Jonathan Lim
About Jonathan Lim
Jonathan E. Lim, M.D., age 53, is Erasca’s co-founder (2018), Executive Chairman (October 2018), and Chairman & Chief Executive Officer since March 2019, with prior CEO roles at Halozyme and successful exits at Ignyta (sold to Roche) and Bonti (sold to Allergan) . He holds B.S./M.S. from Stanford, an M.D. from McGill, and an M.P.H. from Harvard . Annual bonuses for 2024 were tied to corporate objectives in clinical/regulatory, operational, and financial areas; payouts were approved at 115% of target for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ignyta, Inc. | Co-founder; Chairman, CEO & President | 2011–2018 | Led precision oncology company through sale to Roche (Feb 2018) and integration into Roche/Genentech (Jul 2018) |
| Bonti, Inc. | Co-founder; Chairman | 2015–2018 | Achieved sale to Allergan plc (Oct 2018) |
| Eclipse Therapeutics, Inc. | Co-founder; Chairman & CEO | 2011–2012 | Spinout from Biogen Idec; sold to Bionomics Ltd. (2012) |
| Halozyme Therapeutics, Inc. | President, CEO; Director (Chairman 2004–2005) | 2003–2010 | Led public biotechnology company |
| McKinsey & Company; NIH/Harvard/Dana-Farber | Management consultant; Postdoc Fellow | Prior to 2003 | Biomedical and strategic foundations supporting later operating leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ARCH Venture Partners | Venture Partner | Since Dec 2018 | Venture role alongside operating leadership |
| City Hill LLC | Managing Partner | Since 2010 | Investment vehicle; also a significant ERAS shareholder |
| Maze Therapeutics, Inc. | Director | Since Oct 2019 | Publicly traded precision medicines company |
| Boundless Bio, Inc. | Chairman & Co-founder | Since Dec 2018 | Public precision oncology company |
| Scripps Research | Board of Overseers | Since Oct 2018 | Scientific institution governance role |
| Moores Cancer Center (UC San Diego) | Board of Visitors | Since 2015 | Cancer center governance role |
| Stanford Interdisciplinary Biosciences Council | Member | Since 2014 | Academic advisory role |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | 622,800 | 644,600 | 670,400 |
| Target Bonus (%) | 60% of base | 60% of base | Not disclosed |
| Actual Cash Bonus ($) | 354,996 | 444,774 (115% of target) | Not disclosed |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (2024) | Not disclosed | 100% of target | Paid at 115% of target; $444,774 cash | Cash (n/a) |
| Stock options (Feb 1, 2024 grant) | n/a | 1,500,000 shares | Grant-date FV $ not in SCT; options disclosed | 1/48 monthly from Feb 1, 2024; accel per Severance Plan |
| Stock options (Jun 20, 2024 grant) | n/a | 632,759 shares | Exercise price $2.03; grant-date FV $934,458 | 1/48 monthly from Jun 20, 2024; accel per Severance Plan |
| Stock options (Feb 1, 2025 grant) | n/a | 2,500,000 shares | Exercise price not disclosed | 1/48 monthly from Feb 1, 2025; accel per Severance Plan |
Option details (outstanding at FY-end 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Jun 20, 2024 | 79,094 | 553,665 | 2.03 | Jun 19, 2034 | 1/48 monthly from Jun 20, 2024; accel per Severance Plan |
| Feb 5, 2024 | 312,500 | 1,187,500 | 1.70 | Feb 4, 2034 | 1/48 monthly from Feb 1, 2024; accel per Severance Plan |
| Feb 1, 2023 | 687,500 | 812,500 | 4.00 | Jan 31, 2033 | 1/48 monthly from Feb 1, 2023; accel per Severance Plan |
| Feb 1, 2022 | 560,291 | 230,709 | 11.54 | Jan 31, 2032 | 1/48 monthly from Feb 1, 2022; accel per Severance Plan |
Notes:
- Company discloses avoidance of spring-loading; option exercise prices set at or above closing price on grant date .
- June 20, 2024 grants occurred near disclosure events; MNPI table provided per Item 402(x); market price change −1.43% around disclosure .
Equity Ownership & Alignment
| Category | Shares | % Outstanding |
|---|---|---|
| City Hill, LLC (affiliated) | 12,899,360 | — |
| Family trust (co-trustee) | 19,456,216 | — |
| Options exercisable within 60 days | 2,387,506 | — |
| Total beneficial ownership (Lim) | 34,743,082 | 12.2% |
| Shares outstanding (basis for % calc) | 283,265,716 | — |
- Hedging and pledging of company stock are prohibited for officers/directors (no pledging allowed; hedging barred) .
- Directors who are employees do not receive additional board compensation; Lim receives no extra director pay .
