Laura Berner
Bolt BiotherapeuticsAbout Laura Berner
Independent Class I Director at Bolt Biotherapeutics since December 2022; age 50. Current COO of TRexBio (since 2022; previously Chief Business Officer 2020–2022). Prior roles include VP, Head of Business Development & Investor Relations at Myovant Sciences GmbH (2018–2020), business development at Roche Pharma Partnering, transactional law at Genentech, and corporate attorney at Ropes & Gray and in Harvard University’s Office of General Counsel. Education: B.A. Biology (Bryn Mawr), J.D. (Stanford Law), MBA (UIUC Gies). The Board has affirmatively determined she is independent; she is up for re‑election in 2025 to serve through the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRexBio (private biotech) | Chief Operating Officer | 2022–present | Senior operating leadership in biotech |
| TRexBio (private biotech) | Chief Business Officer | 2020–2022 | Corporate strategy/business development leadership |
| Myovant Sciences GmbH | VP, Head of BD & Investor Relations | 2018–2020 | Capital markets and BD interface |
| Roche Pharma Partnering | Business Development team member | — | Large-cap biopharma partnering experience |
| Genentech | Transactional law group | — | Complex life sciences transactions |
| Ropes & Gray LLP | Corporate attorney | — | Corporate law foundation |
| Harvard University (OGC) | Corporate attorney | — | Strategic transactions/legal governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TRexBio (private, venture‑backed) | Chief Operating Officer | 2022–present | Not disclosed as a public company directorship |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (previously Berner, Dupont, Onetto; commencing May 1, 2025 committee consists of Berner and Onetto) .
- Audit Committee member commencing May 1, 2025 (chair: LaPorte), with responsibilities including related-person transactions, disclosure controls, cybersecurity risk oversight, and auditor oversight .
- Compensation Committee member through April 2025; commencing May 1, 2025 committee consists of LaPorte and O’Callaghan; chair: O’Callaghan; committee uses external consultant (Aon/Radford) and oversees executive/director pay and equity plans .
- Independence: Board determined Berner is independent under Nasdaq rules; no material disqualifying relationships noted .
- Board structure: Classified board; Berner is Class I Director; nominated at 2025 meeting to serve until the 2028 meeting if elected .
- Attendance: In 2024, all directors except Mr. Lee attended ≥75% of Board and committee meetings; Board met 7x, Audit 4x, Compensation 3x, Nominating & Governance 1x; Research & Development committee was dissolved in June 2024 .
- Board leadership: Independent, non‑executive Chair appointed May 2024 (O’Callaghan), enhancing independent oversight .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Board cash retainer (policy) | $35,000 |
| Committee fees (policy) – Compensation (member); Nominating & Governance (chair) | $5,000 (member); $8,000 (chair) |
| Fees earned or paid in cash (Berner, reported) | $41,500 |
Notes: Policy fees may be prorated based on appointment changes; actual cash received for 2024 was $41,500 .
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Option awards (ASC 718 grant‑date fair value) | $13,402 |
| Annual director option grant (shares; exercise price; grant timing) | 22,000 shares; $0.7682; granted on date of 2024 Annual Meeting |
| Option awards held (as of 12/31/2024) | 109,261 options |
No RSUs/PSUs for directors are disclosed for 2024; non‑employee directors receive automatic initial and annual option grants per policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No public company directorships for Berner disclosed in the proxy materials |
Expertise & Qualifications
- Biopharma operating leadership (COO/CBO), strategic BD and IR roles; legal training with transactional focus .
- Degrees: B.A. Biology (Bryn Mawr), J.D. (Stanford), MBA (UIUC Gies) .
- Board skillset cited: corporate strategy, BD, IR, and law supporting governance and oversight .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Outstanding | Composition | Pledging/Hedging |
|---|---|---|---|---|
| March 31, 2025 | 77,539 | <1% | Options exercisable within 60 days (footnote (7)) | Company policy prohibits hedging and pledging of company stock |
Applicable shares outstanding basis: 38,339,697 as of March 31, 2025 (for percentage computations table-wide) .
Governance Assessment
- Independence and roles: Berner is an independent director with chair responsibilities on Nominating & Governance, and added audit responsibilities effective May 1, 2025—positions that enhance oversight of Board performance, governance guidelines, related‑party reviews, and cybersecurity risk .
- Engagement signal: Met the ≥75% attendance threshold in 2024 alongside most directors; Board and key committees met regularly during restructuring and pipeline reprioritization .
- Pay structure: Director pay is modest and primarily cash + standard annual options; Berner’s 2024 compensation totaled $54,902 (cash $41,500; option fair value $13,402), consistent with small‑cap biotech norms and alignment via annual option grants .
- Ownership alignment: Beneficial ownership consists of options exercisable within 60 days; no common shares disclosed—alignment is via options rather than direct stock ownership; hedging and pledging are prohibited, reducing misalignment risk .
- Controls and clawbacks: Dodd‑Frank‑compliant recoupment policy adopted; Audit Committee oversight includes disclosure controls/internal control and related‑party transaction review; Compensation Committee engages independent consultant (Aon/Radford) for benchmarking .
- Conflicts/related‑party exposure: Proxy discloses the related‑person transaction policy and highlights certain relationships (e.g., Stanford/Engleman) but none specifically involving Berner; Audit Committee reviews related‑person transactions .
Director Compensation (Detail Reference)
| Name | FY 2024 Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Laura Berner | 41,500 | 13,402 | 54,902 |
Board Meeting Activity (2024)
| Meeting Type | Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 4 |
| Compensation Committee | 3 |
| Nominating & Corporate Governance Committee | 1 |
Notes on Committee Composition (2025 updates)
- Compensation Committee: Previously Berner, LaPorte, O’Callaghan; effective May 1, 2025 comprised of LaPorte and O’Callaghan; chair remains O’Callaghan .
- Audit Committee: Effective May 1, 2025 comprised of LaPorte (chair), O’Callaghan, and Berner .
- Nominating & Corporate Governance: Effective May 1, 2025 comprised of Berner (chair) and Onetto .