Charles York II
About Charles York II
Charles N. York II, age 48, serves as Chief Operating Officer and Chief Financial Officer of Day One Biopharmaceuticals (DAWN), having joined the company in 2021; he is a CPA in Arizona, with a B.S. in Accounting from the University of Connecticut and an MBA from the McCombs School of Business at the University of Texas at Austin . As Principal Financial and Principal Accounting Officer, he certifies the company’s quarterly filings under SOX 906 . Company performance context during his tenure includes Q3 2025 total revenue of $39.8 million (OJEMDA net revenue $38.5 million) versus $93.8 million in Q3 2024, and net loss of ($19.7) million versus net income of $37.0 million; 9M 2025 revenue was $104.5 million versus $102.0 million in 9M 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Day One Biopharmaceuticals | Chief Operating Officer & Chief Financial Officer | 2021–Present | Oversees finance and operations; executive officer biography reflects >20 years in corporate finance and biotech operations . |
| Aeglea Biotherapeutics | CFO & Head of Corporate Development | Sep 2015–2021 | Led capital formation and allocation, investor relations, and corporate development . |
| Aeglea Biotherapeutics | Vice President, Finance | Jul 2014–Sep 2015 | Built finance function for rare disease biotech growth . |
| PricewaterhouseCoopers LLP | Financial management roles | Early career | Foundation in accounting/audit; CPA credential established in Arizona . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPA (Arizona) | Certified Public Accountant | Not disclosed | Credential underscores technical financial expertise for CFO responsibilities . |
No external public-company board memberships for York are disclosed in the proxy biography .
Fixed Compensation
Multi-year summary compensation (as reported in DEF 14A):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $495,000 | $515,000 | $541,000 |
| Option Awards ($) | $1,278,531 | $1,943,333 | $1,511,240 |
| Stock Awards ($) | $313,720 | $842,760 | $1,530,640 |
| Non-Equity Incentive Plan Compensation ($) | $220,000 | $231,800 | $299,400 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $2,319,451 | $3,546,093 | $3,896,080 |
2024 annual cash incentive inputs and payout:
| Item | 2024 |
|---|---|
| Base Salary ($) | $541,000 |
| Target Bonus (% of Salary) | 45% |
| Target Bonus ($) | $243,000 |
| Company Performance Multiplier | 123% |
| Actual Bonus Paid ($) | $299,400 |
Performance Compensation
Annual bonus framework and metrics:
| Metric Category | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| pLGG Program | 60% | Not disclosed | Not disclosed | Company multiplier 123% applied to target | Focused on long-term value creation . |
| Finance | Not disclosed | Not disclosed | Not disclosed | Company multiplier 123% | Part of four goal categories . |
| Corporate Development | Not disclosed | Not disclosed | Not disclosed | Company multiplier 123% | Part of four goal categories . |
| FIREFLY-1 | Not disclosed | Not disclosed | Not disclosed | Company multiplier 123% | Part of four goal categories . |
2024 equity awards granted (mix and vesting):
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | 1/5/2024 | 162,000 | $14.44 | 1/48 monthly over 4 years (beginning Feb 2024); 10-year term | Options viewed as inherently performance-based . |
| RSUs | 1/5/2024 | 106,000 | N/A | 1/16 quarterly on Feb 15, May 15, Aug 15, Nov 15 over 4 years | RSU value tied directly to stock price . |
Outstanding equity at FY-end (as of 12/31/2024):
| Grant | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | RSUs Not Vested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|
| 1/5/2024 Options | 37,125 | 124,875 | 14.44 | — | — |
| 1/17/2023 Options | 55,575 | 60,425 | 23.41 | — | — |
| 1/18/2022 Options | 110,102 | 40,898 | 14.26 | — | — |
| 5/26/2021 Options | 460,660 | 37,007 | 16.00 | — | — |
| 1/5/2024 RSUs | — | — | — | 79,500 | $1,007,265 |
| 1/17/2023 RSUs | — | — | — | 18,000 | $228,060 |
| 1/18/2022 RSUs | — | — | — | 5,500 | $69,685 |
| 2/2/2021 Unvested Stock | — | — | — | 14,066 | $178,216 |
Equity realized in 2024 vesting:
| Metric | 2024 |
|---|---|
| Shares vested (RSUs/stock awards) | 125,396 |
| Value realized on vesting ($) | $1,809,407 |
| Option exercises | None |
Equity Ownership & Alignment
Beneficial ownership breakdown (as of March 20, 2025):
| Category | Shares |
|---|---|
| Directly owned | 252,638 |
| Options exercisable within 60 days | 753,236 |
| RSUs vesting within 60 days | 16,875 |
| Total beneficial ownership | 1,022,749 |
| Ownership % of shares outstanding | 1.0% |
Alignment policies and practices:
- Hedging and pledging of company securities are prohibited by Insider Trading Policy; covered persons may not engage in publicly traded options or derivatives on company stock .
