Jessica Oien
About Jessica Oien
Jessica Oien, J.D., is Chief Legal Officer (CLO) and Corporate Secretary of Boundless Bio (BOLD). She has served as CLO since January 2024 and previously served as General Counsel and Corporate Secretary from August 2021 through December 2023; age 54 as of April 25, 2025. She holds a B.A. in Economics and Political Science from North Dakota State University and a J.D. from Loyola Law School . Company operating performance remains pre-revenue; EBITDA was -$45.5m in FY 2022, -$53.8m in FY 2023, and -$72.2m in FY 2024; EBITDA by quarter from Q4’24 to Q3’25 ranged from -$18.0m to -$14.8m (see tables below; values retrieved from S&P Global). She signed multiple 8-Ks in 2025 as CLO and Corporate Secretary, evidencing an active role in disclosure controls and governance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boundless Bio | Chief Legal Officer & Corporate Secretary | Jan 2024–present | Senior legal officer; Corporate Secretary for board/governance |
| Boundless Bio | General Counsel & Corporate Secretary | Aug 2021–Dec 2023 | Led legal function through IPO transition |
| Cidara Therapeutics (public biotech) | General Counsel & Corporate Secretary | Sep 2018–Aug 2021 | Public-company governance and corporate legal leadership |
| Otonomy (public biopharma) | VP, Legal and Compliance | 2015–2018 | Legal lead for commercial business; spearheaded commercial compliance program |
| Pernix Therapeutics | VP, Legal & Compliance | n/d | Senior legal/compliance roles |
| Somaxon Pharmaceuticals | VP, Legal Affairs & Compliance | n/d | Senior legal/compliance roles |
| Verus Pharmaceuticals | Senior Director, Legal Affairs | n/d | Senior legal role |
| Elan Pharmaceuticals | Senior Director, Legal Affairs | n/d | Senior legal role |
| Brobeck, Phleger & Harrison; Milbank, Tweed, Hadley & McCloy | Corporate counsel | n/d | Early legal career at national firms |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Employment letters permit up to one outside board with approval; no current external directorships disclosed |
Fixed Compensation
| Component | Terms | Period/Status |
|---|---|---|
| Base salary | $345,000 per year (initial offer) | Effective with initial employment (letter incorporated in S-1) |
| Target annual bonus | Up to 35% of base salary (initial offer) | Initial employment terms |
| Signing bonus | $50,000; subject to 12-month clawback if voluntary resignation within one year | One-time at start |
| Post-IPO compensation update | Amended and Restated Employment Letter (Mar 5, 2024) provides for Board-set base and bonus targets communicated separately; specific dollar amounts not disclosed in the filing | Effective upon IPO; amounts not disclosed |
Performance Compensation
Equity and Incentive Structure
| Incentive | Metric/Mechanics | Target/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Company annual performance plan; individual eligibility per plan | Initial target 35% of salary (per 2021 letter) ; Company-wide NEO targets in 2024 were 55% CEO / 40% other NEOs (context) | 2024 plan funded at 90% of target at the company level (NEO context; Oien payout not disclosed) | Paid following year per plan |
| Stock options (initial) | Option grant to purchase 625,000 shares at FMV on grant date | — | — | 4-year vesting: 25% at 1-year, then monthly over 36 months, service-based |
| Option repricing (company-wide action) | On Aug 19, 2024, exercise prices for eligible outstanding employee options ≥$3.71 were reduced to $3.56 (closing price); “Premium End Date” conditions apply (earlier of Aug 19, 2026; pre-CIC close; or qualifying termination) to preserve original strike if exercised early | NEOs had repriced amounts disclosed (CEO 1,147,242; CMO 316,893; CSO 292,821 repriced options); Oien amounts not disclosed | — | Existing terms otherwise unchanged; retention-oriented premium period |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (individual) | Not individually enumerated for Oien in the 2025 proxy ownership table; table lists CEO and other directors/NEOs; Oien is listed as an executive officer but not as a named line item owner |
| Hedging policy | Hedging transactions (e.g., collars, swaps) prohibited for directors, officers, employees |
| Pledging policy | No explicit pledging prohibition disclosed in proxy excerpt; proxy focuses on hedging prohibition |
| Clawback policy | Nasdaq-compliant compensation clawback policy adopted (referenced in 2024 10-K) |
