Adam Dubow
About Adam Dubow
Adam Dubow, 58, serves as General Counsel, Chief Compliance Officer and Secretary of Day One Biopharmaceuticals (DAWN). He joined in October 2022 after 22+ years in senior legal and compliance roles at Bristol Myers Squibb, including SVP and Chief Compliance & Ethics Officer (2018–2021). He holds a B.A. from Brandeis University and a J.D. from Fordham University School of Law . As an NEO, his cash bonus is tied to company performance against defined program and operational goals; in 2024 the company performance multiplier was 123% (vs. 100% in 2023), and most NEO pay is variable/at-risk, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol Myers Squibb | SVP & Chief Compliance and Ethics Officer | 2018–2021 | Led global compliance and ethics; previously led Legal for Global R&D and regional legal teams (EMEA, APAC/Japan) . |
| Bristol Myers Squibb | Various legal leadership roles | 1999–2018 | Directed compliance, R&D legal, and international regional legal teams supporting growth and risk management . |
| Sedgwick LLP (f/k/a Sedgwick, Detert, Moran & Arnold LLP) | Associate; then Partner | 1991–1999 | Litigation/healthcare law practice; foundation for later in‑house leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Healthcare Businesswomen’s Association | Global Board Member | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Company Performance Multiplier | Actual Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 455,000 | 40% | 182,000 | 123% | 223,900 |
| 2023 | 425,000 | 40% | 170,000 | 100% | 170,000 |
Notes:
- 2024 bonuses paid February 2025; 2023 bonuses paid February 2024 .
Performance Compensation
Annual incentive structure emphasizes program milestones with a formal weighting; equity is delivered via stock options and RSUs with multi-year vesting.
- Annual cash bonus metrics and weights (2024):
- pLGG program objectives collectively weighted 60% .
- Additional categories: Finance, Corporate Development, FIREFLY-1 (weights not separately disclosed) .
- Company performance multiplier: 123% (applied to target bonus) .
| Year | Metric/Category | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | pLGG program | 60% | Not disclosed | Not disclosed | Included in 123% company multiplier | Cash bonus paid Feb 2025 |
| 2024 | Finance; Corp Dev; FIREFLY‑1 | Not disclosed | Not disclosed | Not disclosed | Included in 123% company multiplier | Cash bonus paid Feb 2025 |
| 2023 | Company objectives | Category weights set; pLGG aggregate 50% in 2023 | Not disclosed | Not disclosed | 100% company multiplier | Cash bonus paid Feb 2024 |
Long-term equity incentives (select grants):
- 1/5/2024: 90,000 stock options at $14.44, vesting monthly over 4 years; 59,000 RSUs vesting quarterly over 4 years .
- 1/17/2023: 90,000 stock options at $23.41; 28,000 RSUs (4-year schedules as above) .
Equity Ownership & Alignment
Total beneficial ownership as of March 20, 2025:
- 334,804 shares total: 39,602 directly held; 283,116 stock options exercisable within 60 days; 12,086 RSUs vesting within 60 days; less than 1% of outstanding .
| Ownership Detail (as of 3/20/2025) | Shares/Units |
|---|---|
| Directly held common | 39,602 |
| Options exercisable within 60 days | 283,116 |
| RSUs vesting within 60 days | 12,086 |
| Total beneficial ownership | 334,804 |
| % of outstanding (101,353,781 shares) | <1% |
Outstanding equity positions (as of 12/31/2024):
- Options
- 1/5/2024: 20,625 exercisable / 69,375 unexercisable; $14.44; expire 1/4/2034; vests 1/48 monthly .
- 1/17/2023: 43,125 / 46,875; $23.41; expire 1/17/2033; vests 1/48 monthly .
- 10/31/2022 (inducement): 167,368 / 141,632; $21.14; expire 10/31/2032; 25% at 1-year, then 1/48 monthly .
- RSUs (unvested counts, 12/31/2024; vest 1/16 quarterly unless noted)
- 1/5/2024: 44,252 unvested (market value $560,673 at $12.67) .
- 1/17/2023: 14,000 unvested (market value $177,380) .
- 10/31/2022 (inducement): 23,702 unvested (market value $300,304); 1/4 on 11/15/2023, then 1/16 quarterly .
Alignment controls:
- Hedging and pledging of company stock are prohibited by the Insider Trading Policy (also bars trading in derivative securities) .
- Compensation clawback policy adopted December 2023 in compliance with SEC/Nasdaq rules; recovery applies to incentive compensation tied to financial reporting measures upon a restatement (3-year lookback) .
Employment Terms
- At-will employment via offer letter; standard proprietary information and invention assignment agreement .
- Severance and Change-in-Control (CIC) protections (Change in Control and Severance Agreement):
- Termination without cause/for good reason (no CIC window): 9 months’ base salary cash, up to 9 months continued healthcare premiums if elected, and 9 months of additional vesting credit on equity (non‑performance awards) .
- Double-trigger within 3 months pre- or 12 months post‑CIC: 18 months’ base salary cash plus 150% of then‑current annual target bonus, up to 18 months healthcare premiums, and 100% acceleration of all outstanding equity awards (performance awards at greater of target or actual) .
- Estimated payments (assuming 12/31/2024 termination at $12.67 share price):
- No CIC: $341,250 cash; $0 medical shown; $319,259 accelerated vesting; total $660,509 .
- With CIC: $989,625 cash; $0 medical shown; $1,038,357 accelerated vesting; total $2,027,982 .
- No tax gross‑ups for 280G/4999/409A; company maintains a Dodd-Frank compliant clawback policy .
Investment Implications
- Pay-for-performance alignment: 40% target bonus tied to milestone-heavy operating metrics, with 2024 payout at 123% amid elevated company goal attainment; most NEO pay is variable, aligning Dubow’s compensation with execution outcomes .
- Vesting cadence and supply: RSUs vest quarterly and options vest monthly across multiple tranches (2022–2024 grants), creating regular vesting events that can increase potential selling supply; hedging/pledging bans mitigate misalignment risk .
- Retention and transaction dynamics: Double‑trigger CIC terms (18 months salary + 150% target bonus and full equity acceleration) provide strong retention through strategic events but also result in sizable one‑time payouts if a deal occurs .
- Governance safeguards: Robust clawback, insider trading policy, and no tax gross‑ups support shareholder-friendly governance and compensation risk controls .