David Bonita
About David Bonita
David P. Bonita, M.D., age 49, has served as an independent director of Third Harmonic Bio since July 2020 and is a member of OrbiMed Advisors LLC, where he has served in roles of increasing responsibility since 2004 . He holds an A.B. in Biological Sciences from Harvard University and a joint M.D./M.B.A. from Columbia University . The Board determined all directors other than the CEO are independent under Nasdaq rules; Dr. Bonita was re-elected as a Class III director on June 5, 2025 with 34,965,535 “For” votes, indicating strong shareholder support .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Member; various roles of increasing responsibility | Since June 2004 | Investor and director across multiple biopharma companies |
| Morgan Stanley | Corporate finance analyst, healthcare investment banking | Not disclosed | Transaction and financing experience |
| UBS | Corporate finance analyst, healthcare investment banking | Not disclosed | Transaction and financing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acutus Medical, Inc. | Director | Current | Not disclosed |
| Ikena Oncology, Inc. | Director | Current | Not disclosed |
| Prelude Therapeutics, Inc. | Director | Current | Not disclosed |
| Repare Therapeutics Inc. | Director | Current | Not disclosed |
| IMARA Inc. | Prior Director | Prior service (dates not disclosed) | Not disclosed |
| Tricida, Inc. | Prior Director | Prior service (dates not disclosed) | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee member; the Compensation Committee is composed of Bonita, Michael Gladstone, and Mark Iwicki (Chair) .
- Independence: Board determined all directors except the CEO are independent under SEC/Nasdaq rules .
- Attendance: In 2024, none of the incumbent directors attended fewer than 75% of Board and committee meetings; Board held 4 meetings, Compensation Committee held 5 .
- 2025 re-election: Bonita received 34,965,535 votes “For,” 2,799,275 “Withheld,” with broker non-votes of 5,607,546 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Paid quarterly in arrears |
| Compensation Committee Membership Fee | $5,000 | Member fee (Bonita is a member) |
| 2024 Cash Fees Earned | $45,000 | As reported for Bonita in 2024 |
| Chair Fees | N/A for Bonita | Compensation Committee chair receives $10,000; Bonita is not chair |
Performance Compensation
| Equity Component | Grant/Status | Terms | 2024 Value |
|---|---|---|---|
| Annual Option Grant (standard policy) | 20,000 options at each annual meeting | Vests in full at earlier of 1 year or next annual meeting; subject to continued service | Not individually disclosed for Bonita in 2024 |
| Initial Option Grant (standard policy for new directors) | 40,000 options | Vests 1/36 monthly over 3 years; service-based vesting | Not applicable to Bonita in 2024 (he joined in 2020) |
| 2024 Option Awards (fair value) | Aggregated value | Aggregate grant date fair value reported | $200,144 |
| Options Outstanding (as of 12/31/2024) | Count | Service-based vesting; outstanding awards accelerate upon Corporate Transaction (includes Dissolution) | 49,917 |
- No RSUs/PSUs or performance-based equity for directors are disclosed; director option vesting is time-based with acceleration upon a Corporate Transaction (including Dissolution) .
Other Directorships & Interlocks
| Entity | Relationship to THRD | Ownership/Control | Notes |
|---|---|---|---|
| OrbiMed Private Investments VII, LP | 5%+ shareholder | 5,808,988 shares, 12.9% as of 3/31/2025 | Managed by OrbiMed Advisors LLC; David Bonita is a member of OrbiMed Advisors; OrbiMed and Bonita disclaim beneficial ownership except to pecuniary interest |
| Atlas Venture Funds | 5%+ shareholder | 10,432,203 shares, 23.1% as of 3/31/2025 | Atlas Venture partner Michael Gladstone is a THRD director; Atlas Venture’s structure detailed in filing |
- Related-party policy: Any transaction ≥$120,000 with directors/5% holders requires Audit Committee approval; evaluated for arm’s-length terms and extent of related person’s interest .
Expertise & Qualifications
- Capital markets and healthcare investing expertise from OrbiMed, with transaction experience at Morgan Stanley and UBS .
- Advanced scientific and business training (M.D./M.B.A.) and biological sciences background .
- Multi-company board experience across clinical-stage biopharma, relevant to compensation oversight and strategic evaluation .
Equity Ownership
| Holder | Common Shares Owned (as of 3/31/2025) | Percent | Options/Derivatives |
|---|---|---|---|
| David P. Bonita, M.D. | — (less than 1%) | * (<1%) | 49,917 stock options outstanding as of 12/31/2024 |
| Anti-hedging policy | Prohibits hedging/monetization (e.g., collars, forward sale contracts) and exchange fund contributions | — | — |
Note: The company’s Insider Trading Policy prohibits hedging; pledging is not specifically referenced in the excerpt provided .
Governance Assessment
- Board effectiveness: Bonita contributes capital allocation and sector expertise on the Compensation Committee, which engages independent consultants (Compensia and later Alpine Rewards) and operates without management conflicts; consultants’ independence assessed with no conflicts found .
- Independence and attendance: Board determined him independent; 2024 attendance met ≥75% threshold; re-elected with strong support in 2025 .
- Compensation and alignment: Director pay is modest cash ($45,000 in 2024) plus time-based options ($200,144 fair value; 49,917 outstanding), with option acceleration upon Corporate Transaction (including Dissolution), aligning incentives to corporate outcomes but not to specific performance metrics .
- Potential conflicts/RED FLAGS:
- Affiliation with a 12.9% shareholder (OrbiMed) while serving on the Compensation Committee may raise perceived conflict concerns for minority investors, even though the Board affirms independence under Nasdaq rules and OrbiMed/Bonita disclaim beneficial ownership of fund-held shares beyond pecuniary interest .
- Limited direct common stock ownership by Bonita (less than 1%) could weaken “skin-in-the-game” perception versus option-based exposure; however, option holdings and OrbiMed’s material stake provide indirect alignment with shareholder value .
- Controls and policies: Robust related-party transaction review via Audit Committee ; company maintains an executive Compensation Recovery Policy (clawback) under Rule 10D-1, strengthening governance norms, though primarily applicable to executives .
- Shareholder context: As an emerging growth/smaller reporting company, THRD is not required to hold say-on-pay votes, limiting direct investor feedback on compensation design .
Overall, Bonita’s investment and board experience is accretive to compensation oversight and strategic decisions; the OrbiMed affiliation warrants continuous monitoring of Compensation Committee decisions for perceived conflicts, and his low direct share ownership suggests option-based alignment rather than substantial common stock exposure .