Mark Velleca
About Mark Velleca
Mark A. Velleca, M.D., Ph.D., is President and Chief Executive Officer of Black Diamond Therapeutics (BDTX) since September 2023, Chair of the Board since December 2022, and a director since August 2021; he is 61 years old as of March 31, 2025 . He previously served as CEO of G1 Therapeutics (took COSELA from IND to FDA approval), co-founded CGI Pharmaceuticals (acquired by Gilead; later Senior Advisor in R&D Strategy at Gilead), and held senior roles at The Leukemia & Lymphoma Society, StrideBio, and Hatteras Venture Partners; he began his career as an attending physician at Yale and holds an M.D./Ph.D. from Washington University and a B.S. from Yale . Under his tenure, BDTX achieved key clinical enrollment milestones for BDTX-1535 and BDTX-4933 and materially extended cash runway, ending 2024 with ~$98.6M cash, cash equivalents, and investments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| G1 Therapeutics | President & CEO; later Senior Advisor/Director | 2014–2020 (CEO); current advisor/director | Led IPO; advanced COSELA from IND to FDA approval . |
| CGI Pharmaceuticals | Co-founder; SVP | 1999–2010 | Built pipeline through clinical trials; enabled acquisition by Gilead . |
| Gilead Sciences | Senior Advisor, R&D Strategy/Corporate Strategy | 2010–2012 | Helped build oncology pipeline post-CGI acquisition . |
| The Leukemia & Lymphoma Society | EVP | 2012–2014 | Executive leadership in advocacy and policy . |
| StrideBio | CEO | 2022–2023 | Led gene therapy company operations . |
| Hatteras Venture Partners | Venture Partner | 2021–2023 | Venture investing and portfolio support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iOnctura | Executive Chair (board) | Current | Clinical-stage oncology; governance oversight . |
| Myeloid Therapeutics | Executive Chair (board) | Current | Clinical-stage mRNA-immunotherapy; strategic guidance . |
| G1 Therapeutics | Senior Advisor and Director | Current | Continued strategic input post-CEO tenure . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 180,333 | 644,800 |
| Target Bonus (%) | 55% | 55% |
| Actual Annual Bonus ($) | 113,667 (paid at 100% of target, pro-rated) | 319,176 (paid at 90% of target) |
| Option Awards ($ grant-date FV) | 2,591,404 | 1,882,269 |
| All Other Compensation ($) | 63,950 (includes director fees prior to employment) | 8,866 |
| Total Compensation ($) | 2,949,854 | 2,855,111 |
Notes:
- BDTX uses a pay-for-performance framework; CEO’s bonus is 100% tied to corporate goals .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2024 | Corporate performance goals (BDTX-1535/4933 enrollment milestones; cash runway extension to ~$98.6M YE) | 100% (CEO) | 100% | 90% of target achievement | 90% of target | Cash bonus; equity grants time-based; no grants timed around material disclosures . |
| 2023 | Corporate performance goals (BDTX-1535 and -4933 Phase milestones; July 2023 offering $71.6M net; YE 2023 cash ~$131.4M) | 100% (CEO) | 100% | 100% of target achievement | 100% (pro-rated for CEO tenure) | Cash bonus; options granted Feb and Sept 2023 . |
Clawback: BDTX adopted a compensation recovery policy per SEC/Nasdaq rules (3-year lookback for restatements) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 692,497 shares; 1.22% of outstanding as of April 11, 2025 . |
| Composition | 46,522 shares held; 645,975 shares issuable from options exercisable within 60 days . |
| Ownership guidelines | Not disclosed; insider trading policy prohibits short sales/derivatives and discusses pledging/margin risks . |
| Hedging/Pledging | Hedging/derivatives prohibited; policy highlights pledging/margin risk; no pledging arrangements disclosed in proxy . |
| 10b5-1 plans | No officer/director adopted or terminated Rule 10b5-1/non-10b5-1 plans in Q3 2025 . |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 8/9/2021 | 8/9/2021 | 30,000 | — | 9.85 | 8/8/2031 |
| 6/10/2022 | 6/7/2022 | 15,000 | — | 2.14 | 6/9/2032 |
| 5/16/2023 | 5/16/2023 | — | 16,500 | 1.82 | 5/15/2033 |
| 9/17/2023 | 9/17/2023 | 312,499 | 687,501 | 3.55 | 9/16/2033 |
| 2/14/2024 | 2/14/2024 | — | 537,000 | 4.86 | 2/13/2034 |
Vesting: Standard 25% cliff at 12 months from vesting commencement, remainder in 36 equal monthly installments unless noted .
Employment Terms
- Base salary: $620,000 initial (2023), later increased to $644,800 in 2024 .
- Target bonus: 55% of base salary .
