David Schenkein
Denali TherapeuticsAbout David Schenkein, M.D.
Age 67; independent director at Denali Therapeutics since 2015 (Class III director, current term expires in 2026). General Partner at GV (Google Ventures); previously President & CEO of Agios Pharmaceuticals (2009–2019) and SVP, Oncology Development at Genentech (2006–2009). Education: M.D., SUNY Upstate Medical University; B.A. in Chemistry, Wesleyan University. Current public boards: Regeneron Pharmaceuticals and Prime Medicine; previously served on Agios Pharmaceuticals, Bluebird Bio, and Foundation Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | President & CEO | Aug 2009 – Jan 2019 | Led company through clinical development and commercialization phases |
| Genentech | SVP, Oncology Development | Mar 2006 – Jul 2009 | Oversaw oncology clinical development portfolio |
| Tufts Medical Center | Adjunct Attending Physician (Hematology) | Current | Clinical engagement alongside industry roles |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| GV (Google Ventures) | General Partner | Private (VC) | Life sciences investing; potential ecosystem interlocks to monitor |
| Regeneron Pharmaceuticals | Director | Public | Committee roles not disclosed in DNLI proxy |
| Prime Medicine | Director | Public | Committee roles not disclosed in DNLI proxy |
| Prior: Agios Pharmaceuticals | Director | Public | Historical board service |
| Prior: Bluebird Bio; Foundation Medicine | Director | Public | Historical board service |
Board Governance
- Independence: Board affirmed Dr. Schenkein as independent under Nasdaq standards in 2024 and 2025 .
- Committee assignments: Member, Corporate Governance & Nominating Committee; not on Audit or Compensation committees .
- Attendance: 100% board and applicable committee attendance in 2023 and 2024 (Board held five meetings in both years) .
- Board leadership: Chair is separate from CEO; independent sessions held regularly .
- Years of service on DNLI board: Since 2015; current Class III term through 2026 .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Schenkein attendance | 100% | 100% |
| Independence status | Independent | Independent |
| Committee membership | Corp Gov & Nominating | Corp Gov & Nominating |
Fixed Compensation
- Outside director cash retainers (policy):
- 2024: Board $45,000; Corporate Governance & Nominating member $5,000; Audit member $10,000; Compensation member $7,500; Committee chairs as listed .
- 2025: Board increased to $50,000; Science & Technology committee retainers reduced (chair $10,000; member $5,000) .
| Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date FV) | Option Awards (grant-date FV) | Total |
|---|---|---|---|---|
| 2024 | $65,000 | $110,748 | $203,717 | $379,465 |
Performance Compensation
- Annual director equity grants (policy mechanics): ~60% options / ~40% RSUs, with annual award value targeted at ~$400,000; initial appointment awards targeted at ~$700,000; RSUs valued as 1 RSU per 2 option shares for sizing .
- Vesting: Annual RSU and option awards vest fully on the earlier of one year from grant or the day prior to the next annual meeting, subject to continued service .
- Change-in-control (CIC): If director awards are assumed/substituted and the director is terminated other than voluntary resignation (unless requested by acquirer), all director equity vests fully and performance criteria are deemed achieved at 100% .
| Grant Detail (2024) | Value/Terms |
|---|---|
| RSUs grant-date fair value | $110,748 (grant on 2024 annual cycle; vests in full by next annual meeting or 1-year anniversary) |
| Options grant-date fair value | $203,717 (exercise price $20.33 if granted Jan 3, 2024; vesting as above) |
| Option exercise price (NEO awards for context) | $20.33 on Jan 3, 2024; director options follow same grant-date pricing convention |
| CIC acceleration (directors) | Full vesting of options/RSUs upon qualifying post-CIC termination |
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Notes |
|---|---|---|
| Regeneron Pharmaceuticals | Biopharma | No DNLI-related transactions disclosed; monitor for competitive overlaps |
| Prime Medicine | Gene editing | No DNLI-related transactions disclosed |
| GV (Google Ventures) | Venture Capital | Potential ecosystem ties; DNLI audit committee reviews related-party transactions; none involving Schenkein disclosed |
Expertise & Qualifications
- Deep biopharma operating background (CEO at Agios; SVP Oncology at Genentech) .
- Clinical training and ongoing adjunct hematology role (Tufts Medical Center) .
- Board and investment experience across public and private biotechnology companies (Regeneron, Prime, prior Agios/Bluebird/Foundation Medicine; GV) .
- Education: M.D. (SUNY Upstate), B.A. Chemistry (Wesleyan) .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| David Schenkein, M.D. 2004 Revocable Trust | 26,232 | Direct trust holdings |
| Amy P. Schenkein 2004 Revocable Trust | 31,232 | Spousal trust holdings |
| Directly held by Schenkein | 9,220 | Common shares |
| Options exercisable/RSUs lapsing ≤60 days (3/31/2025) | 107,088 | Includable in beneficial ownership |
| Total beneficial ownership | 173,772 | <1% of outstanding shares |
- Director stock ownership guidelines: required minimum holding equal to 3x annual cash retainer, compliance tracked over five years from adoption or appointment; sales capped at 50% of net shares until compliant .
- Hedging/pledging: prohibited under DNLI insider trading policy (limited exceptions require approval) .
Governance Assessment
- Board effectiveness: Strong engagement (100% attendance) and independence; relevant committee placement (Corporate Governance & Nominating) supports oversight of board composition, independence, and conflicts .
- Alignment: Director compensation combines modest cash retainer with equity grants that vest by next annual meeting, aligning pay with service and shareholder interests; clear CIC acceleration terms for directors enhance retention but warrant monitoring for over-alignment to transactional outcomes .
- Shareholder signals: Annual Say-on-Pay support remained high (92.2% approval at 2024 meeting), indicating investor confidence in DNLI’s pay practices and oversight framework .
- Potential conflicts: GV role implies broad industry exposure; DNLI discloses and audits related-party transactions—none reported involving Schenkein. Notably, Baker Bros. Funds purchased significant pre-funded warrants in 2024 and obtained a board designation right once ownership thresholds are met, introducing an influential investor on the board; monitor for interlock dynamics (affects board balance, not specific to Schenkein) .
- RED FLAGS: None disclosed specific to Schenkein—no related-party transactions, no attendance or independence issues, and hedging/pledging barred by policy .
Overall, Dr. Schenkein’s extensive operating and clinical background, independent status, perfect attendance, and equity-based compensation structure support investor confidence. Continued monitoring of GV ecosystem overlaps and influential investor board rights (Baker Bros.) is prudent for conflict oversight .
