Garry Nicholson
About Garry Nicholson
Garry Nicholson, 70, is an independent director and the non-executive Chair of the Board at Day One Biopharmaceuticals (DAWN), serving as chair since September 2022 and as a director since September 2022 . He holds a B.S. in Pharmacy from the University of North Carolina at Chapel Hill and an M.B.A. from the University of South Carolina, and brings extensive biopharmaceutical leadership experience from Pfizer and Eli Lilly to DAWN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | Senior leadership roles (oncology) | Not disclosed | Leadership in oncology strategy |
| Eli Lilly | Roles of increasing responsibility; Global Oncology Platform Leader | Not disclosed | Global oncology leadership |
| G1 Therapeutics (acquired by Pharmacosmos in 2024) | Chair (from Jun 2019) and Director (Sep 2018–2024) | 2018–2024 | Board leadership through sale in 2024 |
| Five Prime Therapeutics (acquired by Amgen) | Director | May 2017–Feb 2021 | Board member through acquisition |
| Tesaro (acquired by GSK) | Director | Not disclosed | Board member through acquisition |
| Turning Point Therapeutics (acquired by BMS) | Director | Jan 2020–Jun 2022 | Board member through acquisition |
| SQZ Biotechnologies | Director | Dec 2015–Mar 2020 | Board member |
| NextCure | Director | Mar 2020–Sep 2023 | Public company board service |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Abdera Therapeutics (private) | Chairman of the Board | Oct 2022 | Private biopharma |
| TScan Therapeutics | Director | 2024 | Biotechnology company |
| Avenzo Therapeutics | Director | Oct 2024 | Biopharma company |
Board Governance
- Chair of the Board (non-executive); CEO and Chair roles are separated (CEO: Jeremy Bender; Chair: Nicholson). As Chair, Nicholson presides over executive sessions of non-employee directors .
- Committee assignments: Compensation Committee member (chair: Natalie Holles) and Nominating & Corporate Governance Committee member (chair: John Josey) .
- Independence: The board determined all directors continuing after the Annual Meeting other than CEO Bender are independent under SEC and Nasdaq rules .
- Attendance: In 2024, the board met 10 times; compensation 5; nominating & governance 4; audit 4. Each director attended at least 75% of the meetings of the board and committees on which they served .
- Audit Committee: Nicholson is not a member; Audit is chaired by Saira Ramasastry, who is designated the audit committee financial expert .
Fixed Compensation
| Item | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Fees Earned/Paid in Cash ($) | 84,875 | FY2024 | Actual cash fees paid to Nicholson |
| Annual Cash Retainer ($) | 43,500 | Effective Jul 2024 | Policy amount; paid quarterly in arrears |
| Non-Executive Chair Fee ($) | 32,500 | Effective Jul 2024 | Additional retainer for board chair |
| Compensation Committee Member ($) | 7,500 | Effective Jul 2024 | Committee member annual fee |
| Nominating & Governance Member ($) | 5,000 | Effective Jul 2024 | Committee member annual fee |
| Meeting Fees | — | FY2024 | No meeting fees paid (only customary expense reimbursements) |
Performance Compensation
| Component | Amount/Structure | Vesting | Change-in-Control |
|---|---|---|---|
| Option Awards (Grant-date FV) – FY2024 ($) | 278,600 | Annual option grant; typically 1/12 monthly over 12 months | Annual awards accelerate in full upon a “corporate transaction” (as defined) |
| Initial Appointment Option (Policy) | Up to $624,000 (ASC 718 value) | 1/36 monthly | Accelerates in full on corporate transaction |
| Annual Option Grant (Policy) | Up to $312,000 (ASC 718 value) | 1/12 monthly | Accelerates in full on corporate transaction |
| RSUs/PSUs | None disclosed for Nicholson | — | — |
The director equity program is option-heavy, with monthly vesting and single-trigger full acceleration on corporate transactions, aligning upside with shareholders but providing accelerated vesting protection in M&A scenarios .
Other Directorships & Interlocks
- Current other boards: Abdera Therapeutics (Chair; private), TScan Therapeutics (Director), Avenzo Therapeutics (Director) .
- Recent prior public company boards: G1 Therapeutics (Chair/Director; acquired 2024), NextCure (Director; 2020–2023), Five Prime (Director; acquired by Amgen), Tesaro (Director; acquired by GSK), Turning Point Therapeutics (Director; acquired by BMS), SQZ Biotechnologies (Director; 2015–2020) .
