Michael Hitchcock, Ph.D.
About Michael Hitchcock, Ph.D.
Michael J.M. “Mick” Hitchcock, Ph.D. is Interim Chief Executive Officer (since March 25, 2025) and a Class III director of Biomea Fusion (director since March 2021; term through 2027). He is 75 years old, with a Ph.D. in microbiology (University of Melbourne), B.Sc./M.Sc. in biochemistry (UMIST), and post-doctoral research at Georgetown and NIH. Prior roles include 27 years at Gilead Sciences in senior R&D, portfolio, alliance, and strategy positions, and earlier infectious disease R&D at Bristol-Myers Squibb; he is also an Adjunct Professor of Microbiology at UNR Medical School and a founder/director of Renogenyx (FSHD) . As interim CEO, his pay comprises salary, target bonus, and a time-vested option; BMEA did not disclose TSR/revenue/EBITDA performance metrics tied to his 2025 award, and the company paid no 2024 NEO bonuses under its discretionary framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences | Various VP and senior advisor roles in project/portfolio mgmt., alliance mgmt., strategic planning, medical affairs, research | 1993–2019 | Involved in development/commercialization of antivirals (e.g., tenofovir, adefovir, cidofovir, elvitegravir, oseltamivir, stavudine, didanosine) for HIV, HBV, influenza, CMV and others |
| Bristol-Myers Squibb | Infectious disease research and project planning roles | 1980–1993 | Early R&D leadership in anti-infectives |
| University of Nevada, Reno (UNR) Med School | Adjunct Professor of Microbiology | 2016–present | Academic leadership, talent development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Renogenyx | Founder and Board member | Not disclosed | Biotech focused on FSHD |
| UNR Foundation | Past Chair | Not disclosed | Board leadership (as noted in company PR) |
Board Governance
- Service history and current status: Director since March 2021; currently Class III director (term ends at 2027 meeting) and Interim CEO (not independent under Nasdaq due to officer status) .
- Committee roles: Previously served on Audit and Compensation Committees; resigned upon becoming Interim CEO (March 2025), causing a temporary Nasdaq audit committee composition deficiency the company is curing within the allowed period .
- Board structure and safeguards: Lead Independent Director (Eric Aguiar, M.D.) in place; Board may appoint a new chair after prior chair’s departure in March 2025; all directors except Hitchcock and the President/COO deemed independent .
- Attendance: Each director attended at least 75% of board/committee meetings in 2024 .
Fixed Compensation
| Year/Role | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid | Notes |
|---|---|---|---|---|
| 2025 Interim CEO (effective 3/25/25) | 633,000 | 50% (pro-rated) | Not disclosed | Approved March 26, 2025 |
| 2024 Director (non-employee) | 56,500 | N/A | N/A | Director fees prior to CEO appointment |
- As an EGC, BMEA is not required to hold say‑on‑pay votes, and did not seek such approval in 2025 .
