Zachary Hornby
About Zachary Hornby
Zachary D. Hornby is President, Chief Executive Officer, and a Class III Director of Boundless Bio (BOLD). He has served as CEO and director since May 2019 and is 46 years old . He holds a B.S. and M.S. in Biology from Stanford University and an M.B.A. from Harvard Business School . The proxy does not disclose TSR, revenue growth, or EBITDA growth for his tenure; Boundless is a clinical-stage biotech and did not present those performance metrics in the 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ignyta, Inc. | Chief Operating Officer | Jun 2014–Jul 2018 | Led the operational team responsible for development of Rozlytrek (entrectinib) and efforts leading to acquisition by Roche (Feb 2018) . |
| Ignyta, Inc. | Chief Financial Officer | Jul 2013–May 2014 | Senior executive leadership in finance during company’s growth phase . |
| Ignyta, Inc. | VP, Corporate Development | Aug 2012–Jul 2013 | Led corporate development initiatives . |
| Fate Therapeutics | Senior Director, Business Development | Not disclosed | Business development in oncology/immunology-focused cell therapy company . |
| Halozyme Therapeutics | Business/Corporate Development roles | Not disclosed | Corporate development roles at a public biotech . |
| Neurocrine Biosciences; L.E.K. Consulting | Various roles | Not disclosed | New product planning, marketing, strategy and consulting experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Radionetics Oncology, Inc. (private) | Director | Current | Serves on the board of directors . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual) | $495,000 | $594,558 |
| Target Bonus % of Salary | 55% | 55% |
| Annual Bonus Paid (cash) | $222,750 | $281,586 |
| 401(k) Company Match | $3,300 | $3,450 |
| Notable Salary Actions | N/A | Increased from $495,000 to $515,000 effective Jan 1, 2024; then to $620,000 effective Apr 1, 2024 upon IPO alignment . |
- 2024 bonus funding: corporate bonus plan funded at 90% of target based on product development/pipeline and corporate development goals; CEO target remained 55% of annual base salary .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals: product development/pipeline; corporate development | Not disclosed | 55% of annual base salary | Plan funded at 90%; CEO received $281,586 for 2024 | Paid typically in Q1 of following year |
| Stock Options (Feb 15, 2024) | Time-based (no performance conditions) | N/A | 257,207 options @ $8.19 | Granted | Vest monthly over 4 years starting first monthly anniversary of vesting commencement date |
| Stock Options (Mar 27, 2024) | Time-based (no performance conditions) | N/A | 162,343 options @ $16.00; grant-date fair value $2,041,479 | Granted | Vest monthly over 4 years starting first monthly anniversary |
- Option Repricing: On Aug 19, 2024, BOLD repriced underwater options (including Hornby’s) to $3.56 (the closing price) with a “Premium End Date” that preserves original exercise prices if exercised before Aug 19, 2026 or upon certain terminations, unless there is a qualifying termination or change in control; Hornby had 1,147,242 repriced options (original strikes $4.10–$16.00) .
Equity Ownership & Alignment
| Ownership detail (as of Apr 25, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership | 1,040,464 shares (4.5% of outstanding) |
| Common Shares Owned | 256,410 shares |
| Options Exercisable (within 60 days) | 784,054 shares |
| Shares Outstanding (for % calc) | 22,300,043 shares (record date) |
| Hedging/Pledging Policies | Hedging prohibited under Insider Trading Policy; no explicit pledging disclosure in proxy . |
| Director Pay for Board Service | CEO receives no additional compensation for director service . |
Outstanding equity awards detail (time-based vesting; latest repriced exercise price assumes Premium End Date achieved):
| Grant date | Vesting commencement | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|---|
| 6/10/2020 | 6/10/2020 | 128,205 | — | $3.12 | 6/9/2030 |
| 6/7/2021 | 6/7/2021 | 224,357 | 32,053 | $3.56 (repriced; see note) | 6/6/2031 |
| 6/13/2023 | 6/13/2023 | 176,724 | 294,558 | $3.56 (repriced; see note) | 6/12/2033 |
| 2/15/2024 | 2/15/2024 | 53,580 | 203,627 | $3.56 (repriced; see note) | 2/14/2034 |
| 3/27/2024 | 3/27/2024 | 30,439 | 131,904 | $3.56 (repriced; see note) | 3/26/2034 |
- Repricing note: If exercised before the Premium End Date, original exercise prices apply (2019–2023 grants at $4.10; 2/15/2024 at $8.19; 3/27/2024 at $16.00). Premium End Date is the earliest of Aug 19, 2026, just prior to a change in control, or qualifying termination (death/disability/RIF with release) .
