CEO David Lennon was paid $3,359,075 in fiscal year 2025, ↑ up 231.9% from fiscal year 2024 (SEC filing 0001193125-26-187149 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$3,359,075 ↑ David Lennon total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 79.2% Say-on-pay support, latest vote |
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WHWK's next annual pay disclosure, estimated April 28, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| David Lennon | $676,504 | $390,000 | $1,318,907 | $973,664 | $0 | $0 | $0 | $3,359,075 |
| President and Chief Executive Officer | ||||||||
| Scott Giacobello | 501,561 | 220,000 | 805,633 | 594,747 | 0 | 0 | 0 | 2,121,941 |
| Chief Financial Officer | ||||||||
| Bryan Ball | 477,455 | 210,000 | 623,104 | 459,997 | 0 | 0 | 0 | 1,770,556 |
| Chief Technical Operations Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| David Lennon | $3,359,075 | $1,012,068 | — | ↑ +2,347,007 |
| Scott Giacobello | 2,121,941 | 807,929 | — | ↑ +1,314,012 |
| Bryan Ball | 1,770,556 | 648,571 | — | ↑ +1,121,985 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses WHWK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named WHWK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Anupam Dalal, M.D | Independent Director | $112,968 |
| Baiteng Zhao, M.D | Independent Director | $97,968 |
| Behzad Aghazadeh, Ph.D | Independent Director | $102,468 |
| Caley Castelein, M.D | Independent Director | $137,968 |
| Emma Reeve | Independent Director | $117,968 |
| Karin Hehenberger, M.D., Ph.D | Director | $22,250 |
| Mohammad Hirmand, M.D | Independent Director | $97,968 |
| Neil Desai, Ph.D | Director | $97,968 |
| Richard Maroun | Independent Director | $117,968 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| David Lennon | Option | 73,125 | 1.92 | — |
| David Lennon | RSU | 65,000 | — | 157,300 |
| Scott Giacobello | Option | 3,867 | 17.24 | — |
| Bryan Ball | RSU | 366,532 | — | 887,007 |
| David Lennon | Option | 775,828 | 1.7 | — |
| Scott Giacobello | RSU | 27,000 | — | 65,340 |
| Bryan Ball | RSU | 20,000 | — | 48,400 |
| Bryan Ball | Option | 24,584 | 13.97 | — |
| Scott Giacobello | Option | 55,000 | 1.92 | — |
| Bryan Ball | Option | 366,532 | 1.7 | — |
| Bryan Ball | Option | 40,000 | 1.92 | — |
| David Lennon | RSU | 775,828 | — | 1,877,503 |
| Scott Giacobello | RSU | 473,902 | — | 1,146,842 |
| David Lennon | RSU | 32,558 | — | 78,790 |
| David Lennon | Option | 224,584 | 4.3 | — |
| Scott Giacobello | Option | 473,902 | 1.7 | — |
| Scott Giacobello | Option | 33,334 | 7.47 | — |
| Scott Giacobello | Option | 28,125 | 10.93 | — |
| Bryan Ball | Option | 15,625 | 10.93 | — |
The primary goal of our executive compensation program is to ensure that we hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. Our compensation philosophy is team-oriented and our success is dependent on what our management team can accomplish together.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Radford |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-11 | 22,896,061 | 6,013,600 | 3,623,688 | 79.2% | Passed |
| 2025 | 2025-06-11 | 18,855,748 | 4,692,033 | 14,168 | 80.07% | Passed |
| 2024 | 2024-06-11 | 8,971,541 | 2,599,458 | 282,454 | 77.53% | Passed |
| 2023 | 2023-06-14 | 9,738,074 | 275,337 | 17,153 | 97.25% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-11 | 79.2%a |
| 2025 | 2025-06-11 | 80.07%b |
| 2024 | 2024-06-11 | 77.53%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Caley Castelein, M.DIndependent · Audit · Compensation | $80,000 | $0 | $57,968 | — | $0 | $137,968 |
| Emma ReeveIndependent · Audit (Chair) | 60,000 | 0 | 57,968 | — | 0 | 117,968 |
| Richard MarounIndependent · Audit · Compensation (Chair) | 60,000 | 0 | 57,968 | — | 0 | 117,968 |
