Andrew J. Hirsch
About Andrew J. Hirsch
Andrew J. Hirsch is President & Chief Executive Officer and a director of C4 Therapeutics, serving as President and Board member since September 2020 and as CEO since October 2020; he is 54 years old as of April 22, 2025, with an MBA from the Tuck School at Dartmouth and a BA in Economics from the University of Pennsylvania . Under his leadership, pay-versus-performance disclosures show Company TSR values of 17.81 (2022), 17.05 (2023), and 10.87 (2024), alongside net losses of $128,175k (2022), $132,493k (2023), and $105,316k (2024) . The Board has determined he is not independent due to his executive role; the Chair role is separated from the CEO, with Ron Cooper serving as independent Chair since June 2024, mitigating dual-role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agios Pharmaceuticals (Nasdaq: AGIO) | Chief Financial Officer; Head of Corporate Development | 2016–2020 | Financial leadership and BD; progressed corporate development initiatives . |
| BIND Therapeutics | President & CEO; COO; CFO | 2015–2016 (CEO); 2014–2015 (COO); 2012–2015 (CFO) | Led biotech operations and strategy across finance and operating roles . |
| Avila Therapeutics | Chief Financial Officer | 2011–2012 | CFO through acquisition by Celgene; transaction execution experience . |
| Biogen | Corporate Strategy & M&A (VP); Program Executive | 2002–2011 | Led strategy/M&A; program executive for major neurology assets . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Editas Medicine (Nasdaq: EDIT) | Director | Since May 2017 | Audit Committee; Organization, Leadership & Compensation Committee . |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $579,600 | $614,400 | $639,000 | $665,000 |
| Target Bonus (% of Salary) | 55% | 55% | 55% | 55% |
| Annual Incentive Earned ($) | $366,600 | $337,920 | $333,878 | $402,325 (110% of target achievement) |
| All Other Compensation ($) | $6,000 | $18,675 | $13,200 | $13,800 |
| Total Compensation ($) | $952,200 | $2,595,395 | $3,790,099 | $5,239,784 |
Notes:
- 2024 corporate objectives weighting: Clinical execution (55%), pipeline/partnered programs (30%), operationalization (15); Company achieved 110% of target with highlights across programs and partnerships .
Performance Compensation
Long-Term Incentive Grants and Vesting
| Award Type | Grant Year | Quantity (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 2024 | 103,400 | $755,854 | Time-based; equal annual installments over 4 years starting first anniversary . |
| Stock Options | 2024 | 465,000 | $3,402,805 | Equal quarterly installments over 16 quarters (4 years) . |
| RSUs | 2023 | N/A (aggregate value) | $470,832 | RSUs granted in 2023 vest in four equal annual installments . |
| Stock Options | 2023 | N/A (aggregate value) | $2,333,189 | Option vest schedule per equity plan; options valued under ASC 718 . |
| RSUs | 2022 | N/A (aggregate value) | $1,624,400 | 2022 awards include performance-based RSUs with market and performance conditions; valuation via Monte Carlo and probability assessments . |
Approximate quarterly vest for 2024 options: 29,062.5 shares per quarter over 16 quarters, subject to continued service .
Annual Incentive Plan – 2024 Structure and Outcome
| Metric | Weighting | Target | Actual Achievement | Payout (CEO) | Vesting / Payment Timing |
|---|---|---|---|---|---|
| Clinical program advancement (safety, mechanism, initial efficacy) | 55% | Corporate objectives | Contributed to overall 110% goal achievement; program data advanced across cemsidomide, CFT1946, CFT8919 | $402,325 (vs target $365,750) | Paid Feb 2025 . |
| Pre-development candidate & partnered pipeline | 30% | Corporate objectives | Delivered Biogen candidates/milestones; MKDG license; pipeline progress | Included in 110% payout | Paid Feb 2025 . |
| Organizational operationalization | 15% | Corporate objectives | Restructuring/runway alignment; culture awards; Board evolution | Included in 110% payout | Paid Feb 2025 . |
Governance safeguards:
- Executive Compensation Recovery Policy adopted June 2023 per SEC/Nasdaq rules; clawback of incentive comp tied to financial reporting measures for three years prior to restatement; misconduct may trigger recovery of non-financial equity comp .
- No single-trigger change-in-control benefits or excise tax gross-ups .
