Jeremy Bender
About Jeremy Bender
Jeremy Bender, Ph.D., M.B.A., is Chief Executive Officer, President, and a director of Day One Biopharmaceuticals since September 2020; age 53 as of the 2025 proxy, with degrees from Stanford (B.S.), University of Colorado (Ph.D. in Microbiology & Immunology), and MIT Sloan (M.B.A.) . Pay-versus-performance disclosure shows CAP and TSR variability consistent with stock price moves; the Company TSR value of an initial $100 investment was $65 (2021), $83 (2022), $56 (2023), and $49 (2024), while net losses were $(72.8)M, $(142.2)M, $(188.9)M, and $(95.5)M, respectively . Governance design separates the CEO and Chair roles (Chair: Garry Nicholson since Sep-2022), with a majority-independent board and independent committees, mitigating dual-role independence concerns for Bender’s CEO/director status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences | Vice President, Corporate Development | Mar 2018–Sep 2020 | Corporate development leadership at large-cap biopharma |
| Tizona Therapeutics | Chief Operating Officer | Jul 2015–Mar 2018 | Operational leadership in oncology biotech |
| Sutro Biopharma | Chief Business Officer | Oct 2012–Jul 2015 | Business development in cancer/autoimmune therapeutics |
| Allos Therapeutics | Vice President, Corporate Development | Jan 2006–Sep 2012 | Corporate development for oncology-focused biotech |
| Boston Consulting Group | Life sciences practice (early career) | — | Strategy consulting in life sciences |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mereo BioPharma Group plc | Independent Director | Since Oct 2020 | Public company board service |
| Fusion Pharmaceuticals, Inc. | Director | Oct 2023–Jun 2024 | Public company board service (ended Jun-2024) |
Fixed Compensation
Multi-year CEO compensation detail:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $610,000 | $647,000 | $680,000 |
| Option Awards ($, grant-date fair value) | $3,361,436 | $4,086,399 | $2,664,697 |
| Stock Awards ($, grant-date fair value) | $812,820 | $1,779,160 | $2,700,280 |
| Non-Equity Incentive ($) | $290,000 | $388,200 | $501,800 |
| All Other ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $5,086,456 | $6,913,959 | $6,560,577 |
Base salary progression:
| Executive | 2023 Salary | 2024 Salary |
|---|---|---|
| Jeremy Bender | $647,000 | $680,000 |
Annual bonus structure and payout:
| Executive | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|
| Jeremy Bender | 60% | $408,000 | $501,800 (123% company multiplier) |
Perquisites and benefits: Company matches up to 4% in 401(k); no non-qualified deferred comp, pension/SERP, or perqs beyond broad-based benefits .
Performance Compensation
Annual incentive metrics and weighting (2024):
- Categories: pLGG Program (collective weight 60%), Finance, Corporate Development, FIREFLY-1; company performance multiplier approved at 123% based on aggregate goal achievement .
| Metric | Weighting (%) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Performance Multiplier | N/A | 100% | 123% | $501,800 (Bender) | Cash (paid Feb 2025) |
Long-term equity (time-based; 50% options/50% RSUs over 4 years):
| Grant | Grant Date | Options (#) | RSUs (#) | Exercise Price ($) | Vesting |
|---|---|---|---|---|---|
| Annual LTI (target) | Jan 5, 2024 | 286,000 | 187,000 | $14.44 | Options 1/48 monthly; RSUs 1/16 quarterly |
| 2024 Accounting Values | Jan 5, 2024 | — | — | — | Options $2,664,697; RSUs $2,700,280 |
Stock vested (supply/tax withholding signal):
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2024 | 443,351 | $6,621,237 |
Equity Ownership & Alignment
Beneficial ownership (as of Mar 20, 2025; 101,353,781 shares outstanding):
| Holder | Total Beneficial Ownership (#) | % Outstanding | Components |
|---|---|---|---|
| Jeremy Bender | 3,800,495 | 3.7% | 128,015 direct; 219,406 (JB 2023 GRAT); 197,614 (MB 2023 GRAT); 162,762 (JB 2022 GRAT); 222,030 (MB 2022 GRAT); 807,026 (Bender Revocable Trust); 2,031,956 options exercisable within 60 days; 31,686 RSUs vesting within 60 days |
Outstanding equity awards (FY-end 2024):
| Grant Type | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Option | 1/5/2024 | 65,538 | 220,462 | 14.44 | 1/4/2034 | — | — |
| Option | 1/17/2023 | 116,909 | 127,091 | 23.41 | 1/17/2033 | — | — |
| Option | 1/18/2022 | 289,477 | 107,523 | 14.26 | 1/18/2032 | — | — |
| Option | 5/26/2021 | 1,319,968 | 143,166 | 16.00 | 5/26/2031 | — | — |
| RSU | 1/5/2024 | — | — | — | — | 140,252 | $1,776,993 (using $12.67) |
| RSU | 1/17/2023 | — | — | — | — | 38,000 | $481,460 |
| RSU | 1/18/2022 | — | — | — | — | 14,256 | $180,624 |
| RSU (IPO conv.) | 4/6/2021 | — | — | — | — | 27,260 | $345,384 |
Vesting mechanics:
- Options: 1/48 monthly from vesting commencement; RSUs: 1/16 quarterly (Feb/May/Aug/Nov); values use $12.67 12/31/2024 close .