Employment Terms
| Provision | Non-CIC Qualifying Termination | CIC Qualifying Termination (within 12 months post-CIC) |
|---|---|---|
| Cash severance | 12 months of annualized base pay (CEO) paid lump sum | 18 months of base pay + 1.5× target bonus (CEO) paid lump sum |
| COBRA | 12 months (CEO) company-paid | 18 months (CEO) company-paid |
| Equity acceleration | Accelerate options/awards that would vest within 12 months post-termination (CEO) | 100% acceleration of equity compensation awards |
| Triggers | Termination without cause or resignation for good reason (double-trigger outside CIC window has partial acceleration) | Double-trigger: termination without cause or resignation for good reason within 12 months of CIC |
| 280G | “Better-off” cutback to avoid 4999 excise tax; no tax gross-ups | |
| Clawback | Dodd-Frank compliant clawback adopted (effective for Section 16 officers from Oct 2, 2023) | |
| Hedging/Pledging policy | Prohibits pledging, margin, short sales, and derivatives on ERAS stock | |
| Employment nature | At-will; Lim covered under CEO tier of Severance Plan |
Restrictive covenants applied through Severance Plan benefits include non-solicitation and non-disparagement compliance requirements .
Board Governance
- Board service: Co-founder; Executive Chairman (Oct 2018); Chairman & CEO since Mar 2019 .
- Independence: Board determined all directors except Lim and Varney are independent under Nasdaq; Lim is non-independent as CEO .
- Dual-role implications: ERAS combines CEO and Chair roles; Board established Lead Independent Director in 2023 (James A. Bristol, term through 2025 AGM) to enhance oversight and independent executive sessions .
- Committees: Lim is not listed as a member of Audit, Compensation, or Nominating; those committees are fully independent .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings .
Director Compensation
- Employee directors receive no separate board pay; Lim does not receive additional compensation for board service .
- Non-employee director program details (context for governance benchmarking): retainer $40,000; Chair/Lead Independent Director +$30,000; committee chair/member fees; equity grants increased for 2025 (initial options 240,000; annual 120,000) .
Performance & Track Record
- Notable outcomes: Led Ignyta to acquisition by Roche and integration into Genentech; led Bonti to sale to Allergan; prior CEO at Halozyme .
- ERAS bonus framework emphasizes clinical/regulatory milestones and operational/financial goals; 2024 payout approved at 115% of target .
- Compensation oversight with independent consultant Alpine Rewards; Compensation Committee comprised of independent directors .
Compensation Structure Analysis
- Mix shifts: 2024 option award grant-date value ($2,794,308) was below 2023 ($4,419,750), while cash bonus rose (2024 $444,774 vs. 2023 $354,996) and base salary increased (to $644,600; further to $670,400 effective Jan 1, 2025) .
- Equity vehicle: Awards remain predominantly stock options with multi-year monthly vesting; no RSUs or PSUs disclosed for Lim .
- Governance protections: Clawback in place; 280G “better-off” cutback; hedging/pledging banned, supporting alignment and risk controls .
Related Party and Other Risk Indicators
- Related party: Erasca Foundation—Lim and certain directors serve as directors; company contributed shares at IPO and made donations/loan (loan repaid) .
- No option repricing disclosed; insider trading policy robust; committee independence documented .
- Combined CEO/Chair role presents governance concentration; mitigated via Lead Independent Director responsibilities .
Equity Ownership & Alignment Details (Breakdown)
| Holder/Instrument | Shares | Notes |
|---|---|---|
| City Hill, LLC | 12,899,360 | Lim is Managing Partner; may share voting/disposition; disclaims beneficial ownership except pecuniary interest |
| Family Trust (co-trustee) | 19,456,216 | Trust holdings attributed to Lim |
| Options (≤60 days exercisable) | 2,387,506 | Lim’s currently exercisable options included in beneficial ownership |
| Total Lim beneficial ownership | 34,743,082 | 12.2% of 283,265,716 outstanding shares |
Investment Implications
- Alignment: Significant skin-in-the-game (12.2% beneficial ownership) with hedging/pledging prohibition reduces misalignment and leverage risk; monthly vesting of large option grants creates ongoing potential for Form 4 activity and selling pressure around liquidity events .
- Retention economics: Strong CIC protections (18 months base + 1.5× target bonus; 100% acceleration) and non-CIC severance (12 months base; partial acceleration) suggest low immediate departure risk but could incentivize event-driven outcomes if strategic alternatives emerge .
- Governance: Dual CEO/Chair coupled with a Lead Independent Director and fully independent committees balances control and oversight; still a consideration for governance-sensitive investors .
- Pay-for-performance: Bonus tied to clinical/regulatory and operational objectives with above-target payout in 2024; continued reliance on options keeps pay at-risk and levered to value creation milestones typical of development-stage biotech .