David Bonita
About David P. Bonita, M.D.
David P. Bonita is an independent director of Prelude Therapeutics (PRLD) and Chair of the Compensation Committee; he also serves on the Audit Committee. He has been on the Board since June 2016 and was 49 years old as of April 16, 2025. Dr. Bonita is a member at OrbiMed Advisors LLC and holds a B.A. in Biology from Harvard University and a joint M.D./M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Member (investment professional) | Not disclosed | Investor and director roles across life sciences portfolio |
| Morgan Stanley (Healthcare Investment Banking) | Corporate Finance Analyst | Prior to OrbiMed | Transaction experience; capital markets exposure |
| UBS (Healthcare Investment Banking) | Corporate Finance Analyst | Prior to OrbiMed | Transaction experience; capital markets exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acutus Medical, Inc. | Director | Current | Not disclosed |
| Ikena Oncology, Inc. | Director | Current | Not disclosed |
| Repare Therapeutics Inc. | Director | Current | Not disclosed |
| Third Harmonic Bio, Inc. | Director | Current | Not disclosed |
| IMARA Inc. | Director | Former | Not disclosed |
| Tricida, Inc. | Director | Former | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: The Board determined Dr. Bonita is “independent” under SEC and Nasdaq rules; audit and compensation committees meet independence requirements .
- Attendance: In 2024, the Board met 5 times, Audit Committee 4, Compensation Committee 4, and Nominating Committee 1; no director attended fewer than 75% of aggregate Board and committee meetings .
- Audit Committee remit includes related‑person transaction review, legal/regulatory compliance, internal controls, and auditor oversight .
- Annual meeting attendance policy: no formal policy; one Board member attended 2024 annual meeting .
2024 Election Results (signal of director support)
| Nominee | Shares For | Shares Withheld | Broker Non-Votes |
|---|---|---|---|
| David P. Bonita, M.D. | 31,007,172 | 1,920,914 | 2,138,095 |
Fixed Compensation
Non‑Employee Director Cash Compensation Policy (as of 2024)
| Type of Fee | Role | Amount |
|---|---|---|
| Board Retainer | Board Member | $35,000 |
| Additional Retainer | Chair | $30,000 |
| Committee Retainer | Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 | |
| Compensation Committee Chair | $10,000 | |
| Compensation Committee Member | $5,000 | |
| Nominating & Governance Chair | $8,000 | |
| Nominating & Governance Member | $4,000 |
Director Compensation Earned in 2024
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| David P. Bonita, M.D. | 55,659 | 65,319 | 120,978 |
- Compensation was paid directly to Dr. Bonita’s employer (OrbiMed) under the Non‑Employee Director Compensation Policy .
Performance Compensation
Annual Equity Grant and Vesting
| Metric | FY 2024 Details |
|---|---|
| Annual option grant size | 23,500 shares (granted on annual meeting date) |
| Vesting schedule | Vests at earlier of next annual meeting or 1‑year anniversary; service required; accelerates upon change in control |
| Grant valuation | Option Awards fair value: $65,319 for 2024 (ASC 718 basis) |
| Outstanding director options (Bonita) | 151,332 shares as of Dec 31, 2024 |
| Exercisable within 60 days (as of Mar 31, 2025) | 127,832 shares |
Compensation Committee oversight and consultant independence
- Committee composition: Julian C. Baker, David P. Bonita (Chair), Mardi C. Dier; meets Nasdaq/SEC independence requirements .
- Consultant: Compensia engaged for peer data, program review; worked directly with the Committee; Committee determined no conflicts of interest in 2024 .
Other Directorships & Interlocks
- Major shareholder interlock: OrbiMed Entities beneficially own 25.0% of voting common and 44.2% of non‑voting common; Dr. Bonita is a member of OrbiMed Advisors. OrbiMed Advisors and Bonita disclaim beneficial ownership except to any pecuniary interest; OrbiMed exercises voting/dispositive power via a management committee .
- Additional major holder on Board: Julian C. Baker (Baker Bros) is a director; Baker Funds beneficially own 23.4% voting and 55.8% non‑voting; Baker disclaims beneficial ownership except to indirect pecuniary interest .
Expertise & Qualifications
- Education: B.A. Biology (Harvard); M.D./M.B.A. (Columbia) .
- Domain expertise: Healthcare investing; public and private life sciences boards; prior healthcare investment banking (Morgan Stanley, UBS) .
- Board-relevant skills: Compensation oversight; audit committee experience; capital markets fluency .
Equity Ownership
Beneficial Ownership as of March 31, 2025
| Holder | Voting Common Stock (Shares) | Non‑Voting Common Stock (Shares) | % Voting Common | % Non‑Voting Common |
|---|---|---|---|---|
| David P. Bonita, M.D. | 11,037,088 | 5,680,186 | 25.2% | 44.2% |
Breakdown and Notes
| Detail | Amount |
|---|---|
| Options exercisable within 60 days (included in voting calculation) | 127,832 shares |
| Director option holdings (total) | 151,332 shares as of Dec 31, 2024 |
| Disclaimers | Bonita, OrbiMed GP VI, and OrbiMed Advisors disclaim beneficial ownership of OrbiMed‑held shares except to pecuniary interest |
Shares pledged/hedged: No pledging or hedging disclosures found specific to Dr. Bonita; company policy discussion present, but no related‑person transactions involving Dr. Bonita disclosed beyond ownership footnotes .
Governance Assessment
- Committee leadership and independence: Serving as Chair of Compensation and member of Audit while deemed “independent” is supportive of governance structure; attendance thresholds met in 2024, indicating engagement .
- Investor support signal: Strong 2024 election outcome (31.0M “For”, 1.9M “Withheld”) suggests broad shareholder confidence in Bonita’s directorship .
- Ownership alignment vs. conflicts:
- Alignment: Significant exposure to PRLD via OrbiMed’s large stake; director holds options, creating additional alignment with equity outcomes .
- Potential conflicts (flag): OrbiMed is a 25% voting/44% non‑voting beneficial owner and Bonita is affiliated with OrbiMed while serving on the Audit Committee that reviews related‑person transactions; independence affirmed by the Board, but investors should monitor transaction reviews and committee decisions for impartiality. Compensation paid directly to OrbiMed may reinforce affiliation optics though common for investment firm nominees .
- Director pay structure: Cash retainers are modest; equity compensation for directors consists of time‑based options (no performance conditions), vesting at next annual meeting or one year, with change‑in‑control acceleration—standard for small‑cap biotech, but limited pay‑for‑performance features at the director level .
- Additional governance controls: Written related‑party transaction policy with Audit Committee review; Compensation Committee uses an independent consultant (Compensia) with no identified conflicts in 2024 .
RED FLAGS to monitor:
- Major‑holder affiliation on Audit Committee overseeing related‑party reviews (perception risk) .
- Director equity awards lack performance metrics (typical for directors but limits incentive linkage to TSR/operational KPIs) .
- Concentrated ownership by OrbiMed and Baker Bros may reduce float and amplify governance influence; ensure robust independent director counterbalance .