Dario Scimeca
About Dario Scimeca
General Counsel and Corporate Secretary of Precision BioSciences since June 2019; age 50 as of the 2025 proxy. Education: B.S. from Santa Clara University; J.D. from UC Berkeley School of Law; clerkship with Judge James L. Dennis, U.S. Court of Appeals, Fifth Circuit. Prior roles include Assistant General Counsel at Genentech (U.S. affiliate of Roche) and corporate counsel at Elan Pharmaceuticals, with focus on regulatory compliance and product development/commercialization in oncology and rare disease. Company-level bonus performance goals for executives are set by the Board and not disclosed; no TSR/revenue/EBITDA performance metrics tied to his pay are specified in filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Genentech (Roche U.S.) | Assistant General Counsel | 2013–2019 | Counseled development/commercialization for multiple oncology and rare disease products |
| Elan Pharmaceuticals | Corporate Counsel | Not disclosed | Oversaw FDA and EMA regulatory compliance matters |
| National law firms | Corporate transactional and patent litigation roles | Not disclosed | Foundational legal experience across transactions and IP litigation |
External Roles
No public company board roles or committee positions disclosed in executive biographies or proxy sections reviewed .
Fixed Compensation
| Component | 2025 |
|---|---|
| Base salary ($) | $448,050 |
| Target bonus (%) | 40% of base salary |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| Board-determined annual performance goals (specific metrics not disclosed) | Not disclosed | 40% of base salary | Not disclosed | Bonus payable only if employed through payment date; based on goal achievement | N/A |
Equity Ownership & Alignment
| As-of date | Direct shares owned | Options exercisable within 60 days | Total beneficial ownership |
|---|---|---|---|
| Nov 15, 2023 | 112,970 shares | 397,037 shares | 510,007 shares |
| Trading plan | Aggregate shares authorized for sale | Plan window |
|---|---|---|
| Rule 10b5-1 plan adopted Sep 29, 2025 | Up to 2,821 shares | Dec 30, 2025 – Nov 10, 2026 |
- Shares pledged as collateral: not disclosed in reviewed materials .
- Stock ownership guidelines/multiple of salary: not disclosed in reviewed materials .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment status | At-will; either party may terminate with 30 days’ written notice |
| Good Reason (executive resignation with severance) | Material base salary reduction ≥10%; material adverse change in title/duties; involuntary relocation >35 miles; failure of successor to assume agreement; cure periods apply |
| Severance (no cause / Good Reason) | Lump sum: 12 months of then-current base salary + 1.0× target annual bonus; COBRA reimbursement up to 12 months; time-based equity vests for the portion that would have vested in the 13 months post-separation; option exercise window extended to earlier of 1 year post-separation or option max term |
| Change in Control (CIC) termination period | 3 months prior to and 12 months following a CIC |
| CIC severance | Lump sum: 18 months of base salary + 1.5× target bonus; COBRA reimbursement up to 18 months; all unvested time-based equity vests in full; option exercise window extended to earlier of 1 year post-separation or option max term |
| Required release & compliance | Severance conditioned on execution/non-revocation of attached separation agreement and compliance with restrictive covenants |
| Restrictive covenants | Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement continues to apply; specific durations not disclosed in his agreement |
| Clawback | Forfeiture/recoupment of amounts as required by law, exchange rules, or company policy |
| D&O insurance/indemnification | Indemnification to maximum extent under organizational documents; covered under D&O insurance |
| Escrow arrangement (retention/credit risk mitigation) | Company to maintain escrow covering 72% of obligations under severance/CIC cash benefits; additional $84,000 legal fee fund with $60,480 held in escrow; detailed release mechanics upon Restructuring Event/CIC and refund obligations for unused legal fund |
| Section 409A compliance | Agreement intended to comply with or be exempt from 409A; includes separate payments and reimbursement timing rules |
| Parachute payment cut-back | 280G/4999 excise tax “best net” reduction to avoid Excise Tax if beneficial |
| CIC definition | Detailed multi-prong definition covering change in beneficial ownership >50%, board composition changes, and certain mergers/asset sales with successor governance/voting tests |
Investment Implications
- Pay-for-performance structure is modestly geared to annual corporate goals (40% target bonus) but lacks disclosed metric detail; severance economics are standard-to-protective, with CIC terms that fully accelerate time-based equity, which can increase retention around strategic events while raising potential dilution risk at termination .
- The Rule 10b5-1 plan authorizes sales of up to 2,821 shares over ~11 months, a de minimis quantum relative to 10.48 million shares outstanding as of March 20, 2025, suggesting limited selling pressure from his plan alone .
- Governance safeguards (no tax gross-ups in equity plan, clawback, 409A compliance, 280G cut-back) and explicit restrictive covenants support alignment and risk control; the unique escrow arrangement indicates pre-planned severance funding to ensure payment certainty through restructuring/CIC scenarios—reducing counterparty risk but highlighting contemplated corporate transition risk .
- Ownership shows historical skin-in-the-game via options and shares; current NEO tables omit him, limiting visibility into recent award structures and vesting, which constrains precise alignment assessment post-reverse split .