- Compensation Committee interlocks: None; the company reports no relationships requiring disclosure under Item 404 for compensation committee members .
Expertise & Qualifications
- Deep oncology and commercial leadership from Pfizer and Eli Lilly (Global Oncology Platform Leader), plus extensive board leadership across multiple biotech companies .
- Board credits Nicholson’s strategic vision and industry knowledge as rationale for serving as Chair .
Equity Ownership
| Measure | Value | As-Of | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 101,040 | Mar 20, 2025 | Consists entirely of stock options exercisable within 60 days; <1% of outstanding |
| Percent of Shares Outstanding | <1% | Mar 20, 2025 | Based on 101,353,781 shares outstanding |
| Options Held (shares) | 103,735 | Dec 31, 2024 | Options held; no stock awards held as of 12/31/2024 |
| RSUs/Stock Awards Held | 0 | Dec 31, 2024 | None |
Policies relevant to alignment and risk:
- Hedging and pledging of company securities are prohibited for directors, officers, employees, consultants and contractors; covered persons are also barred from transacting in publicly traded options on the company’s stock .
- No related-party transactions >$120,000 since Jan 1, 2024 involving directors or related persons were reported .
Shareholder Voting Signals (Engagement/Confidence)
| Proposal | Result | Data |
|---|---|---|
| Election of Directors (2025) – Garry Nicholson | For: 65,553,238; Withheld: 17,779,091; Broker Non-Votes: 6,470,934 | Jun 2, 2025 Annual Meeting |
| Election of Directors (2025) – Natalie Holles (for context) | For: 81,975,302; Withheld: 1,357,027; Broker Non-Votes: 6,470,934 | Jun 2, 2025 Annual Meeting |
| Say-on-Pay (2025) | For: 82,385,592; Against: 879,957; Abstain: 66,780; Broker Non-Votes: 6,470,934 | Jun 2, 2025 Annual Meeting |
| Say-on-Pay (2024) | For: 73,212,768; Against: 612,128; Abstain: 190,559; Broker Non-Votes: 4,390,159 | May 23, 2024 Annual Meeting |
Notably, Nicholson received a higher withhold vote than his fellow nominee in 2025, which can indicate investor scrutiny of his role, workload, or governance profile, despite strong say-on-pay support overall .
Risk Indicators & Related-Party Review
- Related-Party Transactions: None reportable since Jan 1, 2024 (>$120,000) .
- Hedging/Pledging: Prohibited by policy, mitigating alignment concerns around hedging/pledging .
- Review Controls: Audit Committee reviews and approves related-person transactions; committee is fully independent .
Director Compensation Detail (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Garry Nicholson | 84,875 | 278,600 | 363,475 |
| Name | Shares Underlying Option Awards Held (12/31/2024) | Shares Underlying Stock Awards Held (12/31/2024) |
|---|---|---|
| Garry Nicholson | 103,735 | — |
Committee Composition (Current/Recent)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Compensation | Natalie Holles; William Grossman; Garry Nicholson | Natalie Holles | All independent; administers cash/equity plans; oversees director pay |
| Nominating & Corporate Governance | Garry Nicholson; John Josey; Habib Dable | John Josey | Oversees governance guidelines, board/committee evaluations |
| Audit | (Post-Annual Mtg) Habib Dable; Scott Garland; Saira Ramasastry | Saira Ramasastry | Financial expert designated; reviews related-person transactions |
Governance Assessment
Strengths
- Independent, experienced non-executive Chair with deep oncology and biopharma board experience; separation of Chair/CEO roles enhances oversight .
- Independent committee memberships; robust anti-hedging/anti-pledging policy; clear related-party review processes .
- Solid board engagement: >=75% attendance for all directors; regular executive sessions presided over by Chair .
Watch items / RED FLAGS
- Elevated 2025 withhold votes for Nicholson relative to peer nominee (17.8M withheld vs 1.36M for Holles), suggesting pockets of investor concern (e.g., overboarding perceptions, leadership scrutiny); merits engagement and disclosure around workload and commitments .
- Director equity awards include single-trigger full acceleration on corporate transactions, which some investors view less favorably than double-trigger structures .
Compensation Structure Observations
- Director pay skews toward at-risk equity (options) with clear vesting and no meeting fees; cash retainer structure updated mid-2024, including a defined non-executive chair premium .
- No Item 404 related-party ties and strong say-on-pay outcomes in 2024 and 2025 support confidence in overall governance and pay practices .