- Compensation clawback policy adopted December 2023 (SEC Rule 10D-1/Nasdaq compliant) to recoup incentive pay upon a financial restatement over a three-fiscal-year “Clawback Period” .
- Rule 10b5-1 trading plans may be used by executives; trades execute per pre-set parameters .
Option repricing and retention features (October 2025):
- Board approved repricing of options with exercise prices ≥ $8.00 to the closing price on the Effective Date (second full business day after Q3 2025 10-Q filing), for directors and employees including NEOs, to retain and motivate without incremental dilution or cash expense .
- Retention Period: one year from Effective Date (or earlier upon Corporate Transaction); if not satisfied, participant must pay premium equal to difference between new and prior exercise price upon exercise (exceptions for death/disability) .
- Repriced options held by York: 1,088,667 (original exercise prices $11.87–$23.41) .
Employment Terms
Severance and change-in-control (CIC) economics:
- At-will employment; standard offer letter terms plus CIC & severance agreement; no tax gross-ups under Sections 280G/4999/409A policy .
- If terminated without cause or resigns for good reason outside CIC window: nine months base salary lump-sum, up to nine months employer-paid COBRA, and nine months vesting acceleration; benefits capped by service length .
- Double-trigger CIC (within three months before or 12 months after CIC): 18 months base salary + 150% of then-current annual target bonus in cash lump-sum; 18 months employer-paid COBRA; 100% vesting acceleration of outstanding equity (performance awards accelerate at greater of target or actual) .
York’s estimated severance (as of 12/31/2024; share price $12.67):
| Scenario | Cash Severance ($) | Medical ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination – No CIC | $405,750 | $23,044 | $567,819 | $996,613 |
| Qualifying Termination – CIC | $1,176,675 | $46,089 | $1,483,226 | $2,705,990 |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonuses tied to four corporate objectives with a company performance multiplier of 123%; pLGG goals carry 60% weighting, reinforcing long-term product execution focus . Equity mix of 50% options and 50% RSUs vests over four years, balancing performance leverage and retention .
- Retention risk vs. mitigation: Double-trigger CIC at 1.5x bonus and full acceleration provides strong protection; outside CIC, nine-month cash/vesting support is moderate. 2025 option repricing with a one-year retention period may reduce attrition risk but can increase near-term exercise propensity once retention period lapses, potentially elevating selling pressure thereafter .
- Alignment and governance signals: Prohibition on hedging/pledging and adoption of Dodd-Frank-compliant clawback supports investor alignment and governance quality; no tax gross-ups for executives reduces shareholder-unfriendly optics .
- Ownership and realized value: York beneficially owns ~1.0% of shares outstanding with substantial exercisable options; 2024 RSU vesting delivered $1.8 million value without option exercises, indicating meaningful ongoing equity realization tied to stock price performance .
Appendix: Performance Context (Recent)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Total Revenue ($mm) | $93.8 | $39.8 |
| OJEMDA Net Revenue ($mm) | $20.1 | $38.5 |
| Net Income (Loss) ($mm) | $37.0 | ($19.7) |
| Cash, Cash Equivalents & ST Investments ($mm) | — | $451.6 at 9/30/25; $453.1 at 6/30/25 |