Habib Dable
About Habib Dable
Habib Dable, age 55, has served as an independent director of Day One Biopharmaceuticals since January 2024. He is a part-time Venture Partner at RA Capital Management (since April 2022), previously served as President & CEO of Acceleron Pharma (December 2016–November 2021), and held senior commercial leadership roles over a 22-year tenure at Bayer AG; he holds a B.B.A. and M.B.A. from the University of New Brunswick, Canada . The board determined all directors other than the CEO to be independent; Dable met attendance thresholds in 2024 with at least 75% attendance at board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acceleron Pharma Inc. | President & CEO | Dec 2016–Nov 2021 | Led company through acquisition by Merck in Nov 2021 . |
| Bayer AG | President, U.S. Pharmaceuticals; EVP Global Head Specialty Medicine; VP roles incl. Ophthalmology, Global Launch Team Head (EYLEA), Global Head Neurology & Ophthalmology; VP Regional Head Hematology & Cardiology | 22-year tenure (dates not individually disclosed) | Senior commercial and launch leadership across geographies (USA, Japan, Canada) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RA Capital Management, L.P. | Part-time Venture Partner | Since Apr 2022 | RA Capital beneficial owner of ~5.7% of DAWN as of Mar 20, 2025 . |
| Aerovate Therapeutics, Inc. | Director | Since Jul 2023 | Board service disclosed . |
| PepGen Inc. | Director | Since Sep 2022 | Board service disclosed . |
| Blueprint Medicines Corp. | Director | Since Jun 2022 | Board service disclosed . |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; chair is John Josey . Following the 2025 Annual Meeting, Audit Committee membership will include Dable, Scott Garland, and Saira Ramasastry (chair) .
- Independence: The board determined all continuing directors other than CEO Jeremy Bender to be independent under SEC/Nasdaq rules .
- Attendance and engagement: In 2024, the board met 10 times; audit 4; compensation 5; nominating & corporate governance 4. Each director attended at least 75% of applicable meetings; seven of ten directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors meet in regular executive sessions; Garry Nicholson (independent chair) presides .
- Hedging/pledging prohibited: Insider Trading Policy prohibits hedging and pledging of company stock and use of derivatives; Rule 10b5-1 plans may be used by certain insiders .
Fixed Compensation
| Item | Amount | Effective/Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Dable, 2024) | $43,722 | FY 2024 | Actual cash fees received . |
| Annual Board Cash Retainer (policy) | $43,500 | Effective Jul 2024 | Paid quarterly, pro-rated; updated May 2024 . |
| Non-executive Board Chair (policy) | $32,500 | Effective Jul 2024 | For chair in lieu of member retainer . |
| Audit Committee Chair (policy) | $20,000 | Effective Jul 2024 | . |
| Audit Committee Member (policy) | $10,000 | Effective Jul 2024 | . |
| Compensation Committee Chair (policy) | $15,000 | Effective Jul 2024 | . |
| Compensation Committee Member (policy) | $7,500 | Effective Jul 2024 | . |
| Nominating & Gov. Committee Chair (policy) | $10,000 | Effective Jul 2024 | . |
| Nominating & Gov. Committee Member (policy) | $5,000 | Effective Jul 2024 | . |
Non-employee directors did not receive fees beyond those described, other than customary expense reimbursement for meeting attendance .
Performance Compensation
| Item | Amount / Terms | Period | Notes |
|---|---|---|---|
| Option Awards (Dable, grant-date fair value) | $866,300 | FY 2024 | Awarded under ASC 718; assumptions in 2024 Form 10-K Note 9 . |
| Shares under outstanding options (Dable) | 98,996 | As of Dec 31, 2024 | Total option awards held . |
| Options exercisable within 60 days | 59,261 | As of Mar 20, 2025 | Counted in beneficial ownership per SEC rules . |
| Initial appointment option grant (policy) | Up to $624,000 value | Upon appointment | Vests monthly 1/36; accelerates fully upon “corporate transaction” . |
| Annual option grant (policy) | Up to $312,000 value | At each annual meeting | Vests monthly 1/12; accelerates fully upon “corporate transaction” . |
- No director RSUs are disclosed for Dable; his stock awards line shows “—” in 2024 holdings .
