Natalie Holles
About Natalie Holles
Independent director at Day One Biopharmaceuticals (DAWN), age 52, serving since February 2021. Holles is Chief Executive Officer of Third Harmonic Bio (since August 2021) and brings deep operating and corporate development experience across biotech, including senior roles at Audentes Therapeutics, Hyperion, Immune Design, KAI, InterMune and Genentech. She holds a B.A. in Human Biology (Stanford) and an M.A. in Molecular, Cellular & Developmental Biology (University of Colorado, HHMI Predoctoral Fellow). She is chair of DAWN’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Audentes Therapeutics | President & CEO | Jan 2020–Mar 2021 | Led genetic medicines strategy and operations |
| Audentes Therapeutics | President & COO | Beginning May 2018 (prior to CEO) | Operational leadership |
| Audentes Therapeutics | SVP, COO | Beginning Aug 2015 (prior to President & COO) | Built operating processes |
| Hyperion Therapeutics | SVP, Corporate Development | Jun 2013–May 2015 | M&A and BD; company acquired by Horizon Pharma |
| Immune Design | EVP, Corporate Development | Aug 2012–Jun 2013 | Corporate development leadership |
| Independent consultant | Life sciences corporate development consultant | Dec 2010–Jun 2013 | Strategic transactions advisory |
| KAI Pharmaceuticals | VP, Business Development | Earlier career (pre-2012) | Company acquired by Amgen |
| InterMune; Genentech | Corporate development & commercial roles | Earlier career | Commercial & BD experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Harmonic Bio | Chief Executive Officer | Aug 2021–present | Current operating role |
| Rubius Therapeutics | Director | Mar 2019–Aug 2022 | Prior public company directorship |
| Allakos Inc. | Director | Dec 2020–Jul 2021 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Holles, William Grossman, and Garry Nicholson; all independent and non‑employee directors under Nasdaq/SEC rules. Responsibilities include executive and director compensation, plan administration, and regulatory compliance.
- Independence: Board determined all directors other than CEO Jeremy Bender are independent under Nasdaq and SEC rules.
- Meetings/attendance: FY2024—Board met 10x; Compensation Committee met 5x; each director attended at least 75% of meetings of the Board and committees on which they served.
- Executive sessions: Independent directors meet regularly in executive session; board chair (Nicholson) presides.
- Risk oversight: Committee structure covers financial, cybersecurity, compensation-related, and governance risks with regular reporting to the Board.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid (FY2024) | $59,250 | Director fees earned in 2024 |
| Annual cash retainer (effective Jul 2024) | $43,500 | Paid quarterly in arrears |
| Board non‑executive chair retainer | $32,500 | Applies to chair role (Nicholson) |
| Audit Committee chair/member | $20,000 / $10,000 | Annual cash, one level only (chair in lieu of member) |
| Compensation Committee chair/member | $15,000 / $7,500 | Annual cash |
| Nominating & Governance chair/member | $10,000 / $5,000 | Annual cash |
Performance Compensation
| Equity Element | FY2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual option grant (director policy) | Up to $312,000 | 1/12 monthly from grant date | Accelerates in full upon corporate transaction |
| Initial appointment option grant (director policy) | Up to $624,000 | 1/36 monthly from grant date | Accelerates in full upon corporate transaction |
| Holles—Option awards recognized (FY2024) | $278,600 | Per award terms | Grant date fair value under ASC 718 |
No explicit performance metrics are tied to director equity; value is at-risk via stock price; clawback policy applies to incentive-based compensation in case of restatement (company-wide).
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Rubius Therapeutics | Public | Director (past) | No DAWN‑disclosed related party transactions |
| Allakos Inc. | Public | Director (past) | No DAWN‑disclosed related party transactions |
| Third Harmonic Bio | Private/Public status not stated | CEO | No DAWN‑disclosed related party transactions |
- Compensation Committee interlocks: In FY2024, members (including Holles) had no Item 404 related‑party relationships; no reciprocal executive board service reported.
Expertise & Qualifications
- Extensive operational leadership in biotech; CEO experience (Third Harmonic Bio); prior President & CEO and President & COO roles.
- Deep corporate development/M&A background across multiple companies; commercial leadership at Genentech and InterMune.
- Academic credentials in biology (Stanford BA; University of Colorado MA; HHMI Predoctoral Fellow).
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Outstanding (%) | Breakdown |
|---|---|---|---|
| Natalie Holles | 233,450 | <1% | 57,310 shares directly ; 176,140 options exercisable within 60 days |
| Holles—holdings (12/31/2024 snapshot) | — | — | 178,835 options outstanding ; 57,310 shares underlying stock awards |
- Hedging/pledging: Company policy prohibits hedging, pledging, and derivative transactions by directors and employees.
- Ownership guidelines: Not disclosed for directors in the proxy.
Governance Assessment
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Positive signals:
- Independent director with substantial operating expertise chairs Compensation Committee; committee comprised entirely of independent, non‑employee directors.
- Strong governance practices: regular executive sessions, board/committee self‑evaluations, risk oversight, and majority independent board.
- Transparent director pay structure and modest cash retainer; equity compensation aligns directors with shareholders through options.
- Clawback policy adopted (Dec 2023) and strict insider trading policy (anti‑hedging/pledging).
- Attendance: all directors met ≥75% attendance; committees met regularly.
-
Watch items:
- Concurrent CEO role at Third Harmonic Bio while serving as DAWN Compensation Committee chair—ongoing monitoring of time commitments is an ordinary governance consideration. No related‑party transactions disclosed with Third Harmonic Bio.
- Director equity awards are primarily options; ensure clarity that annual grants accelerate upon corporate transactions—standard but worth monitoring for potential change‑of‑control optics.
-
Conflicts/related parties:
- No transactions >$120,000 involving directors or immediate family since Jan 1, 2024.
- July 2024 private placement included AI Day1 LLC (affiliate of former director Daniel Becker); disclosure provided, but no linkage to Holles.
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Compensation Committee process:
- Uses independent consultant (Compensia); conflicts assessed and none identified; peer benchmarking applied to executive pay—supports committee independence and effectiveness under Holles’s chairmanship.