Donald Bergstrom
About Donald Bergstrom
Donald Bergstrom, M.D., Ph.D., is President, Research & Development at Relay Therapeutics and age 53 as of April 8, 2025. He has led Relay’s R&D since January 2022 (previously EVP, Head of R&D from April 2018 to January 2022), with prior senior roles at Mersana Therapeutics (Chief Medical Officer) and Sanofi Genzyme Oncology (Global Head of Translational Medicine). Education: B.A. in Biophysics (Johns Hopkins), M.D. and Ph.D. (University of Washington – Fred Hutch) . Company performance context: Relay achieved 100% of 2024 corporate goals across clinical advancement, research productivity, platform development, and operational effectiveness ; year-end 2024 stock price averaged $4.46 and reported net loss of $337.7 million (pay-versus-performance disclosure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relay Therapeutics | President, Research & Development | Jan 2022–present | Led RLY‑2608 through dose expansion, EOP2 FDA meeting, and toward first Phase 3; broadened PI3Kα franchise into vascular malformations; executed Elevar licensing of RLY‑4008 |
| Relay Therapeutics | EVP, Head of R&D | Apr 2018–Jan 2022 | R&D leadership; established and advanced pipeline and platform capabilities |
| Mersana Therapeutics | Chief Medical Officer | Jan 2014–Mar 2018 | Led clinical development and translational strategy |
| Sanofi Genzyme Oncology | Global Head of Translational Medicine | May 2010–Jan 2014 | Directed translational medicine; oncology portfolio support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cellectis S.A. | Director | Jun 2022–present | Governance oversight at gene-editing biotech |
| Fusion Pharmaceuticals, Inc. | Director | Apr 2021–Jun 2024 | Board oversight at radiopharmaceutical company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | $543,375 |
| Target Bonus % of Base | 40–45% disclosed program; specific 45% used in 2024 | 45% (from 2024 program continuity) | 45% |
| Actual Bonus Paid ($) | $200,000 | $236,250 | $244,519 |
| Cash Retention Bonus ($) | — | $600,000 (installment) | $600,000 (installment) |
Notes:
- 2025 base salary increases approved at 2.9% for non-CEO NEOs; amount not disclosed for Bergstrom .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Advance lead precision oncology programs | 50% | Complete dose-expansion, disclose interpretable data, demonstrate triplet combinability | Met: RP2D dose-expansion completed; interim data disclosed; triplet arms initiated; EOP2 meeting held | Company payout 100% of target |
| Maintain research productivity | 20% | Nominate development candidates; progress discovery programs | Met: nominations achieved; multiple programs progressed | Company payout 100% of target |
| Augment Dynamo platform | 10% | Optimize compound design via ML and platform tools | Met: ML and platform capabilities augmented | Company payout 100% of target |
| Drive operational effectiveness | 20% | Capital raise; cash runway; strategic optionality | Met: $218.2M raise; $781.3M cash & investments; Elevar licensing; operating efficiency | Company payout 100% of target |
- Bergstrom target bonus: 45% of base; paid 100% ($244,519) .
Equity Awards (2024)
| Award Type | Grant Date | Shares | Vesting | Performance Result |
|---|---|---|---|---|
| Time-based RSUs | Jan 16, 2024 | 300,000 | 50% at ~1 year; remaining 50% in four quarterly installments | Time-based; no performance test |
| Performance-based RSUs | Jan 16, 2024 | 180,000 (target) | Earned based on 2024 Performance Criteria; if earned, 50% vests next business day after determination; remaining in four quarterly installments | Earned at 98%: 176,400 shares |
Outstanding 2023 Market-Condition Awards
| Award | Condition | Status |
|---|---|---|
| Performance-based stock options and RSUs (2023 grants) | Stock price ≥ $35.00 for ≥15 consecutive trading days by Jan 17, 2026 | Condition not met as of proxy date |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 918,451 shares as of April 8, 2025 (<1% of outstanding) |
| Breakdown | 240,321 common shares; 609,509 options exercisable within 60 days; 68,621 RSUs vesting within 60 days |
| Ownership Guidelines | Not disclosed |
| Hedging/Pledging | Company policy prohibits hedging and pledging; margin accounts disallowed |
| In-the-money Options (as of 12/31/24 price $4.12) | 2018 grant at $4.12 roughly at parity; 2019–2023 option strikes ($5.04, $5.22, $20.38, $20.45, $34.25) out-of-the-money |
| RSU Sell-to-Cover | RSU holders required to sell shares to cover withholding upon vesting |
Bergstrom Option/RSU Inventory (selected)
| Grant Date | Instrument | Strike | Expiration | Status at 12/31/24 |
|---|---|---|---|---|
| 4/10/2018 | Stock Options | $4.12 | 4/9/2028 | 93,456 exercisable |
| 4/23/2019 | Stock Options | $5.04 | 4/22/2029 | 98,566 exercisable |
| 3/2/2020 | Stock Options | $5.22 | 3/1/2030 | 31,682 + 95,045 exercisable |
