Ebun Garner
About Ebun Garner
Ebun S. Garner, J.D., is General Counsel and Corporate Secretary of Erasca, Inc. and has served in this role since April 2021. He is 53 years old (as of the April 2025 proxy), holds a B.A. in Economics from the University of Pennsylvania and a J.D. from New York University School of Law, and previously led legal functions across public and private biopharma and medical device companies . Compensation design ties his annual bonus to corporate objectives across clinical, regulatory, operational, and financial priorities; for 2023, NEO bonuses were paid at 95% of target, with Garner’s target set at 40% of base salary . Company filings do not disclose executive TSR, revenue growth, or EBITDA growth for his tenure; as General Counsel, his capital markets and disclosure execution is evidenced by his sign-off on earnings 8-Ks and presence as notice party in the company’s August 2025 S-3 and ATM agreement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Acadia Pharmaceuticals, Inc. | Assistant General Counsel | Aug 2020 – Apr 2021 | Primary legal support for business development and public company reporting |
| Imbria Pharmaceuticals, Inc. | Chief Legal Officer and Corporate Secretary | Apr 2019 – Jul 2020 | Oversaw all legal and intellectual property matters |
| Neurocrine Biosciences, Inc. | Associate General Counsel | Mar 2017 – Apr 2019 | Primary legal support for non‑commercial legal matters and public reporting |
| Alphatec Spine, Inc. | SVP, General Counsel and Corporate Secretary | 2005 – Feb 2017 | Led legal function at publicly traded medical device company |
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | Corporate Associate | 2000 – 2005 | Corporate legal practice (New York office) |
External Roles
No public company directorships or external board roles are disclosed in the company’s proxy biographies for Garner .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $433,000 | $448,200 (effective Jan 1, 2024) |
| Target Bonus % of Base | 40% | — |
| Actual Bonus Paid ($) | $164,540 | — |
Performance Compensation
Annual Bonus (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate objectives tied to clinical, regulatory, operational, financial priorities | Not disclosed | 40% of $433,000 base = $173,200 (calculated from disclosed target % and base) | $164,540 | 95% of target | N/A (cash) |
Equity Awards (Stock Options)
| Grant Type | Grant Date | Shares | Exercise Price | Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| Stock option (2023 annual grant under 2021 Plan) | Feb 1, 2023 | 480,000 | $4.00 (see outstanding awards for 2023 grant terms) | $1,414,320 | 1/48th monthly from Feb 1, 2023; accelerated per Severance Plan |
| Stock option (2024 annual grant under 2021 Plan) | Feb 1, 2024 | 480,000 | Not disclosed; company sets exercise price ≥ closing price on grant date | Not disclosed | 1/48th monthly from Feb 1, 2024; accelerated per Severance Plan |
Outstanding Equity Awards (as of Dec 31, 2023)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Feb 1, 2023 | 100,000 | 380,000 | 4.00 | Jan 31, 2033 |
| Feb 1, 2022 | 78,425 | 92,685 | 11.54 | Jan 31, 2032 |
| Apr 19, 2021 | 406,117 | 203,049 | 5.81 | Apr 18, 2031 |
Equity Ownership & Alignment
| Date (Reference) | Direct Shares | Options Exercisable or Becoming Exercisable within 60 Days | Total Beneficially Owned (per footnote) | Notes |
|---|---|---|---|---|
| April 15, 2025 (2025 Proxy) | 21,174 | 1,290,941 | Included within group footnote; individual line not tabulated | Footnote (15) lists Garner’s holdings |
| April 15, 2024 (2024 Proxy) | 9,728 | 769,388 | Listed in named executive officers table | Less than 1% of shares outstanding; individual percentage not shown |
- Pledging/Hedging: Company policy prohibits officers, directors, and employees from pledging stock as collateral and from engaging in hedging, margining, short sales, or derivatives on company stock, which mitigates misalignment risk .
- Stock ownership guidelines: Not disclosed for executives; no compliance status available in filings reviewed .
Employment Terms
| Provision | Summary Terms |
|---|---|
| Employment status | At‑will; eligible for base salary and annual performance bonus per employment letter |
| Severance (outside Change in Control) | Tier 1 Covered Employee: lump-sum cash equal to 9 months base pay; company-paid COBRA for 9 months; accelerated vesting of equity awards that would vest within 9 months |
| Change in Control Severance (Double Trigger) | If terminated other than for cause or resign for good reason within 12 months following a change in control: lump-sum cash equal to 12 months base pay + 1x target bonus; company-paid COBRA for 12 months; 100% acceleration of equity awards; 280G “better-of” cutback applies |
| Restrictive covenants | Release of claims required; non‑solicitation and non‑disparagement covenants apply; non‑compete not specified in Severance Plan |
| Clawback policy | Compensation recovery policy adopted for Section 16 officers for erroneously paid incentive compensation received on or after Oct 2, 2023, per SEC/Nasdaq rules |
Investment Implications
- Alignment and upside leverage: Garner’s compensation is primarily base, annual bonus tied to clinical/regulatory/operational/financial goals, and multi‑year stock options vesting monthly, aligning his incentives to sustained execution and potential equity upside; 2023 bonus payout at 95% of target indicates corporate objectives were largely met .
- Vesting cadence and selling pressure: Large tranches of options vest monthly (1/48th) on 2023 and 2024 grants, and as of April 15, 2025, 1.29 million options were exercisable or became exercisable within 60 days—implying ongoing potential for option exercises but mitigated by company prohibition on hedging/pledging and absence of RSU overhang disclosures .
- Retention risk: Double‑trigger CoC benefits (12 months base + 1x target bonus + 100% equity acceleration) and Tier 1 severance outside CoC provide meaningful protection, reducing near‑term departure risk; however, at‑will status and industry mobility mean retention remains tied to program progress and equity value .
- Governance/controls signal: Frequent sign‑offs on earnings 8‑Ks and inclusion in S‑3/ATM notice parties support effective disclosure and financing execution—important for a clinical‑stage biotech’s capital access and regulatory cadence .