Melanie Morrison

About Melanie Morrison

Melanie Morrison is Chief Development Officer at Black Diamond Therapeutics (BDTX), serving since June 2023, and is 50 years old as of March 31, 2025 . She previously led clinical operations and development functions at Medivation, Immune Design, Aduro Biotech, and Nuvation Bio, and holds an M.S. in Health Sciences (GWU) and a B.S. from UC Davis, with multiple professional certifications and an Executive Scholar credential from Kellogg School of Management . As context for incentive alignment during her tenure, BDTX’s bonus framework for executive officers tied 2024 corporate performance to development and financial milestones and determined corporate performance at 90% of target for that year; executive eligibility includes “other executive officers” beyond named officers . BDTX prohibits hedging and pledging of company stock and permits use of Rule 10b5‑1 trading plans, which supports alignment and structured trading by insiders .

Past Roles

External Roles

• None disclosed in BDTX’s 2024–2025 proxy and 2024 Form 10-K biographies for Morrison .

Fixed Compensation

• BDTX uses a pay-for-performance program for executives comprising base salary, annual cash bonus eligibility, and long-term equity (primarily stock options), with participation in standard benefits (401(k) with safe harbor match, health/welfare plans, ESPP) .
• Executive officer base salaries are reviewed annually by the compensation committee considering role, market data, and performance; detailed salary figures were disclosed for named executive officers, but Morrison was not a named executive officer in 2024 and her individual base salary/bonus payouts were not disclosed .
• Benefits context: 401(k) safe harbor match (100% of up to 6% of eligible compensation), standard medical/disability/life coverage, flexible spending accounts, and an ESPP under Section 423 .

Performance Compensation

• Eligibility and structure: “Named executive officers, as well as other executive officers,” are eligible under the Senior Executive Cash Incentive Bonus Plan with corporate and individual objectives; for non-CEO named officers, bonuses are typically 80% corporate goals and 20% individual goals (CEO 100% corporate) .
• 2024 corporate outcome: BDTX determined 2024 corporate performance achieved 90% of target (context: progress in BDTX‑1535 and BDTX‑4933 enrollment and cash runway extension to year-end 2024 ~$98.6M) .

Note: The table reflects BDTX’s plan design and 2024 outcomes for named executive officers; Morrison’s specific target percentage and payout were not disclosed, though other executive officers are eligible for the Bonus Plan .

Equity Ownership & Alignment

• Policies:
  • Prohibits hedging (short sales, derivatives) and pledging/margining of company stock; supports Rule 10b5‑1 plans for structured trading by insiders .
  • Clawback: Board-adopted compensation recovery policy compliant with SEC/Nasdaq for financial restatements (3-year lookback) .
• Executive ownership data: Morrison’s individual beneficial ownership, grants, vested/unvested breakdown, and any 10b5‑1 plan disclosures were not detailed in the 2025 proxy; principal holders and named executive officer holdings are disclosed (Morrison is not listed among named executive officers) .
• Company equity overhang and potential supply (context for insider selling pressure):

Additional context as of Sept 30, 2025: 10,757 warrants outstanding at $3.02 exercise; 5,924,424 shares reserved for future issuance under the 2020 Plan; 1,690,512 shares reserved under the ESPP (all as of Sept 30, 2025) .

Employment Terms

• Individual CDO (Morrison) employment agreement terms (salary, target bonus, severance, change-in-control) were not disclosed in the 2025 proxy; BDTX provided detailed employment arrangements for the CEO, COO/GC, and CMO only (illustrating typical severance constructs of 12 months base/bonus and COBRA, with double-trigger acceleration and enhanced benefits in a change-in-control period for these roles) .
• Trading and recovery frameworks applicable to executives: insider trading policy (hedging/pledging prohibitions; 10b5‑1 plan policy) and compensation clawback policy are in force .

Investment Implications

• Pay-for-performance signals: Morrison participates in an executive framework that ties annual cash compensation to corporate and individual milestones, with 2024 corporate performance scored at 90% of target; this supports alignment but her specific target and payout were not disclosed, limiting precision of pay-performance calibration for her role .
• Retention and selling pressure: Company-wide equity overhang (9.75M options and 0.67M unvested RSUs as of Q3’25) and the prohibition on hedging/pledging suggest eventual supply may come through scheduled vesting/option exercises and 10b5‑1 plans, rather than opportunistic trading; Morrison’s individual equity position and vest schedule were not disclosed, preventing a direct estimate of her personal selling pressure .
• Governance and downside protections: Presence of a clawback policy and formal insider trading controls reduce governance risk; however, as an emerging growth company BDTX is not required to hold say‑on‑pay votes, limiting shareholder feedback mechanisms on executive compensation design while Morrison serves in her role .
• Data gaps: Because Morrison is not a named executive officer in the 2025 proxy, key details (base salary, target bonus %, individual bonus outcomes, equity grant sizes/vesting, severance/CIC terms, stock ownership guidelines or compliance status) are not publicly disclosed; ongoing monitoring of future proxies and any Form 4 filings would be required to assess incentive alignment and retention risk more precisely .

References:

• 2025 DEF 14A (Apr 18, 2025)
• 2024 DEF 14A (Apr 24, 2024)
• 2025 10-Q (Q3, Nov 6, 2025)
• 2025 10-Q (Q2, Aug 7, 2025)
• 2025 S-3 (Nov 13, 2025)
• 2024 10-K (Mar 6, 2025)