| Anupam Dalal, M.DIndependent · Compensation · Nominating and Corporate Governance (Chair) | 55,000 | 0 | 57,968 | — | 0 | 112,968 |
| Behzad Aghazadeh, Ph.DIndependent · Nominating and Corporate Governance | 44,500 | 0 | 57,968 | — | 0 | 102,468 |
| Mohammad Hirmand, M.DIndependent | 40,000 | 0 | 57,968 | — | 0 | 97,968 |
| Baiteng Zhao, M.DIndependent | 40,000 | 0 | 57,968 | — | 0 | 97,968 |
| Neil Desai, Ph.DNot independent | 40,000 | 0 | 57,968 | — | 0 | 97,968 |
| Karin Hehenberger, M.D., Ph.DNot independent | 22,250 | 0 | 0 | — | 0 | 22,250 |
| David Lennon, Ph.DEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $58,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 12,000 / 9,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $441,750 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $441,750 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Whitehawk Therapeutics | 2025 | David Lennon | $676,504 | $1,318,907 | $973,664 | $0 | $3,359,075 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, David Lennon | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Executive Compensation”. As printed: 3,359,075. Filing ↗machine: r2 · c29 · span 462559–462568 |
| 2 | Section 01, Scott Giacobello | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Executive Compensation”. As printed: 2,121,941. Filing ↗machine: r5 · c29 · span 493994–494003 |
| 3 | Section 01, Bryan Ball | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Executive Compensation”. As printed: 1,770,556. Filing ↗machine: r8 · c29 · span 525406–525415 |
| 4 | Section 08, Caley Castelein, M.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 137,968. Filing ↗machine: span 352962–353188 |
| 5 | Section 08, Emma Reeve | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 117,968. Filing ↗machine: span 368396–368622 |
| 6 | Section 08, Richard Maroun | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 117,968. Filing ↗machine: span 391572–391798 |
| 7 | Section 08, Anupam Dalal, M.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 112,968. Filing ↗machine: span 360683–360909 |
| 8 | Section 08, Behzad Aghazadeh, Ph.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 102,468. Filing ↗machine: span 376122–376348 |
| 9 | Section 08, Mohammad Hirmand, M.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 97,968. Filing ↗machine: span 399297–399522 |
| 10 | Section 08, Baiteng Zhao, M.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 97,968. Filing ↗machine: span 406371–406596 |
| 11 | Section 08, Neil Desai, Ph.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 97,968. Filing ↗machine: span 414091–414316 |
| 12 | Section 08, Karin Hehenberger, M.D., Ph.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 22,250. Filing ↗machine: span 378065–378290 |
| 13 | Section 08, David Lennon, Ph.D | DEF 14A | 2026-04-28 | 0001193125-26-187149 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-06-12 | 0001193125-26-269493 | Item 5.07 · say-on-pay result. As reported: 79.2% (votes for as printed: 22,896,061). Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-06-13 | 0001193125-25-140810 | Item 5.07 · say-on-pay result. As reported: 80.07% (votes for as printed: 18,855,748). Filing ↗ |
| 16 | Section 06, 2024 vote | Form 8-K | 2024-06-12 | 0001628280-24-027826 | Item 5.07 · say-on-pay result. As reported: 77.53% (votes for as printed: 8,971,541). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 441,750 + equity 0 + all other 0 = 441,750, summed across the director compensation table rows.machine: formula: Σ = 441,750 |
| 19 | Whitehawk Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-28 | 0001193125-26-187149 | CEO total compensation as printed in Whitehawk Therapeutics's own proxy. As printed: 3,359,075. Filing ↗machine: r2 · c29 · span 462559–462568 |