| Ownership guidelines | Not disclosed in the provided proxy excerpts |
Employment Terms
| Term | Details |
|---|---|
| Employment start at BOLD | General Counsel & Corporate Secretary since Aug 2021; became CLO Jan 2024 |
| Employment letters | Original Employment Offer Letter dated June 23, 2021; Amended and Restated Employment Offer Letter dated March 5, 2024 effective upon IPO |
| Severance & CIC plan (adopted Mar 2024) | Covered employees are designated into Tier 1, Tier 2, or Tier 3 by the Compensation Committee; NEOs other than the CEO were Tier 2; Oien’s tier is not specified in the proxy |
| Non-CIC severance | Lump-sum cash equal to 12 months (Tier 1), 9 months (Tier 2), or 6 months (Tier 3) of base pay; company-paid COBRA for same months; Tier 1 gets acceleration of time-based equity that would vest within 12 months post-termination |
| CIC severance (within 12 months after CIC) | Lump-sum cash: Tier 1 = 18 months base + 1.5x target bonus; Tier 2 = 12 months base + 1.0x target bonus; Tier 3 = 9 months base + 0.75x target bonus; COBRA for 18/12/9 months; 100% acceleration of time-based equity; performance equity vests at target unless award terms say otherwise |
| Good Reason (definition) | Material diminution of authority/duties, base compensation cut (other than across-the-board), relocation >35 miles, or material breach; notice-and-cure provisions apply |
Company Performance During Tenure
Annual EBITDA (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -45.527m* | -53.839m* | -72.181m* |
| *Values retrieved from S&P Global. |
Quarterly EBITDA (USD):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | -17.982m* | -17.024m* | -16.744m* | -14.838m* |
| *Values retrieved from S&P Global. |
Additional Governance/Context Signals
- Oien acts as authorized signatory on multiple current reports as CLO and Corporate Secretary (e.g., Q3’25, Q2’25, Q1’25 results and shareholder meeting outcomes), underscoring centrality in disclosure and governance processes .
- The company implemented a broad employee option repricing on Aug 19, 2024 to support retention without additional dilution or cash cost; repricing included NEO awards and set a Premium End Date construct to discourage early exercise at the reduced strike absent retention triggers .
- CFO departure (Oct 11, 2024) with Tier 2 severance under the plan; routine replacement of principal financial officer duties disclosed; Oien signed that 8-K as CLO .
Investment Implications
- Alignment: Oien’s initial equity package (625k options, 4-year vesting) provides equity linkage; by schedule, the initial grant would fully vest after four years from commencement, assuming continued service—creating alignment but also potential liquidity supply once in the money . Lack of disclosed individual ownership levels and absence of ownership guidelines limit transparency on current “skin in the game” .
- Retention risk: Participation in a formal Severance and CIC Plan with double-trigger terms (cash multiples and full acceleration for time-based awards) is retention-supportive; her specific tier is not disclosed, but Tier 2 is standard for non-CEO executives at BOLD . The August 2024 option repricing indicates management’s focus on retaining key talent amid underwater options, a positive retention signal but a compensation-structure red flag to some governance investors .
- Pay-for-performance: Company-wide bonus funding at 90% of target in 2024 suggests some discretion in variable pay despite ongoing negative EBITDA typical of a clinical-stage biotech; Oien’s specific payout not disclosed, tempering conclusions on her pay-performance linkage .
- Trading signals: Hedging is prohibited and a clawback policy is in place, reducing misalignment risks; no explicit pledging policy disclosed. Without Form 4 detail and individual ownership disclosure for Oien, near-term insider-selling pressure analysis is inconclusive .
Key gaps to monitor: Oien’s current equity holdings (vested/unvested) and any Form 4 activity; explicit ownership guidelines; confirmation of her severance tier designation; and any future equity grants post-IPO.
Citations:
- Biography, role, age, and executive table
- Employment letters and terms
- Bonus plan funding and NEO targets
- Severance & CIC Plan, tiers, and Good Reason
- Hedging and clawback policies
- Ownership table context (no individual line for Oien)
- Option repricing mechanics
- 8-K signatures/governance context