Yalonda Howze
About Yalonda Howze
Yalonda Howze, J.D., is Chief Legal Officer and Corporate Secretary of Generation Bio (GBIO), serving since April 2023; she previously was EVP, Chief Legal Officer and Compliance Officer at Codiak Biosciences (2020–Apr 2023) and a partner at Mintz Levin (2007–2020) . She holds a B.A. (French, Univ. of Michigan), M.Div. (Harvard Divinity School), and J.D. (Univ. of Virginia School of Law) and is 53 as of April 2025 (age 52 as of April 2024) . Company-level pay-versus-performance shows cumulative TSR value of a $100 investment fell to 4 in 2024 (from 7 in 2023), alongside a 2024 net loss of $131.8M, providing context for equity-based incentive alignment and underwater risk in some historical grants . Stockholders approved say‑on‑pay by a significant majority at the 2024 annual meeting, indicating general support for the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Codiak Biosciences, Inc. | EVP, Chief Legal Officer and Compliance Officer | Jul 2020 – Apr 2023 | Led legal and compliance through restructuring; industry experience relevant to GBIO’s stage |
| Mintz Levin, P.C. | Partner | Nov 2007 – Jul 2020 | Managed transactional and litigation matters; deep life sciences legal expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2023 | 460,000 | 40% | Base set upon hire; joined Apr 2023; partial-year salary earned $339,988 in SCT |
| Current (as of Apr 2024 proxy) | 473,800 | 40% | “Currently set” per offer letter summary |
Performance Compensation
| Year | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Corporate performance vs. annual goals | 100% corporate | 40% of base | $149,595 (110% corporate factor on earned salary) | Paid after year-end per program; payout calc disclosed |
- 2023 corporate goals included platform and delivery milestones, collaboration execution, organizational initiatives, and cash runway; board determined 110% achievement for bonuses .
Equity Grants and Vesting
| Grant Date | Instrument | Shares | Exercise Price | Grant-Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 04/05/2023 | Stock Options | 107,100 | 3.97 | 336,572 | 25% on 4/5/2024; remainder in equal quarterly installments thereafter (time-based) | 04/04/2033 |
| 04/05/2023 | RSUs | 53,550 | — | 212,594 | 25% on 4/15/2024; remainder in equal quarterly installments thereafter (time-based) | — |
| 12/01/2023 | Stock Options (Retention) | 76,310 | 1.39 | 88,939 | Two-year vest; 25% at 6 months (6/1/2024), remainder in equal quarterly installments thereafter | 11/30/2033 |
- Company states no performance-vested equity (PSUs) for executives, and no formal executive equity ownership guidelines; equity is time‑based to promote retention and alignment .
Equity Ownership & Alignment
| As of Record Date | Beneficial Ownership | % of Shares Outstanding | Composition Detail |
|---|---|---|---|
| Apr 10, 2024 | 59,242 | <1% | 45,854 options exercisable within 60 days; 13,388 RSUs vesting within 60 days |
Outstanding unvested awards at 12/31/2023:
- Options: 107,100 unexercised/unvested at $3.97 (exp. 4/4/2033); 76,310 unexercised/unvested at $1.39 (exp. 11/30/2033) .
- RSUs: 53,550 unvested (time-based schedule) .
Alignment, hedging, and pledging:
- Anti-hedging and anti-pledging policy prohibits short sales, derivatives, and pledging/margin; reduces misalignment and collateral risk .
- Company reiterates anti-hedging/pledging policy and insider-trading controls in 2025 proxy as well .
Employment Terms
- Start date and role: Chief Legal Officer and Corporate Secretary since April 2023 (at-will) .
- Offer letter economics (current per 2024 proxy): Base salary $473,800; target bonus 40% .
- Severance (non‑CIC): For most executives, plan provides 9 months’ salary + up to 9 months COBRA + pro‑rated bonus at BoD discretion and 25% acceleration of unvested equity; however, Ms. Howze’s offer letter is “substantially similar” except there is no equity acceleration in a non‑CIC termination .
- CIC double-trigger (termination within 12 months of change in control): For executives generally, 12 months’ base salary, 12 months COBRA, lump‑sum target bonus (100% of target), and full vesting acceleration of outstanding equity, subject to release .
- Clawback: Dodd‑Frank/Nasdaq-compliant compensation recovery policy effective Oct 2, 2023; no recoveries to date disclosed .
- Restrictive covenants: 1‑year post‑termination non‑compete and non‑solicit; confidentiality and IP assignment obligations .
Investment Implications
- Pay-for-performance with 100% corporate-weighted annual bonus and significant time‑based equity fosters alignment; anti‑hedging/pledging policy further reduces misalignment/pledge risk .
- Retention risk appears moderate: sizeable 2023 new‑hire and retention option grants with multi‑year vesting create meaningful unvested equity; note that Ms. Howze does not receive non‑CIC equity acceleration upon an involuntary termination, increasing retention leverage outside of a change-in-control .
- Potential insider selling pressure may arise around quarterly RSU vestings and incremental option vesting dates; however, policy‑driven trading windows and prohibitions on hedging/pledging limit riskier behaviors .
- In a strategic transaction, double‑trigger CIC economics (cash plus full acceleration) could incentivize continuity through closing and transition, but also create overhang considerations for acquirers modeling fully accelerated equity .
- Broader context: company TSR value fell to 4 in 2024 and net losses persist, implying that alignment depends on forward value creation and recent low-strike retention grants; stockholders nevertheless supported say‑on‑pay by a significant majority in 2024, signaling confidence in the framework .