| 3/26/2021 | Stock Options | $34.25 | 3/25/2031 | 65,623 exercisable |
| 1/27/2022 | Stock Options | $20.38 | 1/26/2032 | 89,306 exercisable |
| 1/17/2023 | Stock Options | $20.45 | 1/16/2033 | 70,170 exercisable |
| 1/16/2024 | Time-based RSUs | — | — | 300,000 unvested RSUs (market value $1,236,000 at $4.12) |
| 1/16/2024 | Performance-based RSUs | — | — | 180,000 target; earned 176,400 at 98% in Q1’25 |
Employment Terms
| Provision | Term |
|---|---|
| Employment | At-will; subject to non-compete, non-solicit, confidentiality; non-compete generally 1 year post-termination (subject to termination type) |
| Severance (non-CIC) | 12 months base + target bonus (prorated for year), COBRA premiums up to 12 months |
| Change-in-Control (double-trigger) | Lump sum = 1.0× base + target bonus; COBRA premiums up to 12 months; accelerated vesting of all time-based equity awards |
| Estimated Payments at 12/31/24 (CIC) | Cash $787,894; Healthcare $24,561; Equity acceleration value $1,844,895; Total $2,657,350 |
| Clawback | SEC/Nasdaq-compliant clawback adopted Sept 29, 2023 (restatement-related recovery over prior 3 years) |
| Tax Gross-Ups | None provided |
| Anti-Hedging/Pledging | Prohibited per insider trading policy |
| Retention Agreement | $1,200,000 cash retention, payable $600,000 on May 31, 2023 and $600,000 on May 31, 2024; payable even if terminated without cause prior to payment dates |
Compensation Structure Analysis
- Mix and trends: Heavy equity usage with 2024 RSUs (time- and performance-based); 2025 annual equity reduced materially and limited to stock options in response to 2024 say-on-pay feedback (CEO −71% grant value; other NEOs −76% average) .
- Performance linkages: 2024 PBRSUs earned at 98% tied to corporate goals (subset of goals), while 2023 market-conditioned awards require $35 stock price for vesting—still unachieved, aligning realizable pay with shareholder outcomes .
- Discretionary/guaranteed pay: Retention bonuses were pre-agreed and paid; otherwise bonus payouts aligned to 100% corporate goal achievement; no off-cycle grants in 2024/2025 per shareholder feedback .
- Governance features: Double-trigger CIC equity acceleration for NEOs; clawback; no tax gross-ups; anti-hedging/pledging policy .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 59.9% support; led to 2025 equity grant reductions and additional disclosure enhancements; no off-cycle grants in 2024/2025 .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces alignment risk of collateral sales) .
- Repricing: No indication of option repricing; 2023 market-conditioned awards remain unvested due to stock price threshold .
- Related party transactions: None above $120,000 since Jan 1, 2024 aside from standard compensation and indemnification .
- Insider selling pressure: RSU sell-to-cover required; most options are out-of-the-money at $4.12 year-end 2024, limiting option-driven selling; time-based and PBRSU vesting schedules create periodic supply .
Performance & Track Record
- 2024 Corporate outcomes: Achieved 100% of corporate goals; advanced RLY‑2608 (dose expansion, EOP2, triplets), entered Elevar licensing for RLY‑4008, and expanded into vascular malformations and other genetic disease programs .
- Pay-versus-performance context: Company-selected measure is stock price; 2024 average stock price $4.46; net loss $(337.7) million; cumulative TSR since IPO reflected in pay-versus-performance table .
Equity Ownership & Beneficial Holders Context
| Holder | Shares | % Outstanding |
|---|---|---|
| Donald Bergstrom, M.D., Ph.D. | 918,451 (incl. exercisable options/near-term RSUs) | <1% |
Committee & Governance (context)
- Compensation Committee: Independent; chaired by Douglas S. Ingram; uses Aon as independent consultant; peer targeting around 50th percentile with adjustments .
- Anti-hedging/pledging policy and code of ethics in place; board structure separated Chair and CEO .
Investment Implications
- Alignment: Strong governance features (double-trigger CIC, clawback, no hedging/pledging) and 2023 market-conditioned awards tie realizable equity to stock recovery, suggesting good pay-for-performance alignment if pipeline delivers .
- Retention risk: Retention bonus completed; non-compete and severance economics reduce near-term attrition risk; predictable RSU vesting can create periodic sell-to-cover flows, but options largely OTM at 2024 year-end minimize option exercises .
- Trading signals: Watch PBRSU vesting cadence post Q1’25 performance determination (50% immediate vest plus quarterly installments) and any progression toward the $35 stock price trigger on 2023 awards; sustained stock recovery would materially increase Bergstrom’s equity realizable value .
- Governance pressure: 59.9% say-on-pay support in 2024 led to 2025 equity restraint; continued shareholder scrutiny may limit outsized grants, reinforcing discipline until share performance improves .