Jerel Banks
About Jerel Banks
Dr. Jerel A. Banks, M.D., Ph.D., is Executive Chairman, Chief Executive Officer, and a director of Benitec Biopharma Inc. (BNTC); he has served as a director since October 2016, Chairman since October 2017, and CEO since June 2018 . He holds an M.D. and Ph.D. (Organic Chemistry) from Brown University and an A.B. in Chemistry from Princeton University . Pay-versus-performance disclosures show PEO “compensation actually paid” of $26.7M in FY2025, $4.29M in FY2024, and $0.70M in FY2023, alongside “Investment-Based TSR” values of $67.38 (FY2025), $72.40 (FY2024), and $(79.44) (FY2023), and net losses of $(37.9)M, $(21.8)M, and $(14.9)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Benitec Biopharma Inc. | Director | Oct 2016–present | Board oversight; governance |
| Benitec Biopharma Inc. | Chairman of the Board | Oct 2017–present | Sets board agenda; leadership |
| Benitec Biopharma Inc. | Chief Executive Officer | Jun 2018–present | Overall corporate strategy and execution |
| Nant Capital, LLC | Chief Investment Officer | Not disclosed | Healthcare investment leadership |
| Franklin Templeton (Franklin Biotechnology Discovery Fund) | VP, Portfolio Manager, Research Analyst | 2012–2015 | Public biotech investing and research |
| Sectoral Asset Management | Senior Equity Research Analyst | 2011–2012 | Biotech equity research |
| Apothecary Capital (Bass Family office) | Biotech Equity Research Analyst | 2008–2011 | Biotech equity analysis |
| Capital Research Company | Healthcare Equity Research Associate | 2006–2008 | Equity research training and coverage |
External Roles
- No other public company board service or external directorships are disclosed in the 2025 proxy biography for Dr. Banks .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 627,900 | 661,100 |
| Target Bonus (% of Salary) | Not disclosed | 55% |
| Actual Bonus ($) | 360,360 | 366,850 |
| All Other Compensation ($) | 37,992 (company-paid health/life) | 41,546 (company-paid health/life) |
| Notes on Salary Changes | — | Annual base was $655,200 1H FY2025; increased to $667,000 effective Jan 1, 2025 |
Performance Compensation
Annual Cash Incentive (Discretionary)
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual discretionary bonus | Not formulaic (discretionary) | 55% of salary (FY2025) | $366,850 (FY2025) | Not disclosed | Cash, immediate |
| Annual discretionary bonus | Not formulaic (discretionary) | Not disclosed (FY2024) | $360,360 (FY2024) | Not disclosed | Cash, immediate |
Stock Option Awards (Outstanding/Key Grants)
| Grant Date | Total Options Granted | Exercise Price | Vesting Schedule | First Vest Date | Expiration |
|---|---|---|---|---|---|
| Dec 9, 2024 | 2,310,000 (288,750 ex., 2,021,250 unex.) | $12.18 | 16 equal quarterly installments | Mar 31, 2025 | Dec 8, 2034 |
| Mar 6, 2024 | 466,554 (155,518 ex., 311,036 unex.) | $5.21 | 1/3 per year (3 tranches) | Mar 6 anniversary | Mar 5, 2034 |
| Jun 13, 2023 | 20,994 (13,997 ex., 6,997 unex. as of 6/30/2025) | $3.91 | 1/3 per year (3 tranches) | Jun 13 anniversary | Jun 12, 2033 |
| Legacy (as of 6/30/2024) | 16,726 exercisable (12/9/2020 grant) | $50.66 | Time-based; fully vested by 2024 | — | Dec 8, 2030 |
FY2025 option award accounting values (SCT) for Dr. Banks were $24.80M (Options), driving a total SCT pay of $25.87M; FY2024 option award values were $2.13M, total SCT pay $3.16M .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Basis Shares Outstanding |
|---|---|---|---|
| Oct 10, 2025 | 619,363 | 2.3% | 26,250,469 |
| Oct 17, 2024 | 23,723 (options exercisable within 60 days) | <1% | 19,814,979 |
- Outstanding equity at FY2025 year-end (options): 288,750 exercisable and 2,021,250 unexercisable (12/9/2024 grant); 155,518 exercisable and 311,036 unexercisable (3/6/2024 grant); 13,997 exercisable and 6,997 unexercisable (6/13/2023 grant) .
- Pledging/hedging and formal executive stock ownership guideline disclosures were not identified in the cited documents; the company notes equity awards are approved by the Compensation Committee and timing is not set to benefit from MNPI .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment status | At-will; Company must provide at least 6 months’ notice (or pay in lieu) to terminate; Dr. Banks must provide 6 months’ notice to resign |
| For-cause termination | Immediate termination without notice for specified causes (e.g., willful misconduct, felony, incapacity) |
| Restrictive covenants | Post-employment non-solicit of employees for one year; confidentiality and non-disparagement obligations |
| Change-in-control (CIC) | Single-trigger equity acceleration: all unvested stock options vest immediately prior to a CIC; no additional CIC cash benefits for NEOs |
| Indemnification | Separate indemnification agreements with directors and officers to fullest extent under Delaware law |
Board Governance
- Service history: Director since Oct 2016; Chairman since Oct 2017; CEO since Jun 2018 .
