Jakob Dupont
Bolt BiotherapeuticsAbout Jakob Dupont
Jakob Dupont, M.D., age 60, is a Class II independent director at Bolt Biotherapeutics (BOLT), appointed in September 2024 with a term expiring at the 2026 annual meeting; he is an Executive Venture Partner (Private Equity) at Sofinnova Investments and previously held senior clinical development roles at Atara Biotherapeutics (Global Head R&D, EVP), Gossamer Bio (CMO), and Genentech (VP, Global Head of Breast/Gynecologic cancers). He holds degrees from Vassar College (BA), New York University (MA), and Weill Cornell Medical College (MD), and contributed to approvals of Herceptin, Perjeta, Kadcyla, Tecentriq, and Avastin . The Board affirmatively determined Dupont is independent under Nasdaq standards (alongside Onetto, O’Callaghan, LaPorte, and Berner) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Global Head of R&D, EVP | May 2020 – May 2023 | Led development and approval of EBVallo |
| Gossamer Bio, Inc. | Chief Medical Officer | Dec 2018 – May 2020 | Senior clinical leadership |
| Genentech, Inc. | VP & Global Head, Breast & Gynecologic Cancer Development | Jan 2017 – Dec 2018 | Contributed to approvals: Herceptin, Perjeta, Kadcyla, Tecentriq, Avastin |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sofinnova Investments | Executive Venture Partner, Private Equity | Since May 2023 | Affiliated with a 7.2% holder in BOLT (Sofinnova Venture Partners X, L.P.) |
| Pyxis Oncology, Inc. | Director | Current | Board service (committee roles not disclosed) |
| Imugene Limited | Director | Current | Board service (committee roles not disclosed) |
Board Governance
- Committee assignments: Effective Dec 19, 2024, Dupont joined the Audit Committee and the Nominating & Corporate Governance Committee . Both committees were reconstituted effective May 1, 2025, and no longer include Dupont (Audit: LaPorte [Chair], O’Callaghan, Berner; Nominating: Berner [Chair], Onetto) .
- Governance structure: Independent, non-executive Chair (Brian O’Callaghan) appointed May 2024; Board views separation of Chair/CEO as reinforcing independence and oversight .
- Attendance: In 2024 the Board met 7 times; all directors except Mr. Lee attended ≥75% of Board and committee meetings during their service (Dupont joined Sept 2024) .
- Independence: Board affirmed Dupont is independent under Nasdaq standards; no disqualifying relationships found .
Fixed Compensation
| Component | Policy Amount ($) | 2024 Dupont Actual ($) | Notes |
|---|---|---|---|
| Annual Board cash retainer | 35,000 | 11,375 | Prorated from Sept 2024 |
| Audit Committee – chair/member | 15,000 / 7,500 | Included in “Fees Earned” above if applicable | Prorated; Dupont became member 12/19/2024 |
| Compensation Committee – chair/member | 10,000 / 5,000 | 0 | Dupont not a member |
| Nominating & Corporate Governance – chair/member | 8,000 / 4,000 | Included in “Fees Earned” above if applicable | Prorated; Dupont became member 12/19/2024 |
| Meeting fees | N/A (not disclosed) | — | No meeting fees disclosed |
| Other cash | — | — | No other cash disclosed for Dupont |
Director compensation limit: $1,000,000 per one-year period; $1,500,000 if first appointed/elected during the period; equity valued at grant-date fair value .
Performance Compensation
| Grant | Shares | Exercise Price ($) | Grant Value ($) | Vesting | Term/COC |
|---|---|---|---|---|---|
| Initial appointment option (Sept 2024) | 50,000 | 0.6798 | Included in 2024 option award total | 1/36 monthly over 36 months, subject to continuous service | 10-year term; immediate vesting acceleration upon change in control if director remains in service through change-in-control date |
| Prorated initial annual option (Sept 2024) | 16,984 | 0.6798 | Included in 2024 option award total | Vests in full on the date immediately preceding the 2025 annual meeting | Same as above |
| 2024 total option award value (director comp table) | — | — | 36,352 | Reflects grant-date fair value under ASC 718 | — |
Director option policy: Continuing non-employee directors receive 22,000 options at each annual meeting (e.g., 2024 grant priced at $0.7682); new directors receive 50,000 options plus prorated annual option; all options have 10-year term and change-in-control acceleration .