Employment Terms
| Term | Details |
|---|---|
| Role start date | CEO/President and Director since May 2019 |
| Employment paper | Employment letter in place; base salary and target bonus set therein |
| Severance plan tier | Tier 1 Covered Employee |
| Severance (non‑CIC) | Lump sum equal to 12 months base pay; company‑paid COBRA for 12 months; accelerated vesting of time‑based equity that would vest in 12 months (performance awards per award terms); release and restrictive covenants required . |
| Severance (within 12 months post‑CIC) | Lump sum equal to 18 months base pay plus 1.5x target bonus; company‑paid COBRA for 18 months; 100% acceleration of time‑based equity; performance awards vest at “target” unless award says otherwise; release and restrictive covenants required . |
| “Cause”, “Good Reason” | Defined; Good Reason includes material diminution in role/comp, relocation >35 miles, or material breach; notice/cure periods apply . |
| Clawback | Policy for Recovery of Erroneously Awarded Compensation compliant with Nasdaq Dodd‑Frank rules . |
| Hedging | Prohibited under Insider Trading Compliance Policy . |
| Non‑solicit/Non‑disparagement | Required to receive severance benefits . |
| Deferred compensation | Company does not maintain nonqualified deferred comp plans . |
| 401(k) | Matching equal to 25% of first 4% of eligible contributions, capped at 1% of eligible compensation (2024 program) . |
Board Governance
- Board service and independence: Hornby is a Class III Director and not independent under Nasdaq rules; all other directors are independent per Board determination .
- Leadership structure: Chairman role is separate (held by Dr. Jonathan Lim); CEO and Chair roles are split; independent directors meet in executive session .
- Committees: Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; Hornby is not a member of any committee .
- Attendance: In 2024, the Board met five times; each director attended at least 75% of Board/committee meetings during their service periods .
- Director compensation: CEO receives no director fees; non‑employee director program is disclosed separately in the proxy .
Compensation Committee Analysis
- Consultant: Alpine Rewards, LLC served as independent compensation consultant in 2024; the Committee assessed independence and found no conflicts .
- Equity award practices: No program to time grants with MNPI; annual grants typically in Q1; 2024 additional grants occurred in connection with IPO .
- Option repricing: The Compensation Committee approved an option repricing effective Aug 19, 2024 to $3.56 with Premium End Date mechanics (Hornby affected); Board cited retention/motivation and dilution/cash conservation rationale .
Compensation Structure Signals
- Cash vs equity mix trend: CEO 2024 total comp predominantly equity via option awards; 2024 option award grant-date fair value $5,175,279 vs salary $594,558 and cash bonus $281,586 .
- Bonus rigor: 2024 plan funded at 90% based on corporate objectives; target unchanged at 55% of salary .
- Repricing red flag: Two consecutive years of option repricings (June 2023 referenced in footnote and August 2024 implemented) indicate willingness to modify underwater grants, which some investors may view as adverse to pay-for-performance alignment .
Director/Officer Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Zachary D. Hornby | 1,040,464 | 4.5% |
- Composition: 256,410 common shares plus 784,054 options exercisable within 60 days of April 25, 2025 .
- Section 16 filings: Company states all Section 16(a) filing requirements were timely met in 2024 .
Related Party Transactions (context)
- No Hornby‑specific related party transactions are disclosed in 2023–2025; the proxy describes historical investor agreements that terminated at IPO and general indemnification arrangements .
Director Compensation (for board service)
- Not applicable to Hornby (CEO does not receive board compensation) .
Investment Implications
- Alignment: Hornby’s 4.5% beneficial stake (including a large number of vested options) provides meaningful equity alignment; hedging is prohibited, and no pledging policy is disclosed in the proxy .
- Incentive risk and selling pressure: Monthly-vesting options from 2024 grants and 784,054 options exercisable within 60 days as of the record date suggest ongoing vesting overhang; the Aug 2024 repricing to $3.56 increases in-the-money leverage and could elevate future sellable supply when windows open, though exercise-price “premium end” mechanics delay the economic benefit if exercised early .
- Pay-for-performance: Cash bonus funding at 90% indicates some downside variability, but repeated option repricings (2023 and 2024) may be viewed as shareholder‑unfriendly and a potential governance red flag despite retention rationale .
- Retention/transition risk: Tier 1 severance economics are robust (18 months base + 1.5x target bonus and full equity acceleration on double‑trigger CIC), reducing retention risk through CIC but increasing potential change‑in‑control costs; outside CIC, 12 months cash and partial 12‑month equity catch‑up acceleration apply .
- Governance mitigants: Separation of Chair/CEO, fully independent committees, and regular executive sessions help mitigate dual‑role concerns from CEO’s board service .