David Bonita

About David Bonita

David Bonita, M.D. (age 49) is an independent director of Repare Therapeutics (RPTX), serving since September 2019; he resides in Connecticut (USA) and is a Member at OrbiMed Advisors LLC. He holds a B.A. in Biology from Harvard University and an M.D./M.B.A. from Columbia University . He is up for re‑election as a Class II director at the June 17, 2025 annual meeting, with the term extending to 2028 if elected .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Dr. Bonita is “independent” under Nasdaq listing standards .
• Board/Committee roles: Member, Compensation Committee; Member, Science & Technology Committee; not a committee chair .
• Meetings/attendance: The Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings. Notably, “Dr. Bonita has attended every meeting of the board, compensation committee and science & technology committee over the past three years,” signaling strong engagement .
• Leadership structure: Independent Board Chair (Thomas Civik); independent committee-only composition; seven executive sessions of non‑management directors in 2024 .
• Overboarding consideration: He serves on four other public company boards in addition to RPTX; the Board states he is actively engaged and within its guideline cap (≤5 boards). Attendance and preparation cited as strong .

Fixed Compensation (Non‑Employee Director)

Performance Compensation (Non‑Employee Director)

Notes:

• Director equity is time‑based; no performance metrics apply to director awards .
• Options are granted at fair market value and vest subject to continued service; acceleration occurs upon change in control for outstanding director awards immediately prior to closing .

Other Directorships & Interlocks

• OrbiMed affiliation: OrbiMed‑affiliated funds are significant RPTX shareholders (7.7%); Dr. Bonita is a member of OrbiMed Advisors and OrbiMed Capital. His beneficial ownership line (8.0%) aggregates OrbiMed positions and his exercisable options (see Equity Ownership) .
• Director commitments: Four other public boards in addition to RPTX; Board asserts he meets internal policy and is fully engaged (see Governance) .

Expertise & Qualifications

• Healthcare investment and capital markets expertise (OrbiMed, prior investment banking at Morgan Stanley and UBS) .
• Advanced education: Harvard (BA Biology), Columbia (MD/MBA) .
• Board believes his extensive investment and board experience qualifies him for service .

Equity Ownership

Alignment and Policies:

• Anti‑hedging and anti‑pledging: Company policy prohibits hedging, short selling, trading in derivatives, margin purchases, and pledging of company shares by directors .
• Stock ownership guidelines for directors: Not disclosed in the proxy.

Governance Assessment

Key findings

• Strengths:

  • Independent director, with explicit Board independence determination despite significant shareholder affiliation through OrbiMed .
  • High engagement and attendance; explicitly “attended every meeting” across Board, Compensation, and Science & Technology committees for three years .
  • Balanced director pay structure; majority at‑risk via equity options with standard vesting; overall 2024 total compensation of $119,060 (cash $46,708; equity grant FV $72,352) .
  • Independent Board chair and fully independent committees with regular executive sessions; 7 Board meetings in 2024 .

• Potential conflicts/watch items:

  • OrbiMed affiliation and OrbiMed‑managed funds’ 7.7% ownership could present perceived conflicts in capital allocation, BD/M&A, or investor‑related decisions; the proxy discloses related‑party review policy and Board independence decision. Management states none of these relationships impair independence .
  • Director commitments: Serves on four other public company boards; the Board reviewed overboarding risk and attests to his full participation and compliance with its guidelines (≤5 boards) .

• Red flags observed:

  • None disclosed regarding related‑party transactions since January 1, 2023; section covers indemnification and the related‑person transaction policy with no specific transactions listed .
  • No hedging/pledging permitted under insider trading policy, reducing alignment risk .
  • No option repricing, tax gross‑ups for directors, or low say‑on‑pay signal; 2024 say‑on‑pay for NEOs garnered >99.9% approval (context for governance climate) .

Implications for investors

• Governance quality appears solid with strong engagement and independence controls; however, investors should monitor decisions where OrbiMed’s shareholder role could intersect with Board deliberations, ensuring continued robust recusals and audit committee oversight under the related‑party policy .
• Attendance and committee workload indicate high availability despite multiple board seats, but overboarding sentiment at some institutions warrants ongoing monitoring, especially if additional outside roles are added .

Board Governance (Detail)

Additional Board practices:

• Independent chair (Thomas Civik); separation of Chair and CEO roles enhances oversight .
• Executive sessions: non‑management directors met 7 times in 2024 .

Director Compensation (Detail)

Policies & Controls Relevant to Conflicts

• Related‑person transactions: Audit Committee oversight; formal policy specifying identification, review, and approval/ratification procedures, including recusal where appropriate .
• Code of Business Conduct and Ethics; Insider Trading Policy filed as exhibit to 2024 10‑K .
• Anti‑hedging/anti‑pledging: Comprehensive prohibitions applicable to directors .

Attendance & Engagement

• Board met 7 times in 2024; each director met the 75% attendance threshold .
• Specific to Dr. Bonita: “attended every meeting of the board, compensation committee and science & technology committee over the past three years,” indicating consistently high engagement .

Say‑on‑Pay & Shareholder Feedback (Context)

• Prior year say‑on‑pay (2024) approval exceeded 99.9%, signaling high investor support for compensation governance at RPTX .

Related‑Party Transactions

• No specific related‑person transactions disclosed for 2023–2024 beyond standard indemnification agreements; the policy framework is detailed, with Audit Committee oversight .

Committee Assignments, Chair Roles, Expertise

• Assignments: Compensation (member); Science & Technology (member). Not a chair .
• Expertise: Healthcare investing, capital markets, and biopharma board experience across multiple public companies .

Risk Indicators

• Legal/SEC investigations: None disclosed.
• Hedging/pledging: Prohibited by policy .
• Overboarding: Present but mitigated by Board’s guideline compliance and attendance record .

Overall, Dr. Bonita brings deep healthcare investing and board experience, strong attendance and engagement, and material ownership alignment via OrbiMed‑affiliated holdings; investors should monitor potential conflicts inherent in the OrbiMed affiliation and ongoing board load, though the company’s independence determinations and related‑party policy provide mitigating controls .