Clawbacks and trading restrictions:
- Dodd-Frank compliant recoupment policy applies to executive officers for compensation based on financial reporting measures; not specified for directors .
- Insider Trading Policy prohibits hedging and pledging, margin purchases, or borrowing against BOLT stock by employees, directors, and consultants .
Other Directorships & Interlocks
| Entity | Stake/Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Sofinnova Venture Partners X, L.P. | 7.2% of BOLT outstanding shares | Dupont is an Executive Venture Partner at Sofinnova; Sofinnova-affiliated director James Healy resigned Sept 3, 2024. Board determined Dupont independent; appointment 8-K states no Item 404(a) related party transactions at time of appointment . |
| Pyxis Oncology, Inc.; Imugene Limited | Director | No disclosed related-party transactions with BOLT involving these issuers . |
Expertise & Qualifications
- Extensive clinical development and commercialization experience with multiple oncology approvals (Herceptin, Perjeta, Kadcyla, Tecentriq, Avastin) .
- Senior R&D leadership (Atara EVP/Global Head R&D; Gossamer CMO; Genentech VP) and current venture role (Sofinnova) .
- Education: BA Vassar, MA NYU, MD Weill Cornell .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Vested vs. Unvested Detail |
|---|---|---|---|
| Jakob Dupont, M.D. | 11,111 | <1% | 11,111 options exercisable within 60 days of Mar 31, 2025 ; total option awards outstanding as of Dec 31, 2024: 66,984 . Hedging/pledging prohibited by policy . |
Applicable denominator: 38,339,697 shares outstanding as of March 31, 2025 .
Governance Assessment
- Independence and committee transitions: Dupont was added to Audit and Nominating committees on Dec 19, 2024; both committees were reconstituted effective May 1, 2025 to exclude Dupont, coincident with a new consulting agreement beginning May 1, 2025 (up to $120,000 per rolling 12 months plus 20,000 options). This sequence suggests proactive mitigation of independence optics around audit/nominating oversight while preserving director independence per Nasdaq standards .
- Consulting Agreement: As of April 2025, Dupont agreed to provide consulting services starting May 1, 2025, capped at $120,000 per 12-month period plus 20,000 options. While permissible, this creates perceived conflict risk and necessitates disclosure controls and committee rebalancing, which the Board executed .
- Attendance and engagement: 2024 Board/committee attendance thresholds met by all directors except Mr. Lee; Dupont joined in Sept 2024 and, by implication, met ≥75% attendance during his service period .
- Ownership alignment: Dupont’s compensation is primarily time-based stock options with 10-year terms and change-in-control acceleration; beneficial ownership is <1% with some options already exercisable, and hedging/pledging prohibited—alignment exists but limited by low ownership magnitude and time-based vesting (no performance-vested equity) .
- Say-on-Pay context: BOLT is an Emerging Growth Company and is exempt from holding advisory votes on executive compensation; reduced shareholder feedback mechanisms are a governance consideration, albeit standard for EGCs .
RED FLAGS
- Consulting arrangement while on the Board (effective May 1, 2025) increases potential conflict-of-interest concerns; committee removal mitigates, but investors should monitor scope, deliverables, and compensation levels (cap: $120,000; equity: 20,000 options) .
- Change-in-control single-trigger acceleration for director equity can weaken pay-for-performance alignment if a transaction occurs; directors’ options vest immediately on change-in-control .
- Significant shareholder affiliation: Sofinnova-affiliated 7.2% ownership and Dupont’s venture role warrant continued monitoring of related-party safeguards, although 8-K appointment disclosed no Item 404 transactions and Board affirmed independence .