Stock Option Repricing:
- On March 7, 2024, OLCC repriced certain options with retention features: exercises before March 7, 2025 revert to original exercise price; designed to retain/motivate without dilution/cash expense; later amended 2020 Plan in Oct 2024 to require stockholder approval for future repricings .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Shares Outstanding | Breakdown / Notes |
|---|---|---|---|
| April 22, 2025 | 2,494,776 | 3.51% (based on 71,007,083 SO) | Aggregate beneficial; table reflects standard SEC methodology . |
| April 23, 2024 | 1,834,797 | 2.7% (based on 68,805,786 SO) | 210,741 shares held; 1,624,056 options exercisable within 60 days . |
| April 6, 2023 | 1,188,851 | 2.4% | 108,606 shares held; 1,080,245 options exercisable within 60 days . |
| April 1, 2021 | 211,459 | <1% | Options exercisable within 60 days . |
Policies affecting selling pressure and alignment:
- Insider Trading & Hedging Policy prohibits short sales, derivatives, hedging, use of company securities as margin collateral, and pledging; Rule 10b5-1 plan adoptions require approvals and delays; pledging requires Audit Committee approval (2024) and is expressly prohibited in 2025 policy update .
- Board governance separates Chair and CEO, with independent Chair providing oversight .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective September 6, 2020; CEO eligible for annual base salary and incentive cash award (target 55% of salary), subject to OLCC/Board review . |
| Severance (non-CIC) | If terminated without cause or resigns for good reason (as defined), 1x base salary paid over 12 months plus pro rata target annual incentive paid in lump sum; 12 months COBRA premium equivalent payments subject to election . |
| Change-in-Control (double trigger) | If terminated without cause or resigns for good reason upon, immediately prior to, or within 18 months post-CIC: lump sum 1.5x base salary (higher of current or pre-CIC) plus 1.5x target annual incentive (higher of current or pre-CIC); 18 months COBRA premium equivalent payments; full acceleration of all equity, with performance awards vesting at greater of target or actual performance at termination/sale event; acceleration if awards not assumed in sale . |
| Clawback | Executive Compensation Recovery Policy aligned with SEC/Nasdaq requirements adopted June 2023 . |
| Non-Compete / Non-Solicit | Not specifically disclosed for Mr. Hirsch; Company references such covenants for certain roles elsewhere . |
Board Governance
- Board service: Director since 2020; currently Class III with term expiring 2026; age 54 .
- Independence: Board determined all members except Mr. Hirsch are independent; Mr. Hirsch is not independent as an executive .
- Leadership structure: Chair and CEO roles are separated; Ron Cooper appointed Chair June 2024; Bruce Downey formerly Chair (June 2022–June 2024) and continues as director/committee member .
- Committees: OLCC comprised of independent directors; chaired by Bruce Downey in 2024 with planned transition to Steven Hoerter; Audit Committee chaired by Utpal Koppikar; Mr. Hirsch does not serve on Board committees .
- Attendance: In 2023, all directors attended ≥75% of Board and applicable committee meetings; directors attend annual meeting .
Compensation Peer Group and Say-on-Pay
- Peer group refresh: 2022 compensation decisions used a 2021-selected peer group focused on Phase I–II oncology/neurology biotechs with $1–6B market caps and 50–500 employees . For 2024 decisions, OLCC used a revised peer group with $100–$600M market caps and Phase I–III clinical stage companies, reflecting company scale .
- Say-on-Pay: Advisory vote support was ~93% at 2023 annual meeting and ~74% at 2024 annual meeting; Board responded by amending the 2020 Plan in October 2024 to remove ability to reprice options without prior stockholder approval .
Investment Implications
- Alignment and retention: Material 2024 equity grants (103,400 RSUs and 465,000 options) with 4-year vesting, and option repricing constraints through March 7, 2025, increase retention incentives and may moderate near-term insider selling pressure; long-dated quarterly option vesting to 2028 creates ongoing alignment with program milestones .
- Governance and pay sensitivity: The 2024 say-on-pay drop to ~74% and subsequent amendment requiring shareholder approval for future repricings indicate heightened investor scrutiny; compensation oversight by independent OLCC with external consultants (Pearl Meyer) reduces risk of pay misalignment .
- Change-in-control dynamics: Double-trigger cash severance (1.5x salary+target bonus), healthcare continuation, and full equity acceleration with performance vesting at greater of target/actual could create favorable economics for the CEO in a sale scenario; not single-trigger, but still a noteworthy consideration for M&A outcomes .
- Trading policies: Prohibitions on hedging, derivatives, margin, and pledging, and 10b5-1 plan governance reduce misalignment and limit leveraged selling risks .
- Performance lens: Pay-versus-performance disclosures show TSR compression in 2024 amid ongoing net losses, suggesting equity incentives rely on future clinical and partnering value creation rather than near-term financial metrics .
Appendix: Summary Compensation Detail
| Component ($) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Salary | $579,600 | $614,400 | $639,000 | $665,000 |
| Stock Awards | — | $1,624,400 | $470,832 | $755,854 |
| Option Awards | — | — | $2,333,189 | $3,402,805 |
| Non-Equity Incentive | $366,600 | $337,920 | $333,878 | $402,325 |
| All Other Compensation | $6,000 | $18,675 | $13,200 | $13,800 |
| Total | $952,200 | $2,595,395 | $3,790,099 | $5,239,784 |