- Initial CEO equity grant: Option to purchase 1,000,000 shares (25% at 1-year, then monthly over 36 months) .
- Severance (outside change-in-control): Lump sum equal to 12 months base salary + target bonus; partial 12-month vesting acceleration of equity; up to 12 months COBRA contribution; release required .
- Severance (within CIC period; double trigger): Lump sum 1.5x base salary + target bonus; full equity acceleration; up to 18 months COBRA contribution; Section 280G cutback applies (no excise tax gross-up) .
- Restrictive covenants: Confidentiality, IP assignment, non-solicitation; non-compete with garden leave construct; company can waive post-employment non-compete .
- Indemnification: Company provides indemnification agreements consistent with Delaware law .
Board Governance
- Board roles: Velleca is Chair and CEO (combined roles) since Dec 2022/Sept 2023; Lead Independent Director (Samarth Kulkarni) in place with authority to call independent sessions .
- Independence: Board determined all directors are independent except Velleca (and former CEO Epstein in 2024) .
- Committees: Audit (Chair Menzel), Compensation (Chair Behbahani), Nominating & Governance (Chair Dhingra) .
- Attendance: Board met six times in FY 2024; all incumbents ≥75% meeting attendance; directors expected to attend AGMs .
- Director compensation: Employee directors (incl. CEO Velleca) receive no additional board pay; non-employee director program includes cash retainers and option grants (30,550 annual; 61,100 new director), with caps of $750k/year ($1M first year) .
Director Compensation (for Velleca as CEO/Director)
- No incremental director compensation while serving as an employee-director .
Other Directorships & Interlocks
- Current external roles: Executive Chair at iOnctura and Myeloid Therapeutics; Senior Advisor/Director at G1 Therapeutics .
- No related party transactions disclosed involving Velleca; notable related party consulting involved a different director (Kapil Dhingra/KAPital) .
Compensation Structure Analysis
- Mix shift: 2023 featured a larger option grant at CEO appointment; 2024 showed continued substantial equity awards with high at-risk pay via equity and bonus tied to corporate performance .
- Performance rigor: CEO bonus tied 100% to corporate goals; payouts adjusted to 90% in 2024 vs 100% in 2023, reflecting milestone/cash objectives .
- Timing governance: Company policy avoids timing equity grants around material disclosures; no grants occurred within blackout windows around filings in 2024 .
- Clawback and 280G cutback: SEC/Nasdaq-compliant clawback; CIC severance subject to 280G cutback rather than gross-up (shareholder-friendly) .
Risk Indicators & Red Flags
- Combined CEO/Chair role can concentrate power; mitigated by lead independent director .
- No 10b5-1 plan adoptions/terminations in Q3 2025; reduces forced-selling optics but limits pre-set dispositions .
- No disclosed related-party transactions involving Velleca; routine indemnification and EGC status .
- Compensation recovery (clawback) policy in place .
Compensation Committee Analysis
- Independent committee; uses Aon/Radford as independent consultant; committee oversees CEO goals, peer benchmarking, and director compensation policy .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, BDTX is not required to conduct advisory say-on-pay votes; hence no historical say-on-pay percentages disclosed .
Financial Context
Recent financials provide backdrop for pay-for-performance evaluation.
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | — | — | — | — | — | 70,000,000 | — | — |
| Net Income ($) | -19,408,000 | -18,225,000 | -19,909,000 | -15,557,000 | -15,985,000* | 56,542,000 | -10,561,000 | -8,498,000 |
| EBITDA ($) | -20,769,000* | -20,160,000* | -22,044,000* | -18,044,000* | -15,245,000* | 54,617,000* | -13,334,000* | -10,892,000* |
Values marked with * are retrieved from S&P Global.
Annual net loss trajectory:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | -91,169,000 | -82,442,000 | -69,676,000 |
Investment Implications
- Alignment: Significant unexercised options (time-based vesting through 2033–2034) and beneficial ownership support retention and long-term alignment; hedging prohibited, and no pledging arrangements disclosed .
- Performance linkage: CEO bonus tied 100% to corporate objectives; 2024 payout reduction (90% vs 100% in 2023) tracks execution variance, indicating a functioning pay-for-performance system .
- Change-in-control economics: Double-trigger CIC with 1.5x salary + target bonus and full acceleration, plus 280G cutback; this is competitive but not excessive, limiting shareholder tax gross-up risk .
- Governance risk: Combined CEO/Chair role warrants attention; presence of a Lead Independent Director and independent committees partially mitigates independence concerns .
- Trading signals: No recent 10b5-1 adoptions/terminations; future disclosures on planned sales could inform selling pressure; large option overhang and ATM capacity (up to $150M) disclosed in S-3 suggest potential dilution pathways to monitor .