J. Jill Hopkins
About J. Jill Hopkins
J. Jill Hopkins, M.D., is Aura Biosciences’ Chief Medical Officer and President of Research & Development since October 16, 2023; age 60 as of March 31, 2025, with over 30 years across ophthalmology in academia, industry and innovation . Education: M.D. (McMaster), Ophthalmology residency (University of Toronto), fellowships in Retinal Disease (Moorfields) and Visual Electrophysiology (Toronto/Ottawa); board-certified by the American Board of Ophthalmology and Royal College of Surgeons Canada . Aura remains pre‑revenue; EBITDA loss widened to $94.9M in FY 2024 from $83.7M in FY 2023* (reflecting ongoing clinical investment) *.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | n/a* | n/a* |
| EBITDA ($USD) | -$83.7M* | -$94.9M* |
Values retrieved from S&P Global (GetFinancials).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis | SVP, Global Head Ophthalmology & Exploratory Development | 2021–2023 | Led global ophthalmic pipeline/portfolio across medicines, gene therapy, devices, digital; late-stage program leadership |
| Gyroscope Therapeutics (Novartis company) | Chief Executive Officer | 2021–2023 | Oversaw clinical-stage gene therapy portfolio for retinal diseases |
| Roche‑Genentech | Global Head Ophthalmology Personalized Health Care | 2018–2021 | Advanced personalized health care strategies in ophthalmology |
| University of Toronto; University of Southern California; Retina‑Vitreous Associates Medical Group | Clinical retinal research and academic practice | >20 years | Clinical care, research, education across major academic/clinical centers |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships or committee roles disclosed for Hopkins in Aura filings |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Sign‑on Bonus ($) |
|---|---|---|---|---|
| 2024 | 525,000 | 50% of salary | 236,250 (90% of target) | — |
| 2023 | 109,375 (partial year) | 50% of salary | 49,536 (prorated) | 200,000 |
Notes:
- 2024 bonus was solely tied to corporate goals achievement, which the Compensation Committee assessed at 90% .
- Sign‑on bonus subject to repayment: 100% if departure within 1 year; 50% if departure after 1 year but before 2 years .
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Corporate performance goals (composite) | 100% | 50% of base salary | 90% achieved; $236,250 for 2024 | Cash (earned for FY performance) |
| RSUs (Grant 11/1/2023) | Time-based | — | 135,000 units | Outstanding 101,250 unvested units at 12/31/2024; $832,275 market value at $8.22 | 25% vests on the 15th of the month following the first anniversary of 10/16/2023; then 25% on each of the next three anniversaries of that First Vesting Date |
| RSUs (Grant 2/1/2024) | Time-based | — | 28,515 units | $234,393 market value at $8.22 | 25% annually over four years following 2/15/2024 |
| Stock Options (Grant 11/1/2023) | Time-based; strike $8.97 | — | 200,000 options | 58,333 exercisable / 141,667 unexercisable at 12/31/2024 | 25% vests at first anniversary of 10/16/2023; remainder monthly over 36 months |
| Stock Options (Grant 2/1/2024) | Time-based; strike $7.77 | — | 41,485 options | 0 exercisable / 41,485 unexercisable at 12/31/2024 | 25% vests at first anniversary of 2/1/2024; remainder monthly over 36 months |
Additional observations:
- No performance share units (PSUs) disclosed; equity is time‑based (RSUs and options) .
- As of 12/31/2024 close ($8.22), the 2/1/2024 option ($7.77 strike) was in‑the‑money; the 11/1/2023 option ($8.97 strike) was out‑of‑the‑money .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 118,653 shares; <1% of outstanding (50,225,312 shares outstanding as of 3/31/2025) |
| RSUs Unvested (12/31/2024) | 101,250 (11/1/2023 grant) and 28,515 (2/1/2024 grant) |
| Options Exercisable/Unexercisable (12/31/2024) | 58,333 exercisable / 141,667 unexercisable (11/1/2023 grant); 41,485 unexercisable (2/1/2024 grant) |
| Pledging/Hedging | Prohibited: no pledges, no margin, no derivatives or hedging; pre‑clearance required for trades |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
- Start date and role: Effective October 16, 2023; CMO & President, R&D .
- Offer letter (key economics): Base salary $525,000; target bonus 50%; sign‑on up to $200,000 with 100%/50% repayment if departing within 1/2 years respectively .
- Restrictive covenants: Confidentiality and non‑solicitation during employment and for one year post‑employment .