- Hedging and pledging prohibited under Insider Trading Policy; options/RSU timing avoids grants around material filings .
Rule 10b5-1 plans: Certain directors/executives utilize 10b5-1 trading plans; parameters set at plan adoption; plans can be amended/terminated in specified circumstances .
Employment Terms
Change-in-control and severance framework (CEO):
- Outside CoC window: 12 months base salary; up to 12 months employer-paid COBRA; 12 months vesting acceleration on time-based equity (excludes performance-based awards); capped by period of service; subject to release .
- Within 3 months before/12 months after CoC (double trigger): 24 months base salary + 200% of then-current annual target bonus (lump sum); up to 24 months COBRA; 100% acceleration of all equity (performance awards accelerate at greater of target or actual); subject to release .
Estimated payments (assumed trigger on 12/31/2024; $12.67 share price):
| Scenario | Cash Severance ($) | Medical Benefits Continuation ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (No CoC) | $680,000 | $43,105 | $1,359,035 | $2,082,140 |
| Qualifying Termination (CoC) | $2,244,000 | $86,211 | $2,784,461 | $5,114,671 |
Indemnification: Broad indemnification/advancement under charter/bylaws and separate agreements; D&O insurance maintained .
Board Governance
- Board leadership: CEO and Chair roles split (CEO: Bender; Chair: Garry Nicholson since Sep-2022); lead independent director construct described for potential future combined roles .
- Independence: Majority-independent board (8 of 9); all committees composed of independent directors; CEO is not independent and does not serve on committees .
- Committees (2024/2025): Audit (Chair: Saira Ramasastry; members updated post-meeting: Habib Dable, Scott Garland, Saira Ramasastry); Compensation (Chair: Natalie Holles; members: William Grossman, Garry Nicholson; CEO chairs a separate equity granting committee for non-executive ordinary-course grants, subject to limits); Nominating & Governance (Chair: John Josey; members: Garry Nicholson, Habib Dable) .
- Meetings and attendance: Board met 10x in 2024; audit 4x; compensation 5x; nom/gov 4x; all directors attended ≥75% of aggregate board/committee meetings; executive sessions of non-employee directors presided over by the Chair .
- Director compensation: Bender receives no additional pay for director service; director compensation detailed separately for non-employee directors .
Investment Implications
- Alignment and risk: CEO pay is heavily at-risk; approximately 90% of target compensation variable (options/RSUs and annual cash bonus tied to multi-category operational milestones) supporting retention but also creating potential selling pressure from ongoing RSU settlements (443,351 shares vested in 2024; $6.62M value) . Strict anti-hedging/pledging policies reduce misalignment risk; 10b5-1 plans may diffuse timing risk of insider trades .
- Ownership: Bender’s 3.7% beneficial stake (with significant exercisable options and proximate RSU vesting) indicates meaningful skin-in-the-game; no pledging permitted; beneficial holdings include family trusts and revocable trust structures that can influence liquidity planning .
- Change-in-control economics: Generous double-trigger package (24 months salary + 200% target bonus + full equity acceleration) creates strong incentives to consummate value-creating transactions, but could elevate acquisition-related costs; time-based acceleration (12 months) outside CoC aids retention during transitions .
- Governance quality: Separation of CEO/Chair and fully independent committees mitigate dual-role concerns; use of an independent compensation consultant (Compensia) and peer benchmarking, with 2024 equity grants sized between the 30th–80th percentiles, signals disciplined pay governance .
- Performance context: PvP shows TSR underperformance versus NBI in 2023–2024 and net losses narrowing in 2024, which may inform future incentive calibrations and investor scrutiny of pay outcomes vs. value creation as commercialization and clinical execution progress .