Dawn Bir
GERONAbout Dawn C. Bir
Age 54; director since March 2019; appointed Interim President & Chief Executive Officer on March 10, 2025. Holds a B.S. in Biology from Binghamton University. Career credentials center on commercial leadership in hematology-oncology, including leading the U.S. launch of IMBRUVICA at Pharmacyclics and CCO responsibilities at Reata Pharmaceuticals prior to its acquisition by Biogen in September 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reata Pharmaceuticals, Inc. | Chief Commercial Officer | Sep 2016 – Sep 2023 | Led marketing, market access, sales, commercial operations; CCO through acquisition by Biogen |
| Pharmacyclics LLC (AbbVie) | Vice President of Sales | Feb 2013 – Sep 2016 | Built first U.S. hematology national sales org; responsible for U.S./Puerto Rico launch of IMBRUVICA |
| SKY Pharmaceuticals Packaging & Rx Pak (McKesson) | VP Sales & Marketing | Oct 2011 – Feb 2013 | Led sales, marketing, contract mgmt, project mgmt, customer service across two revenue centers |
| Genentech; Bristol Myers Squibb | Commercial and sales positions | 1996 – Oct 2011 | Progressive roles in major biopharma commercial organizations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Soleno Therapeutics, Inc. | Director | Aug 2024 – present | Biopharma focused on rare diseases |
Board Governance
- Independence: Not independent under Nasdaq rules while serving as Interim President & CEO; independent prior to March 10, 2025 .
- Tenure: Director since March 2019 .
- Committee assignments: Member, Compensation Committee through March 10, 2025; stepped down upon interim CEO appointment . Chair, Nominating & Corporate Governance Committee effective Sep 1, 2024; stepped down Mar 10, 2025 .
- Attendance: Board held 8 meetings in FY2024; all directors attended the 2024 annual meeting; each director attended at least 75% of Board/committee meetings during their service in 2024 .
- Continuing education: Company provided paid NACD director education memberships to all Board members in 2024 .
Committee Membership Timeline
| Period | Committee | Role | Notes |
|---|---|---|---|
| 2024 – Mar 10, 2025 | Compensation | Member | Stepped down when appointed Interim CEO |
| Sep 1, 2024 – Mar 10, 2025 | Nominating & Corporate Governance | Chair | Succeeded Dr. Molineaux; relinquished chair on becoming Interim CEO |
Fixed Compensation (Director)
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual Board retainer (policy) | $50,000 | Cash; payable quarterly; directors may elect stock in lieu |
| Committee chair/member retainers (policy) | $10,000–$25,000 chair; $5,000–$12,500 member | Audit Chair $25k; Comp Chair $15k; Nominating Chair $10k; Strategic Chair $15k; member fees per policy |
| Bir – Fees earned or paid in cash | $64,158 | FY2024 director service; ceased earning separate director pay after Mar 2025 |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Term |
|---|---|---|---|---|---|
| Annual director option | May 9, 2024 | 180,000 | 519,156 | Vests at next annual meeting or 1-year anniversary (earlier) | 10 years; options priced at FMV; acceleration on change in control |
| Outstanding director options (as of 12/31/2024) | — | 786,000 | — | Mix of prior annual grants; standard director vesting; see policy | |
| Interim CEO offer letter option entitlement | To be granted May 21, 2025 | 180,000 | — | Option to purchase 180,000 shares per offer letter, grant at 2025 annual meeting date | Per 2018 Plan terms |
Equity terms: Director options granted under the 2018 Plan, exercise price at fair market value, 10-year term; full acceleration upon change in control; dividends/dividend equivalents not paid before vesting .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Relationship |
|---|---|---|
| Soleno Therapeutics | External public board | No related-party transactions with Geron disclosed since Jan 1, 2024 |
- Related-party transactions: None over $120,000 involving directors/executives since Jan 1, 2024; Audit Committee reviews/approves any such transactions per charter .
Expertise & Qualifications
- Commercial leadership across hematology-oncology launches and market access; led IMBRUVICA launch U.S./Puerto Rico .
- Senior executive experience (CCO) overseeing marketing, sales, and commercial operations in biopharma .
- Academic: B.S. Biology, Binghamton University .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Detail |
|---|---|---|---|
| Dawn C. Bir | 606,000 | <1% | Options exercisable within 60 days of Mar 1, 2025 |
| Outstanding director options (Bir) | 786,000 | — | As of Dec 31, 2024 |
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of company stock; requires preclearance for trades and 10b5‑1 plans for directors/officers .
Governance Assessment
- Strengths: Deep commercial/launch expertise relevant to RYTELO commercialization; prior committee leadership (NG chair) indicates governance engagement; general Board/committee attendance thresholds met in 2024; equity-heavy director pay aligns incentives to long-term value; robust insider trading and clawback policies reduce alignment risk .
- Risks/monitoring points: Temporary loss of independence while serving as Interim CEO (board effectiveness/oversight risk); external board seat at Soleno—no related-party transactions disclosed, but monitor for potential time/attention or information conflicts; director equity grants are significant (e.g., $519k grant-date fair value in 2024), though company caps aggregate annual director compensation under amended plan .
- Shareholder signals: 2024 say‑on‑pay approval ~96.1% indicates supportive investor sentiment toward compensation practices; maintain scrutiny during leadership transition and equity plan amendments .