- Severance (Executive Severance Plan; supersedes offer letter severance):
- Outside Change‑of‑Control (CoC) Period: 9 months base salary continuation plus up to 9 months COBRA employer‑cost coverage .
- Within CoC Period: Lump sum of 12 months base salary; 1x target bonus plus pro‑rated target bonus for service days; up to 12 months COBRA employer‑cost coverage; immediate vesting of time‑based equity; for equity awards held as of Nov 10, 2024, immediate vesting upon a CoC (single‑trigger for those legacy awards) .
- Clawback: SEC/Nasdaq‑compliant compensation recovery policy covering incentive‑based compensation for three years preceding a restatement .
- Equity grant timing policy: Regularized cadence; no grant timing around material disclosures .
- Perquisites/benefits: De minimis; 401(k) matching; otherwise limited perquisites .
Multi‑Year Compensation Summary (Hopkins)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 525,000 | — | 221,562 | 243,264 | 236,250 | — | 1,226,076 |
| 2023 | 109,375 | 200,000 | 1,210,950 | 1,365,820 | 49,536 | — | 2,935,681 |
Track Record and Execution Context
- Role context: Aura advanced bel‑sar into late‑stage clinical development; multiple positive Phase 2 milestones announced in 2024, aligning with Hopkins’ ophthalmology leadership remit .
- Corporate governance: Compensation Committee comprised of independent directors; 7 meetings in FY 2024; advisor Pay Governance engaged for peer benchmarking .
- Voting context: 2025 annual meeting held June 17, 2025; proposals were director elections and auditor ratification; no say‑on‑pay item reported in the 8‑K .
Vesting Schedules and Potential Selling Pressure
| Award | Grant Date | Amount | Vesting Milestones |
|---|---|---|---|
| RSUs | 11/1/2023 | 135,000 | 25% on the 15th of the month following 1st anniversary of 10/16/2023, then 25% on each of next three anniversaries of that First Vesting Date |
| RSUs | 2/1/2024 | 28,515 | 25% annually over 4 years following 2/15/2024 |
| Options | 11/1/2023 | 200,000 @ $8.97 | 25% at 1st anniversary of 10/16/2023; remaining monthly over 36 months |
| Options | 2/1/2024 | 41,485 @ $7.77 | 25% at 1st anniversary of 2/1/2024; remaining monthly over 36 months |
- Scheduled RSU vesting events represent supply over the next 3 years; however, all insider trades require pre‑clearance, and hedging/pledging/margin are prohibited, reducing structural selling risk unrelated to liquidity needs .
Compensation Structure Analysis
- Mix shift: 2023 initial grants were sizable RSUs and options with time‑based vesting; 2024 grants continued time‑based RSUs/options, with cash bonus tied to corporate scorecard (no PSUs disclosed), increasing certainty of equity realization vs performance‑contingent awards .
- Pay‑for‑performance: Annual cash bonus payout at 90% of target reflects achievement against corporate objectives; absence of disclosed metric weightings (e.g., clinical milestones/TSR/financial) limits transparency of KPI alignment .
- Protections: Executive Severance Plan includes double‑trigger equity acceleration in CoC period; legacy awards as of Nov 10, 2024 have single‑trigger vesting upon CoC—a shareholder‑unfriendly feature mitigating retention risk but elevating CoC windfall risk .
- Governance controls: Robust clawback, equity grant timing policy, and strict insider trading restrictions (no pledging/margin/derivatives) align risk practices with investor expectations .
Investment Implications
- Alignment: Hopkins holds <1% ownership with meaningful unvested RSUs/options; clawback and anti‑hedging/pledging policies support alignment, but lack of PSUs ties equity more to tenure than outcomes .
- Retention and CoC dynamics: Standard severance (9 months base; CoC: 12 months base + 1x target bonus + time‑based equity acceleration); single‑trigger for legacy equity at CoC could create value leakage in a sale, while double‑trigger terms aid retention during transition .
- Performance linkage: Cash bonus paid at 90% of target demonstrates operational progress, yet absence of disclosed KPI breakdown reduces visibility; pre‑revenue profile and widening EBITDA losses emphasize execution risk typical of late‑stage biopharma *.
- Trading signals: Upcoming annual RSU vest dates and monthly option vesting represent predictable supply; pre‑clearance and policy prohibitions temper opportunistic selling. Monitor Form 4s and any Rule 10b5‑1 plans to assess actual selling pressure over vest windows .
References: *