Jill Broadfoot
About Jill Broadfoot
Jill M. Broadfoot, age 63, has served as Chief Financial Officer of aTyr since July 2018; she holds a B.S. in business administration and accounting from San Diego State University and is a Certified Public Accountant . Her tenure has focused on building finance and governance rigor across clinical development and capital markets; 2024 corporate goals were achieved at 85% of target, driving her bonus payout, and company pay-versus-performance disclosure shows TSR value of a fixed $100 investment improving to $48.46 in 2024 (from $18.88 in 2023) alongside a net loss of $64.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerald Health Pharmaceuticals & Emerald Health Bioceuticals | Chief Financial Officer | 2017–2018 | Established U.S. operations, governance, finance/accounting, IT, and IR for pharma and bioceutical entities . |
| GW Pharmaceuticals (U.S.) | Vice President, U.S. Corporate Controller | 2016–2017 | Set up U.S. commercial ops, oversaw IT, implemented U.S. public company standards during U.K.-to-U.S. operational transfer . |
| Vical Inc. | Chief Financial Officer | 2004–2013 | Oversaw finance, IR, manufacturing, IT, HR, and business development . |
| DJO Global, Inc. | Various finance roles incl. VP Finance | Prior to 2004 | Finance leadership in medical devices . |
| Ernst & Young LLP | Audit Manager | Early career | Public audit experience, foundational for public-company finance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Talphera, Inc. | Director | Current | Biotech board experience; oversight on finance and governance . |
| Angiocrine Biosciences, Inc. | Director | Current | Biotech board experience; strategic guidance . |
| Otonomy, Inc. | Director | Prior | Biotech board service; industry network . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $414,395 | $428,899 (3.5% increase effective Jan 1, 2024) |
| Target Bonus (%) | — | 40% of base salary |
| All Other Compensation ($) | $14,327 | $10,998 |
Performance Compensation
Annual Cash Bonus (2024)
| Item | 2024 |
|---|---|
| Corporate Performance Attainment (%) | 85% |
| CFO Target Bonus (%) | 40% of base salary |
| Actual Bonus Paid ($) | $145,826 |
| Performance Goals (illustrative) | EFZO-FIT enrollment completion; efzofitimod manufacturing milestones; pipeline candidate advancement; robust pipeline data; high-impact publication; finish 2024 with certain cash/investments; goals were weighted (weights not disclosed) . |
Equity Awards
| Item | 2023 | 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($, ASC 718) | $133,084 | $160,440 |
| Annual Option Grant (# shares) | — | 150,000 options granted Jan 2024 |
| Exercise Price ($/share) | — | $1.50 (closing price on grant date) |
| Vesting | — | Monthly over 4 years (1/48th per month) |
Performance Metrics Detail (2024)
| Metric | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| EFZO-FIT enrollment | Not disclosed | Complete enrollment | Completed | Contributed to 85% attainment | Cash bonus paid per plan . |
| Efzofitimod manufacturing milestones | Not disclosed | Complete key milestones | Achieved | Contributed to 85% attainment | Cash bonus paid per plan . |
| Pipeline candidate advancement | Not disclosed | Advance new candidate to trial initiation | Advanced | Contributed to 85% attainment | Cash bonus paid per plan . |
| Robust pipeline data & synthetase targets | Not disclosed | Generate supportive data; identify additional target | Achieved | Contributed to 85% attainment | Cash bonus paid per plan . |
| High-impact journal publication | Not disclosed | Communicate aTyr science via publication | Achieved | Contributed to 85% attainment | Cash bonus paid per plan . |
| Year-end cash/investments level | Not disclosed | Finish 2024 with certain cash/investments | Considered | Contributed to 85% attainment | Cash bonus paid per plan . |
Equity Ownership & Alignment
| Item (as of March 1, 2025) | Value |
|---|---|
| Shares Owned (Direct) | 31,763 |
| Shares Acquirable Within 60 Days (Options/RSUs/Warrants) | 347,355 |
| Total Beneficial Ownership (Shares) | 379,118 (less than 1%) |
| Shares Outstanding (Company) | 88,858,612 |
| Cumulative Awards Under 2015 Stock Plan (Granted, not necessarily outstanding) | 792,085 |
Outstanding options (examples from latest table):
- 14,285 options, vesting commencement 7/30/2018, $11.41 strike, expiring 7/30/2028 .
