David Johnson
About David Johnson
David Johnson, age 56, is an independent Class II director of Caribou Biosciences (CRBU) serving since May 2022. He is currently Chief Operating Officer of Vera Therapeutics, overseeing commercial, product development and manufacturing, IT, and facilities, with prior senior commercial roles at Global Blood Therapeutics (led the launch of Oxbryta® in 2019), Gilead Sciences (built liver disease franchise; oversaw HIV franchise), and GlaxoSmithKline. He holds a B.A. in Business Marketing from the University of Puget Sound and an M.B.A. from UNC Kenan‑Flagler Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Blood Therapeutics (acquired by Pfizer) | Chief Commercial Officer | Mar 2018 – Dec 2022 | Led global commercial functions; facilitated Oxbryta® launch in 2019 |
| Gilead Sciences | Various commercial roles incl. VP Sales & Marketing (Liver Disease BU) | 2003 – 2018 | Built/led liver disease franchise; launched four hepatitis medicines; led Antiviral Business Unit/HIV franchise |
| GlaxoSmithKline | Sales, product marketing, BD, global commercial strategy, portfolio development | 11-year tenure (pre‑Gilead) | Commercial leadership experience across functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vera Therapeutics, Inc. | Chief Operating Officer | Current | Leads commercial, product development & manufacturing, IT, facilities |
Board Governance
- Committee memberships: Audit Committee member; Audit Committee met 5 times in 2024; Chair is Andrew Guggenhime (Johnson is not chair) .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Audit members meet Rule 10A‑3 criteria .
- Board structure and attendance: Classified board; Johnson is Class II (term expires at the 2026 Annual Meeting). The Board met 6 times in 2024; all directors then in office attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Not disclosed; Board Chair is Andrew Guggenhime (separate from CEO) .
- Related party oversight: Audit Committee reviews, approves, and oversees related person transactions .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 48,309 | Reported in Non‑Employee Director Compensation |
| Board annual cash fee | 40,000 | Standard director retainer (paid quarterly; prorated) |
| Audit Committee member fee | 7,500 | Member fee; Chair receives $15,000 (Johnson is not chair) |
| Meeting fees | 0 | No meeting fees; reimbursement of reasonable expenses |
Performance Compensation
| Metric | Grant Date | Shares/Units | Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Annual director stock option grant | Feb 20, 2024 | 39,500 | 173,358 | Annual grants vest monthly over 1 year |
| Annual director stock option grant | Feb 20, 2025 | 40,500 | Not disclosed | Annual grants vest monthly over 1 year |
| Initial director option grant (policy) | Various (on joining Board) | Not disclosed | Not disclosed | Vests in 3 equal annual installments starting 1‑year from grant |
- Outstanding director options (as of Dec 31, 2024): Johnson held 105,000 options .
- Strike prices and expiration dates for director grants were not disclosed in the proxy; fair values are per ASC 718 methodology .
- Performance metrics tied to director compensation: None disclosed; director equity is time‑based vesting .
Other Directorships & Interlocks
| Organization | Role | Board/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Johnson in the proxy . |
- Notable shareholder/transaction context: Pfizer is a 5%+ holder and party to information rights and program ROFN related to BCMA program; this arrangement was approved under the related person transaction policy and is overseen by the Audit Committee . Johnson’s prior employment at GBT (acquired by Pfizer) is historical and not a disclosed related‑party transaction .
Expertise & Qualifications
- Commercial leadership across launch and lifecycle management in rare disease (Oxbryta®) and antivirals (HIV, hepatitis); deep biopharma go‑to‑market experience .
- Education: B.A. Business Marketing (University of Puget Sound); M.B.A. (UNC Kenan‑Flagler) .
- Governance: Audit Committee service; independent director status .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| David Johnson | 115,125 | <1% | Consists of options exercisable within 60 days as of April 15, 2025 |
| Shares outstanding (reference) | 93,004,602 | — | Shares outstanding as of record date |
- Company hedging/pledging policy: Prohibits hedging, margin/pledging, options trading, and short sales by directors (and immediate family) .
Governance Assessment
- Positives:
- Independence and Audit Committee oversight responsibilities support board effectiveness and risk management .
- Strong commercial background (product launches, franchise building) adds market access and commercialization expertise to the board .
- Attendance: Board/committee participation met the at least 75% threshold in 2024; directors attended the annual meeting, indicating engagement .
- Anti‑hedging/pledging policy enhances alignment and reduces risk of misalignment .
- Non‑employee director compensation capped at $750,000 per year, reinforcing pay governance discipline .
- Watch items / RED FLAGS:
- Ownership alignment: Beneficial ownership consists of options only, with no disclosed common shares held directly; skin‑in‑the‑game may be limited relative to peers relying on RSUs/stock holdings .
- Time commitments: Senior operating role at Vera Therapeutics may constrain bandwidth; however, no attendance shortfall was disclosed .
- Related‑party exposure: None disclosed involving Johnson; Audit Committee monitors RPTs; Pfizer arrangement exists at company level but not tied to Johnson’s current roles .
- Director compensation mix: In 2024, equity (options) constituted the majority of Johnson’s director pay ($173,358 of $221,667 total), indicating at‑risk, market‑linked compensation .