John Hamill
About John Hamill
John P. Hamill, 61, serves as Senior Vice President, Chief Financial Officer and Secretary of Aprea Therapeutics, Inc. (APRE). He joined Aprea on January 30, 2023, and is a CPA with a B.S. in Accounting/Business and Computer Science from DeSales University . In 2024, APRE paid no executive cash bonuses to maximize cash runway despite pre-established goals, and company pay-versus-performance shows TSR falling from $71.00 (value of $100) in 2023 to $49.70 in 2024, with net losses of $(14.3)mm and $(13.0)mm, respectively . Anti-hedging and pledging are prohibited, aligning insider behavior with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Windtree Therapeutics, Inc. | SVP & CFO | Jun 2020–Jan 2023 | CFO for acute-care therapeutics developer |
| Consulting practice | Financial/CFO services | Sep 2019–Jun 2020 | Provided CFO services incl. capital raising and budgeting |
| Trevena, Inc. | VP Finance & CFO | Aug 2018–Aug 2019 | CFO for CNS-focused biopharma |
| Consulting practice | CFO services | Jun 2017–Jul 2018 | Interim CFO support (capital raising, budgeting) |
| NephroGenex, Inc. | CFO; then CEO & CFO | CFO Jan 2014–Mar 2016; CEO & CFO Apr 2016–May 2017 | Executive leadership through financing and corporate transitions |
External Roles
No public company directorships or external board roles were disclosed for Mr. Hamill in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 387,917 | 437,100 |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Cash Bonus Paid ($) | 189,340 (non-equity incentive) | 0 (Board determined no 2024 bonuses to maximize cash runway) |
| All Other Compensation ($) | — | 7,180 |
Performance Compensation
- Annual cash bonus framework (2024): Corporate goals included regulatory/clinical milestones, preclinical activities, research goals, and corporate/IR objectives; target bonus 40% of base salary; actual payout: $0 .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate & individual goals (regulatory/clinical, preclinical, research, IR) | Not disclosed | 40% of base salary | Company elected not to pay for 2024 | $0 | Paid annually if awarded |
Equity awards and vesting mechanics
- Options: 10-year term; 25% vests at first anniversary, remaining 75% vests monthly over 36 months (service-based) .
- RSUs: Vest one-third on each of the first, second, and third anniversaries of grant (service-based) .
- Change-in-control acceleration: Mr. Hamill’s unvested equity fully accelerates if terminated without cause/for good reason within 12 months of a change in control (see Employment Terms) .
Equity awards outstanding as of 12/31/2024:
| Grant Date | Award Type | Exercisable | Unexercisable | Strike ($) | Expiration | RSUs Unvested (#) | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| 1/30/2023 | Option | 12,931 | 14,056 | 9.92 | 1/29/2033 | 8,996 | 29,596.84 (at $3.29) |
| 3/28/2024 | Option | — | 13,460 | 6.69 | 3/27/2034 | 3,365 | 11,070.85 (at $3.29) |
Notes:
- Options vest 25% at first anniversary then monthly; RSUs vest in three equal annual tranches .
- Options accelerate on qualifying terminations within 12 months post-COC; RSUs fully accelerate on CoC or death/disability, with limited pro-rata vesting if terminated without cause before first anniversary for the first tranche .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 33,304 shares (includes 12,626 common shares; 19,667 options exercisable within 60 days; Tranche A/B warrants 505 each) |
| Ownership as % of SO | <1% of 5,525,172 shares outstanding as of 4/10/2025 |
| Vested vs. Unvested (12/31/24) | Options exercisable: 12,931; unexercisable: 27,516; RSUs unvested: 12,361 |
| Pledging/Hedging | Prohibited by policy (no pledging, no hedging, no short sales) |
| Ownership Guidelines | Not disclosed in proxy |
Observation: As of 12/31/2024, APRE’s share price used for RSU valuation was $3.29, leaving Mr. Hamill’s 2023 and 2024 option tranches (strikes $9.92 and $6.69) out-of-the-money, limiting near-term exercise-driven selling pressure .
Employment Terms
| Term | Summary |
|---|---|
| Agreement Effective | Jan 30, 2023; amended Mar 25, 2025 |
| Base Salary | $436,800 effective Jan 1, 2024 |
| Target Bonus | 40% of base salary |
| Severance (No COC) | If terminated without cause/for good reason: 12 months base salary; prorated target bonus for year of termination; up to 12 months COBRA premium payments (subject to release) |
| Severance (COC within 12 months) | 18 months base salary; up to 18 months COBRA premium payments; immediate vesting of all unvested equity (subject to release) |
| Equity Acceleration | Full acceleration of unvested equity on qualifying COC termination; option and RSU award terms include additional COC/death/disability/pro-rata provisions as noted above |
| Non-Compete/Non-Solicit | 12 months post-termination |
| 280G Treatment | “Better-of” (cutback to avoid excise tax if greater after-tax outcome) |
Investment Implications
- Pay-for-performance and cash conservation: Zero 2024 cash bonus despite established goals indicates discipline to preserve runway; combined with TSR decline to $49.70 (from $71.00) and narrowed net loss, compensation outcomes are conservative and cash-light for 2024 .
- Retention risk vs. cost: Severance of 12 months (or 18 months post-COC) plus COBRA and full equity acceleration post-COC provide meaningful retention and transition protection, but also create potential change-of-control costs; equity acceleration could meaningfully increase realized pay in a transaction scenario .
- Insider selling pressure: With options out-of-the-money at year-end 2024 (strikes $9.92 and $6.69 vs. $3.29 close), forced selling pressure from option exercises is limited near term; RSU vesting on 1/30 and 3/28 anniversaries can create periodic liquidity events, but policy prohibits hedging/pledging .
- Alignment: Beneficial ownership is <1%, but anti-hedging/pledging, service-based vesting, and COC protections align incentives to company outcomes; no related-party transactions were disclosed for executives in 2024 .