Scott Garland
About Scott Garland
Independent director (Class II) at Day One Biopharmaceuticals since August 2021; age 56. Former CEO of PACT Pharma (2021–2023) and President/CEO of Portola Pharmaceuticals through its 2020 sale to Alexion; prior senior commercial leadership at Relypsa and Exelixis with earlier roles at Genentech, Amgen, and Merck. Education: MBA from Duke University’s Fuqua School; BS from California Polytechnic State University, San Luis Obispo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PACT Pharma | Chief Executive Officer | Mar 2021–Feb 2023 | Led immune‑oncology company operations |
| Portola Pharmaceuticals | President, CEO, Director | Through July 2020 (sale to Alexion) | Steered company to acquisition |
| Relypsa | President (2017–2018); SVP & CCO (2014–2017) | 2014–2018 | Commercial leadership in biopharma |
| Exelixis | EVP & Chief Commercial Officer | 2011–2014 | Led commercialization of oncology assets |
| Genentech | VP, Avastin; VP Hematology Mktg & Sales; Marketing Director Tarceva | 2002–2011 | Led US sales/marketing for Avastin; oversaw Rituxan franchise |
| Amgen | Sales & marketing roles | 1997–2002 | Commercial experience build-out |
| Merck | Professional sales representative | 1991–1995 | Early commercial training |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| ALX Oncology | Director | Nov 2022 | Public company board |
| Olema Oncology | Director | Oct 2023 | Public company board |
| LB Pharma | Director | Mar 2024 | Board service |
| Karyopharm Therapeutics | Former Director | Nov 2014–Jun 2020 | Prior public board |
| Calithera Biosciences | Former Director | Jul 2020–Dec 2023 | Prior public board |
Board Governance
- Committee assignments: Audit Committee member; post‑2025 annual meeting audit members are Habib Dable, Scott Garland, and Saira Ramasastry (chair) .
- Independence: Board determined all directors other than CEO Jeremy Bender are independent under SEC/Nasdaq rules; Garland qualifies as independent .
- Attendance: In FY2024, the board met 10 times; audit 4, compensation 5, nom/gov 4. Each director attended at least 75% of aggregate meetings of the board and committees on which they served .
- Executive sessions: Non‑employee directors meet regularly in executive session; presiding director is the independent chair (Garry Nicholson) .
- Say‑on‑pay environment: 2025 advisory vote approved with 82,385,592 for, 879,957 against, 66,780 abstain; broker non‑votes 6,470,934, indicating broad shareholder support for compensation framework .
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $43,500 | Jul 2024 | Paid quarterly in arrears |
| Audit Committee Member | $10,000 | Jul 2024 | Chair receives $20,000 |
| Compensation Committee Member | $7,500 | Jul 2024 | Chair receives $15,000 |
| Nominating & Governance Member | $5,000 | Jul 2024 | Chair receives $10,000 |
| Non‑Executive Chair Fee | $32,500 | Jul 2024 | If applicable |
| Director | Fees Earned (Cash) FY2024 | Total Option Awards (Grant‑Date FV) FY2024 | Total Compensation FY2024 |
|---|---|---|---|
| Scott Garland | $51,750 | $278,600 | $330,350 |
Performance Compensation
| Equity Award Policy | Grant Value | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|
| Initial Director Option Grant (upon appointment) | Up to $624,000 (ASC 718) | 1/36 monthly | Full acceleration upon “corporate transaction” if in service immediately prior |
| Annual Director Option Grant | Up to $312,000 (ASC 718) | 1/12 monthly | Full acceleration upon “corporate transaction” if in service immediately prior |
Insider equity award mechanics and policies prohibit timing grants around material non‑public information; insider trading policy bars hedging and pledging of company securities, including options and derivative strategies .
Option Repricing Event (RED FLAG)
| Event | Details | Conditions |
|---|---|---|
| Board‑approved option repricing | On Nov 6, 2025, certain fully vested director stock options for Garland were repriced to $8.99 (Nasdaq close on effective date), covering tranches of 48,072 (from $24.65, expiring Aug 15, 2031), 28,700 (from $16.29, expiring Jun 20, 2032), 37,500 (from $12.69, expiring Jun 21, 2033), and 32,335 (from $13.87, expiring May 22, 2034); other terms unchanged | |
| Retention requirement | To exercise at the new price, service through a defined Retention Period (from Nov 6, 2025 until the earlier of 12‑month anniversary or a corporate transaction), with exceptions for death/disability |
Other Directorships & Interlocks
| Company | Relationship to DAWN | Potential Interlock/Conflict |
|---|---|---|
| ALX Oncology; Olema Oncology; LB Pharma | External boards | No DAWN related‑party transactions disclosed since Jan 1, 2024; audit committee reviews and must approve any related‑person transactions >$120,000 . |
Expertise & Qualifications
- Commercial oncology leadership and product franchise management (Avastin, Rituxan, Tarceva) at Genentech; executive commercialization at Exelixis, Relypsa; CEO experience at Portola and PACT .
- Financial literacy (audit committee member) and governance experience across multiple public biopharma boards .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition |
|---|---|---|---|
| Scott Garland | 143,912 | <1% | Options exercisable within 60 days; no RSUs disclosed |
| Director | Options Held (12/31/2024) | Stock Awards Held (12/31/2024) |
|---|---|---|
| Scott Garland | 146,607 | — |
Anti‑hedging/pledging: Company policy prohibits hedging and pledging transactions by directors .
Governance Assessment
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Strengths
- Independent director with deep commercial oncology track record and multi‑company board experience; serves on audit committee, enhancing financial oversight .
- Board structure and practices: majority independent board, separate chair/CEO, independent committees, regular executive sessions .
- Attendance: Met minimum 75% participation across board/committee meetings in FY2024, supporting engagement .
- Oversight of related‑party transactions resides with the audit committee; no material related‑party transactions disclosed since Jan 1, 2024 .
- Shareholder support: 2025 say‑on‑pay approval was strong, signaling investor confidence in compensation governance .
-
Risks / RED FLAGS
- Option repricing of fully vested director options in Nov 2025 lowers exercise prices to $8.99 with retention conditions. Repricing of underwater options for directors is generally shareholder‑unfriendly and can weaken pay‑for‑performance alignment unless clearly justified; merits scrutiny of board rationale and future policy limits .
- Low personal share ownership (<1% beneficial) and primarily option‑based exposure may limit “skin‑in‑the‑game” alignment versus ownership guidelines (not disclosed); investors often prefer meaningful direct equity/RSU holdings for independent directors .
- Multiple external boards can be beneficial for network insights but may raise time‑commitment concerns; no DAWN interlocks or related‑party exposures disclosed .
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Implications for board effectiveness
- Garland’s audit committee role and commercial expertise support effective oversight of financial reporting and commercialization risk. However, the 2025 option repricing introduces a governance signal that investors typically scrutinize; monitoring future director equity policy changes and disclosure around rationale is advisable .