- 3,571 options, vesting commencement 2/6/2019, $7.24 strike, expiring 2/6/2029 .
Policies affecting alignment:
- Hedging: Directors/officers/designated individuals may not enter hedging/derivative transactions unless pre-approved; trades must be pre-cleared by the compliance officer .
- Restricted stock awards: Non-transferable and may not be pledged prior to vesting; vesting based on service/performance goals; forfeiture on termination for unvested shares .
Employment Terms
| Term | Details (CFO - Jill Broadfoot) |
|---|---|
| Employment start/title | At-will offer letter dated July 16, 2018; CFO since July 2018 . |
| Base salary (2024) | $428,899 . |
| Target bonus | Up to 40% of base salary, determined by Compensation Committee based on corporate and individual goals . |
| Severance (no change-in-control) | 12 months base salary; acceleration of time-based vesting for equity that would vest within 12 months; up to 12 months employer COBRA contributions; subject to release . |
| Severance (with Sale Event/change-in-control, double trigger) | If termination occurs within two months prior to or one year after closing: full acceleration of time-based equity; lump sum 12 months base salary; payment/reimbursement of target bonus for year of termination; up to 12 months employer COBRA contributions; subject to release . |
| CIC definitions | “Sale Event” includes asset sale, merger, stock sale, or transactions leaving stockholders with ≤50% voting power of successor entity . |
| Good Reason / Cause | Good Reason includes material reduction in responsibilities/compensation or relocation >50 miles; Cause includes dishonesty, certain crimes, failure to perform, gross negligence/misconduct, or material breach of key covenants . |
| Excise tax gross-ups | Company states no excise tax gross-ups . |
| Equity acceleration footnotes | Many options vest monthly (1/48th or 1/36th) and are subject to full acceleration upon qualifying CIC termination . |
Pay Versus Performance (Context)
| Year | TSR Value of $100 Investment | Company Net Income (Loss) ($ thousands) |
|---|---|---|
| 2022 | $29.32 | $(45,338) |
| 2023 | $18.88 | $(50,389) |
| 2024 | $48.46 | $(64,023) |
Investment Implications
- Pay-for-performance alignment: CFO’s bonus is formulaic off corporate performance goals with a 40% target, paid at 85% for 2024, indicating linkage to clinical and operational milestones; equity is predominantly options with a four-year monthly vest and market-based value realization, supporting long-term alignment .
- Retention risk vs acceleration: Standard severance (12 months salary) and double-trigger CIC terms (full acceleration; 12 months salary; target bonus) provide retention during strategic transactions while creating potential option overhang in a sale event; no excise tax gross-ups reduces shareholder-unfriendly optics .
- Insider selling pressure: Beneficial ownership shows 347,355 shares acquirable within 60 days, and options vest monthly, which can lead to periodic sell-to-cover dynamics; hedging is restricted without approval, mitigating hedging-related misalignment, while pledging of restricted shares is barred prior to vesting .
- Equity ownership “skin in the game”: Total beneficial ownership of 379,118 shares (<1%) and cumulative grants under the 2015 plan of 792,085 demonstrate substantial equity exposure, though dilution in a small-cap biotech can temper absolute ownership percentages .
- Litigation/volatility backdrop: Multiple class action notices post-September 2025 EFZO-FIT primary endpoint miss elevate headline risk, potentially impacting trading windows, option valuation, and future compensation outcomes; CFO signed recent 8-K exhibits as officer of the company, underscoring governance accountability .