- No performance-based metrics (TSR, revenue, ESG) are tied to director equity; vesting is time-based; grants accelerate on corporate transactions as defined in the plan .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| RA Capital Management | Dable is part-time Venture Partner; RA Capital beneficial owner of ~5.7% of DAWN shares as of Mar 20, 2025 | Potential perceived conflict on financing/strategic matters; company’s related-person transactions over $120,000 require audit committee approval; a committee of independent directors may review if audit committee conflicts arise . |
| AI Day1 LLC (Access Industries affiliate) | 13.5% holder via shares and pre-funded warrants; prior DAWN director affiliated (Daniel Becker) | Participation in July 2024 private placement; demonstrates significant holder dynamics; not directly linked to Dable . |
Expertise & Qualifications
- Extensive commercial and operational leadership in biopharma (Bayer U.S. Pharmaceuticals President; EVP Specialty Medicine; multi-geography experience) .
- CEO experience at Acceleron through strategic transaction; board experience across multiple biotech companies .
- Governance and oversight credentials via nominating & corporate governance committee membership; slated audit committee service post-Annual Meeting .
Equity Ownership
| Metric | Value | Date/Period |
|---|---|---|
| Shares Beneficially Owned (number) | 59,261 | As of Mar 20, 2025 . |
| Shares Beneficially Owned (percent) | Less than 1% | Based on 101,353,781 shares outstanding . |
| Options exercisable within 60 days (included above) | 59,261 | As of Mar 20, 2025 . |
| Shares underlying option awards held | 98,996 | As of Dec 31, 2024 . |
| Hedging/Pledging status | Hedging and pledging prohibited by policy | Policy filed with 2024 10-K; company-wide prohibition . |
Governance Assessment
- Committee alignment and independence: Dable is independent and serves on Nominating & Corporate Governance; addition to Audit post-Annual Meeting strengthens finance oversight breadth. Attendance met the board’s 75% threshold in 2024, supporting engagement .
- Compensation structure and alignment: Director comp is heavily equity-based via stock options with time-based vesting and single-trigger acceleration on corporate transactions. Dable’s 2024 option grant-value ($866,300) exceeds the standard initial appointment guideline “up to $624,000” (which the board may override), signaling a premium to recruit specific expertise; investors may view single-trigger acceleration and above-guideline awards as less shareholder-friendly absent clear rationale .
- Ownership alignment: Dable’s beneficial stake is via exercisable options; no direct share ownership disclosed, and no RSUs. Company policy prohibits hedging and pledging, reducing alignment risks from derivatives or collateralization .
- Conflicts and related-party exposure: RA Capital’s ~5.7% ownership combined with Dable’s venture partner role creates a potential perceived interlock. The company has a formal related-person transaction policy requiring audit committee (or independent director committee) review for transactions exceeding $120,000, and explicitly assigns related-person transaction oversight to the audit committee, mitigating structural conflict risk .
RED FLAGS and Watch Items:
- Single-trigger acceleration on director equity upon corporate transactions (watch for entrenchment or misalignment concerns) .
- Above-guideline initial equity award value for Dable ($866,300 vs “up to $624,000,” subject to board discretion) warrants monitoring for consistency and rationale .
- RA Capital interlock: continue monitoring for any material related-party transactions or capital markets engagements involving RA Capital; note the company’s audit committee review standard (>$120,000) .
Director Compensation Detail (reference)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Habib Dable | 43,722 | 866,300 | 910,022 |
Committee Meeting Cadence and Attendance (2024)
| Body | Meetings (2024) | Attendance Threshold Met |
|---|---|---|
| Board of Directors | 10 | All directors ≥75% . |
| Audit Committee | 4 | All members ≥75% . |
| Compensation Committee | 5 | All members ≥75% . |
| Nominating & Gov. Committee | 4 | All members ≥75% . |