David Lennon
About David Lennon
David Lennon, Ph.D., age 54, is President & Chief Executive Officer of Whitehawk Therapeutics and has served on the board since October 2023. He previously led Satellite Bio as CEO and was President, Novartis Gene Therapies, where he oversaw approval and launches of Zolgensma across 40+ countries and expanded Novartis’s gene therapy footprint to five sites and 2,000+ associates; earlier roles included Oncology GM Japan, Solid Tumor Franchise Head USA, and CMO China; he began his career at McKinsey in R&D productivity and BD&L/M&A advisory. Dr. Lennon holds a Ph.D. in Molecular Medicine from Weill Cornell and a BA in Biophysics from Columbia College . Company pay-versus-performance disclosures show cumulative TSR values and net income trends during recent years; see table below .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | 53.13 | 8.36 | 13.06 |
| Net Income ($USD Thousands) | (60,513) | (65,765) | (63,691) |
| Compensation Actually Paid to David Lennon ($USD) | — | 1,091,523 | 1,611,751 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Satellite Bio | Chief Executive Officer | 2021–2023 | Led company; prior to WHWK appointment |
| Novartis Gene Therapies | President | Pre-2021 | Led Zolgensma approval and launches in 40+ countries; expanded R&D/manufacturing to 5 sites; pipeline to 15+ programs; blockbuster sales |
| Novartis | GM Oncology Japan; Solid Tumor Franchise Head USA; CMO China; Global Head New Products & Portfolio Strategy | Various | Senior leadership across oncology, neuroscience, transplant, rare disease across U.S., Europe, Japan, China |
| McKinsey & Company | Associate Principal | Early career | R&D productivity; BD&L and M&A advisory |
External Roles
No other current public-company directorships are noted in Lennon’s proxy biography; the proxy nominates Lennon to continue as a Class II director through 2028 alongside two independent nominees .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($USD) | 160,000 | 654,400 |
| Target Bonus (%) | 60% of base (per employment agreement) | 60% of base (per employment agreement) |
| Cash Sign-on / Retention ($USD) | 100,000 sign-on | —; 390,000 retention bonus earned and paid March 2025 |
| Non-Equity Incentive ($USD) | 17,753 (2023 corporate performance) | 0 (no bonus awarded for 2024) |
| All Other Compensation ($USD) | — | — |
Notes:
- Employment Agreement current base salary set at $659,200 and bonus opportunity up to 60% of base; reimbursement for temporary housing/travel through Dec 31, 2024, tax-neutral gross-up .
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Up to 60% of base | 2024: $0; 2023: $17,753 | N/A |
| RSUs (3/1/2024, 65,000 units) | Time-based | N/A | Grant-date fair value $124,800 | 25% on each anniversary of grant date |
| RSUs (10/2/2023, 32,558 units) | Time-based | N/A | Grant-date fair value $139,999 ; fully vested 10/2/2024 | 100% vested 10/2/2024 |
| Options (3/1/2024, 30,768 fully vested) | N/A | Strike $1.92 | Grant-date fair value included in $232,868 option awards (2024 total) ; fully vested at grant as 2023 bonus plan settlement | 100% at grant |
| Options (3/1/2024, 130,000 unexercisable) | N/A | Strike $1.92 | Part of 2024 option awards fair value $232,868 | 25% at first anniversary then monthly to 4 years |
| Options (10/2/2023, 142,916 exercisable; 347,084 unexercisable) | N/A | Strike $4.30 | Part of 2023 option awards fair value $1,717,935 | 25% at first anniversary then monthly to 4 years |
Equity Ownership & Alignment
- Beneficial ownership as of April 17, 2025: 308,988 shares, indicated as <1% of outstanding; comprises 33,429 shares held directly and 275,559 options exercisable within 60 days . Shares outstanding: 46,784,618 .
- Hedging and pledging prohibited for directors and officers; margin accounts also prohibited .
