to plan terms | Annual | ; program structure |
| Example corporate goal themes | Pipeline execution (BDTX-1535 Phase 2 enrollment; BDTX-4933 Phase 1 dose escalation); financial runway extension (~$98.6M year-end 2024 cash/cash equivalents/investments) | Achieved milestones cited in plan review | Contributed to 90% corporate factor | Annual assessment |
Equity incentives: The company emphasizes stock options for executives, with grants reviewed periodically; no formal policy for RSU/PSU mix. Options were the primary equity vehicle for NEOs in 2024 disclosures .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (Buck) | Not separately disclosed in 2025 principal stockholders table (lists >5% holders, directors, and NEOs) | |
| Ownership guidelines | Not disclosed | — |
| Hedging/derivatives | Insider trading policy expressly prohibits short sales, derivative transactions, and other hedging transactions by officers, directors, employees, and certain consultants | |
| Pledging/margin | Policy highlights risk of securities held in margin or pledged; prohibition is not explicitly stated; focus is on hedging/derivatives prohibition | |
| Rule 10b5-1 plans | Permitted under company policy; must be adopted when not in possession of MNPI | |
| Clawback | Compensation recovery policy adopted Oct 2, 2023 (SEC/Nasdaq-compliant; recover incentive comp tied to financial reporting metrics upon restatement, lookback three years) | |
| Equity award grant policy | Centralized process/timing; grants approved by Board/Comp Committee or delegate; no timing around MNPI; regular cadence |
Employment Terms
| Term | Without CIC (Company termination without Cause or resignation for Good Reason) | With CIC (termination within 12 months after Change in Control) | Source |
|---|---|---|---|
| Cash severance | 12 months of then-current base salary, plus 100% of target annual bonus, generally paid over 12 months | Lump sum equal to 1.0x (base salary + target bonus) | ; |
| Health benefits | Company-paid COBRA equivalent for up to 12 months | Company-paid COBRA equivalent for up to 12 months | ; |
| Equity vesting | Partial acceleration for stock options granted on or before Jan 29, 2020 (vest to the next grant-date anniversary for each such option) | Full acceleration of all equity awards | ; |
| Non-compete in separation | Separation agreement may include a one-year post-employment noncompetition agreement at Company discretion | Same (via separation agreement) | |
| Definitions/process | Good Reason includes material adverse change in duties, pay cut (outside broad reductions), relocation (>30 miles), or material breach, subject to cure; Cause includes enumerated misconduct; Good Reason requires notice/cure process | Same definitions apply | |
| 280G excise mitigation | “Best-net” cutback to avoid 4999 excise tax if reduction increases after-tax outcome; ordered reductions across payment categories | Applies to CIC payments |
Governing law and venue: Massachusetts law; exclusive jurisdiction in Massachusetts courts; Section 409A compliance provisions included .
Compensation Structure Analysis
- Mix and risk: Executive equity is predominantly stock options (no RSUs/PSUs disclosed for NEOs in 2024), increasing leverage to share price outcomes; annual cash pay remains modest versus equity for peers at this stage .
- Annual bonus framework: For executives other than the CEO, weighting is 80% corporate and 20% individual objectives; FY2024 corporate goals paid at 90% with non-CEO NEOs receiving ~97% of target, indicating moderate payouts tied to clinical/financial milestones .
- Grant governance and trading controls: Equity grant timing policy avoids coordination with MNPI; hedging/derivative transactions are prohibited; Rule 10b5-1 plans are permitted, supporting orderly trading and reducing optics risk .
- Clawback: SEC/Nasdaq-compliant compensation recovery policy adopted in 2023 strengthens governance in the event of restatements .
Related Party Transactions and Red Flags
- Related parties: The 2025 proxy discloses no related party transactions since Jan 1, 2023 other than specified arrangements (e.g., consulting with KAPital Consulting, LLC/Dr. Dhingra) and standard compensation; no Buck-specific related party transactions were disclosed .
- Option repricing/modifications: No executive option repricing disclosures for Buck; director/CEO-related equity modifications are separately described where applicable (e.g., prior CEO matters), not involving Buck .
- Hedging/pledging: Hedging/derivatives prohibited; policy highlights pledging/margin risks; explicit pledging prohibition is not stated in the excerpted policy .
Compensation Committee and Peer Governance
- Committee composition: Ali Behbahani (Chair), Garry E. Menzel, and Shannon Campbell; all deemed independent under Nasdaq rules; four meetings in FY2024 .
- Consultant: Aon’s Human Capital Solutions (Radford) advises the committee on executive and director pay; committee reports no conflicts of interest .
Performance & Track Record (Context for CSO role)
- FY2024 corporate achievements cited for bonus determinations included advancing BDTX-1535 (EGFRm NSCLC) Phase 2 enrollment, BDTX-4933 Phase 1 dose escalation, and strengthening cash runway (~$98.6M year-end 2024 cash/cash equivalents/investments) .
- Program emphasis: Equity-driven incentives and bonus objectives emphasize R&D execution and financing resilience consistent with a clinical-stage oncology company .
Investment Implications
- Alignment and upside leverage: Option-heavy equity compensation and CIC full acceleration align CSO upside to share appreciation and strategic outcomes (e.g., partnering/M&A), though absence of PSUs means performance linkage is primarily price-based rather than explicit KPI-based .
- Retention risk mitigants: Cash severance (12 months base + 100% target bonus), 12 months COBRA, partial vesting outside CIC, and potential one-year noncompete at separation reduce near-term flight risk; CIC terms (1.0x base+bonus and full vesting) are standard and could reduce deal friction .
- Trading signal considerations: Hedging prohibitions and permitted 10b5-1 plans support orderly selling; lack of disclosed Form 4 activity for Buck in proxies limits current read-through on insider selling pressure; monitor EDGAR for any new 10b5-1 adoptions/exercises .
- Governance quality: Independent comp committee, use of an independent consultant, formal grant policy, and a clawback adopted in 2023 are positives for pay governance and reduce adverse pay optics .
References: