Jennifer Cook
Denali TherapeuticsAbout Jennifer Cook
Jennifer Cook, 59, has served as an independent director of Denali Therapeutics (DNLI) since November 2018; her current Board class term runs through 2026. She was CEO of GRAIL (2018–2019) and held senior leadership roles at Roche/Genentech, including SVP Global Head of Clinical Operations (Roche), Head of Region Europe Pharma (Roche), and SVP, Business Unit Head Immunology & Ophthalmology (Genentech). She holds a B.A. and M.S. in Biology from Stanford and an M.B.A. from UC Berkeley’s Haas School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GRAIL | Chief Executive Officer | Jan 2018 – Jun 2019 | Led early commercial/clinical build-out |
| Roche Pharmaceuticals | SVP, Global Head of Clinical Operations | Jan 2017 – Dec 2017 | Clinical operations leadership |
| Roche Pharmaceuticals | Head of Region Europe Pharma | Sep 2013 – Dec 2016 | Regional P&L/market leadership |
| Genentech | SVP, Business Unit Head Immunology & Ophthalmology | Jul 2010 – Sep 2013 | Therapeutic BU leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| BridgeBio Pharma, Inc. | Director | Current | Not disclosed in DNLI proxy |
| Jazz Pharmaceuticals plc | Director | Current | Not disclosed in DNLI proxy |
| Jennifer Cook Consulting | Owner | Current | Advisory practice |
| Google Ventures (GV) | Advisor | Current | Advisory role; DNLI director David Schenkein is a GV GP (interlock) |
Board Governance
- Independence: DNLI Board determined Cook is independent under Nasdaq rules .
- Committee assignments: Corporate Governance & Nominating Committee (member) .
- Attendance: 100% attendance in 2024 across Board and committee meetings; Board held 5 meetings; Corporate Governance & Nominating held 3 .
- Board leadership: Chair role not held by Cook; separation of Chair and CEO maintained .
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | $50,000 | Outside director policy; paid quarterly, prorated |
| Non-Exec Chair additional retainer | $35,000 | $35,000 | Not applicable to Cook |
| Audit Committee member | $10,000 | $10,000 | Not applicable to Cook (footnote indicates CG&N) |
| Compensation Committee member | $7,500 | $7,500 | Not applicable to Cook |
| Corporate Governance & Nominating member | $5,000 | $5,000 | Applicable to Cook per committee assignment |
| Science & Technology member | $7,500 | $5,000 | Membership not specified for Cook in proxy |
| Director | 2024 Fees Earned (Cash) |
|---|---|
| Jennifer Cook | $55,000 |
Cook’s disclosed 2024 cash fees were $55,000; DNLI’s policy schedule provides Board and committee retainers, with individual totals reflecting committee roles and any prorations .
Performance Compensation
| Director | 2024 RSU Grant (Grant Date Fair Value) | 2024 Option Grant (Grant Date Fair Value) |
|---|---|---|
| Jennifer Cook | $110,748 | $203,717 |
| Equity Grant Policy | Initial Award (on joining Board) | Annual Award (each AGM, ≥6 months service) | Split |
|---|---|---|---|
| Outside Director Equity | ~$700,000 aggregate value | ~$400,000 aggregate value | ~60% options / ~40% RSUs; RSUs valued at 1 RSU per 2 option shares for sizing |
- Grant mechanics and vesting: Initial option vests 25% at 1-year then monthly; initial RSU vests 25% annually over 4 years. Annual awards sized similarly; options and RSUs vest per policy .
Other Directorships & Interlocks
| Company | Relationship to DNLI | Potential Interlock/Conflict Notes |
|---|---|---|
| BridgeBio Pharma, Inc. | External public board | No DNLI related-party transactions disclosed with BridgeBio |
| Jazz Pharmaceuticals plc | External public board | No DNLI related-party transactions disclosed with Jazz |
| Google Ventures (GV) | Advisor; DNLI director Schenkein is GV GP | Network interlock; DNLI reports no related-party transactions involving GV in 2024 |
Expertise & Qualifications
- Senior operating leadership across clinical operations, regional pharma markets, and therapeutic BU management (Roche/Genentech) .
- CEO experience at a precision oncology diagnostics company (GRAIL) .
- Academic credentials: Stanford (B.A., M.S. Biology) and UC Berkeley Haas (M.B.A.) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 149,340 shares; <1% of outstanding |
| Director outstanding equity at FY-end 2024 | 147,203 unexercised options; 5,967 unvested RSUs |
| Ownership guidelines | Minimum 3× annual cash retainer; compliance by later of Apr 16, 2026 or five years after initial appointment/election (for Cook, later date is Apr 16, 2026) |
| Hedging/pledging | Prohibited under insider trading policy (limited exceptions require approvals) |
| Section 16(a) filings | All directors/officers reported timely compliance for 2024 |
Governance Assessment
- Board effectiveness and independence: Cook is independent, with 100% 2024 attendance, and serves on the Corporate Governance & Nominating Committee, which oversees board composition, independence, and conflicts oversight—positive signal for governance quality .
- Compensation alignment: Director pay mixes modest cash retainers with equity grants ($314k aggregate grant value in 2024 for Cook), aligning interests with shareholders; annual award policy ($400k, 60/40 options/RSUs) supports long-term orientation .
- Ownership alignment: Stock ownership guidelines (3× retainer) and prohibitions on pledging/hedging reduce misalignment risks; Cook’s beneficial holdings and outstanding awards indicate meaningful equity exposure .
- Conflicts/related party exposure: DNLI discloses no related-party transactions involving Cook; GV advisory interlock noted but no transactions disclosed. Major related-party items involve Baker funds PIPE financing and board designation rights, not Cook—Board’s audit review and formal policy mitigate risk .
- Shareholder sentiment: 2024 say‑on‑pay support ~92.2% indicates broad investor approval of compensation governance; while focused on executives, it reflects overall compensation oversight quality .
RED FLAGS: None disclosed for Cook. No related-party transactions, no pledging/hedging permitted, and full attendance. Monitor GV interlocks for information flow and potential perceived conflicts, though DNLI’s policy requires audit committee review of any related-party transactions .