- Stock ownership guidelines (executive or director): not disclosed in the proxy materials reviewed.
| Ownership Breakdown (as of 4/17/2025) | Shares/Units | Notes |
|---|---|---|
| Common shares held directly | 33,429 | — |
| Options exercisable within 60 days | 275,559 | Portion of 10/2/2023 and 3/1/2024 grants |
| Total beneficial ownership | 308,988 | <1% of outstanding |
Outstanding equity awards at 12/31/2024:
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | RSUs Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 3/1/2024 | Options (bonus plan) | 30,768 | — | 1.92 | 3/1/2034 | — | — |
| 3/1/2024 | Options | — | 130,000 | 1.92 | 3/1/2034 | — | — |
| 3/1/2024 | RSUs | — | — | — | — | 65,000 | 205,075 (at $3.155) |
| 10/2/2023 | Options | 142,916 | 347,084 | 4.30 | 10/2/2033 | — | — |
| 10/2/2023 | RSUs | — | — | — | — | 32,558 | 102,720 (vested 10/2/2024) |
Vesting terms:
- Standard options: 25% at first anniversary, then monthly vesting over 36 months to complete at 4 years, subject to continued service .
- RSUs: 25% annually on grant-date anniversaries, subject to continued service; October 2, 2023 RSUs fully vested on October 2, 2024 .
Employment Terms
- At-will employment under Executive Employment Agreement dated September 29, 2023; current base salary $659,200; annual bonus up to 60% of base; temporary housing and travel reimbursement through Dec 31, 2024 with tax-neutral gross-up .
- Severance (non-COC): 18 months base salary continuation + up to 18 months COBRA premium reimbursement; contingent on separation agreement/release effective within 60 days .
- Change-of-control (COC): If terminated without cause or for good reason within 12 months post-COC or 3 months pre-COC, lump sum equal to 150% of base salary (not less than level immediately prior to COC) plus 150% of target bonus; up to 18 months COBRA reimbursement; full acceleration of all unvested equity awards; release required .
- Retention bonus: $390,000 earned March 31, 2025 and paid March 2025; similar retention payments to CFO and CTO .
- Hedging/pledging: Prohibited; also prohibits short sales, public options trading in company stock, and margin accounts .
- 401(k) plan with company matching up to 4% of eligible earnings; contributions discretionary .
- Indemnification agreement and D&O insurance maintained .
Board Governance
- Board service: Lennon is a Class II director nominee for term ending at the 2028 annual meeting; he has served as director since 2023 .
- Independence: Lennon is not independent due to serving as current executive officer; board maintains a majority of independent directors .
- Leadership structure: Chairman role separated from CEO; current Chairman is Caley Castelein, M.D. .
- Committees: Audit (Reeve chair; Reeve, Castelein, Maroun), Compensation (Maroun chair; Castelein, Dalal), Nominating & Corporate Governance (Dalal chair; Aghazadeh; Hehenberger until 2025 meeting); Lennon does not serve on committees .
- Attendance and oversight: Board held 13 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; Board regularly holds executive sessions of independent directors .
- Director compensation: Employee directors receive no additional compensation for board service .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus was zero despite eligibility, indicating tighter discipline on cash incentives; equity grants are predominantly time-based RSUs and options, with 2023 RSUs fully vesting in 2024; watch for equity-vesting-related trading windows, though hedging/pledging are prohibited .
- Retention and COC economics: A March 2025 retention payout ($390,000) was made; severance is robust (18 months base) and COC terms include 150% salary+target bonus plus full equity acceleration—supportive for retention but potentially value-dilutive under COC scenarios; monitor strategic processes and activist influence given significant 5%+ holders .
- Ownership alignment: Lennon’s beneficial stake is <1% with a sizable option component; absence of pledging and hedging mitigates misalignment risk; no disclosed stock ownership guideline details to assess compliance pace .
- Execution track record: Biographical evidence of large-scale gene therapy execution (Zolgensma) is strong, but recent company TSR and losses underscore execution risk in portfolio transition post-FYARRO divestiture; compensation actually paid increased in 2024 via equity value changes despite negative net income, warranting continued scrutiny of equity grant calibration versus value creation .