- Committee roles: Member, Nominating and Corporate Governance Committee .
- Director pay: As an employee-director, Dr. Banks receives no additional director fees for Board service .
- Ownership context: Major holders include Suvretta Capital (49.9%), Franklin Resources (15.9%), and Janus Henderson (11.1%) as of Oct 10, 2025, implying concentrated institutional influence over governance .
Director Compensation (as applicable to dual role)
- Employee-directors (Dr. Banks; Ms. Boston) do not receive separate Board retainers or equity for director service; non-employee director annual retainers were $40,000 with additional committee/Chair retainers; 35,000-option annual director grants (12/9/2024) vest by the next annual meeting or first anniversary .
Performance & Track Record Indicators (company-level context)
| Year | PEO “Comp Actually Paid” | Investment-Based TSR | Net Income (Loss, $000s) |
|---|---|---|---|
| FY2025 | $26,724,611 | $67.38 | $(37,864) |
| FY2024 | $4,288,885 | $72.40 | $(21,814) |
| FY2023 | $701,866 | $(79.44) | $(14,901) |
Compensation Structure Analysis
- Equity-heavy pay in FY2025: Options valued at $24.80M (grant-date fair value) dominated total PEO compensation of $25.87M, indicating strong long-term equity linkage but also significant potential dilution and overhang .
- Vesting cadence and potential supply: The Dec 9, 2024 grant vests in 16 equal quarterly tranches beginning Mar 31, 2025, implying approximately 144,375 options vest per quarter through 2028 (2,310,000/16), which can create periodic supply and selling pressure as options become exercisable, subject to exercise decisions and 10b5-1 plans .
- Discretionary annual bonus: Bonuses are discretionary (not formula-driven), with a 55% of salary target in FY2025; Dr. Banks’ FY2025 bonus was $366,850, suggesting limited transparency around specific operating metrics (e.g., revenue/EBITDA/TSR hurdles) .
- CIC terms: Single-trigger option acceleration upon CIC without additional cash severance can incentivize strategic optionality but is viewed by some investors as less aligned than double-trigger constructs .
- Governance considerations: Dual role as Executive Chairman and CEO plus membership on the Nominating & Corporate Governance Committee concentrates leadership influence; employee-director status (no director fees) underscores non-independence .
Vesting Schedules and Insider Selling Pressure
| Award | Size | Vesting Detail | Key Dates |
|---|---|---|---|
| Options (12/9/2024) | 2,310,000 | 1/16 quarterly; first vest Mar 31, 2025; approx. 144,375 per quarter (equal installments) | Quarterly through Dec 31, 2028 |
| Options (3/6/2024) | 466,554 | 1/3 annually on each grant anniversary (2025–2027) | Mar 6, 2025; Mar 6, 2026; Mar 6, 2027 |
| Options (6/13/2023) | 20,994 | 1/3 annually (2024–2026) | Jun 13, 2024–2026 |
Note: Form 4 transactions were not surfaced in the cited set; monitor Section 16 filings for 10b5-1 plans or exercises around quarterly and annual vest dates (facts shown here are vesting mechanics and dates) .
Equity Ownership & Alignment Detail (Breakdown at FY2025 Year-End)
| Category | Count |
|---|---|
| Options exercisable (12/9/2024 grant) | 288,750 |
| Options unexercisable (12/9/2024 grant) | 2,021,250 |
| Options exercisable (3/6/2024 grant) | 155,518 |
| Options unexercisable (3/6/2024 grant) | 311,036 |
| Options exercisable (6/13/2023 grant) | 13,997 |
| Options unexercisable (6/13/2023 grant) | 6,997 |
Employment Terms (Severance/CIC Economics)
| Component | Economics |
|---|---|
| Notice/separation | 6 months’ notice by company or executive; pay in lieu permitted |
| CIC acceleration | All unvested options fully vest immediately prior to CIC; no additional payments or benefits |
| Clawback/tax gross-ups | Not disclosed in the cited documents; indemnification agreements in place |
Investment Implications
- Option-heavy pay drives alignment but creates meaningful overhang: FY2025 option grant ($24.8M accounting value) and 16-quarter vesting through 2028 mean a steady flow of newly vested options (about 144k per quarter), elevating potential selling pressure around vest dates and requiring close monitoring of exercises and any 10b5-1 plans .
- Limited formulaic pay-for-performance: Discretionary cash bonuses (55% target; $366.9k paid in FY2025) offer flexibility but reduce metric transparency versus explicit revenue/EBITDA/TSR scorecards, which can weaken direct pay-performance linkage in the near term .
- CIC accelerates equity (single-trigger) without cash multiples: This structure can motivate strategic optionality but may be viewed as less shareholder-friendly than double-trigger approaches; it concentrates value realization in equity acceleration rather than cash severance .
- Governance concentration: Dual role (Executive Chairman & CEO) and committee participation centralize influence; employee-director status implies non-independence, increasing the importance of robust independent oversight by other directors and major holders (Suvretta at 49.9% as of Oct 10, 2025) .
- Ownership rising: Beneficial ownership rose to 619,363 shares (2.3%) as of Oct 10, 2025, from 23,723 as of Oct 17, 2024, reflecting increased option holdings and potential alignment but also reinforcing the importance of future exercise/sale behavior analysis .