Performance Compensation
| Instrument | Grant/Approval Date | Size/Value | Exercise/Strike | Vesting | Performance Metrics | Payout/Status |
|---|---|---|---|---|---|---|
| Stock Option (CEO grant) | 3/26/2025 approval (effective from 3/25/2025) | 350,000 options | $2.52 | 12 equal monthly installments over 12 months from Effective Date, subject to service | None disclosed (time-vested) | Ongoing vesting through 12-month schedule |
| Director annual option (2024) | 2024 (policy-based) | $184,996 grant date fair value | Not disclosed | Annual director grant vests in full by next AGM or 1-year from grant per policy | Director service only | Vests per policy |
Note: 2024 NEO annual bonuses were discretionary; the company paid no 2024 bonuses to NEOs (context for program design; Hitchcock was not an NEO in 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 133,100 shares/derivatives (15,000 common directly; 118,100 options exercisable within 60 days of 3/31/2025) |
| Ownership % of SO | <1% (asterisked in table) |
| Director options held (12/31/2024) | Options to purchase 110,792 shares (aggregate) |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging by executive officers and non-employee directors |
| Lock-up considerations | In Oct 2025 underwritten offering, the company used a standard form of lock-up agreement; Hitchcock signed the underwriting agreement as Interim CEO (company party). Standard lock-ups can temporally restrict insider sales around offerings (form attached; term not specified) |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Interim Chief Executive Officer effective March 25, 2025 |
| Compensation elements | Base salary $633,000; 50% target cash bonus (pro‑rated); 350,000 stock options at $2.52, vesting monthly over 12 months from 3/25/2025 |
| Severance / CIC | No specific severance/CIC terms for Dr. Hitchcock were disclosed in the cited filings. Company-level Severance Agreements (with 280G gross‑ups) are described for certain NEOs (Butler, Valle, Erdtmann); applicability to Hitchcock not disclosed . |
| Clawback | Compensation recovery policy adopted Nov 17, 2023 (effective Oct 2, 2023) for incentive comp tied to financial reporting measures in event of restatement |
Director Compensation (context)
| 2024 Director Compensation | Cash | Option Awards (Grant Date FV) | Total |
|---|---|---|---|
| Michael J.M. Hitchcock, Ph.D. | $56,500 | $184,996 | $241,496 |
- Director pay policy: $35,000 base retainer; additional retainers for leadership and committee roles; initial and annual option grants with Black‑Scholes values of $360,000 and $185,000, respectively, with vesting per policy .
Performance & Track Record
- Clinical execution: Hitchcock cited “positive Phase II data in insulin‑deficient patients” for icovamenib as a major milestone; focus on advancing late‑stage development and regulatory engagement .
- Governance and continuity: Following the March 2025 leadership transition, BMEA promptly disclosed and is curing an audit committee composition deficiency created by Hitchcock’s move from independent director to Interim CEO .
Compensation Structure Analysis
- Mix and risk profile: Interim CEO package emphasizes time‑vested options (12‑month monthly vest), aligning near‑term retention with equity upside; no performance‑conditioned equity disclosed for 2025 CEO grant .
- Discretionary cash design: For 2024, the company used discretionary annual bonuses for NEOs and paid none, signaling cost discipline and limited cash payouts absent clear goal attainment; however, Hitchcock was not an NEO in 2024 .
- Governance controls: EGC status (no say‑on‑pay), clawback policy in place, and prohibition on pledging/hedging support alignment and risk mitigation .
- Advisor independence: Compensation Committee retained Aon Consulting as independent advisor; committee assessed independence and found no conflicts .
Investment Implications
- Alignment and retention: The 12‑month, monthly-vesting option (350,000 at $2.52) creates a clear short-term retention tether and leverage to clinical/regulatory milestones. Limited disclosed ownership (<1%) suggests alignment primarily via options rather than large common stock holdings .
- Selling pressure and liquidity: Prohibition on pledging/hedging reduces adverse alignment risks; the October 2025 underwritten offering included standard lock‑up documentation, which typically tempers near‑term insider selling, though specific lock‑up terms were not disclosed in the excerpts .
- Governance risk watch‑items: Temporary audit committee non‑compliance tied to Hitchcock’s transition is being addressed within Nasdaq’s cure period, but it remains a monitoring item until fully cured .
- Pay-for-performance transparency: Absence of explicit performance metrics for the 2025 interim CEO award (time‑based vesting) shifts emphasis to execution outcomes (trial progress, financing, and regulatory steps) rather than predetermined financial targets; 2024 NEO bonuses were not paid under the discretionary framework, indicating restraint amid development-stage realities .
Net: Incentive design favors near‑term retention and upside participation as BMEA advances icovamenib; governance structures (lead independent director, clawback, hedging/pledging bans) are positives, while interim status and committee composition cure are near‑term risks to monitor. Clinical and financing milestones remain the primary valuation levers under Hitchcock’s interim leadership .
Citations
- Proxy (DEF 14A, 4/28/2025):
- 8‑K (3/27/2025 Leadership Transition): CEO appointment and compensation terms ; audit committee cure disclosure ; PR background .
- 8‑K (10/6–10/7/2025 Offering): Underwriting agreement/lock‑up form and signatures by Hitchcock as Interim CEO .