Steven Hoerter
About Steven Hoerter
Steven L. Hoerter (age 54) is an independent Class II director of C4 Therapeutics, Inc. (C4T) who joined the board in November 2024; he brings deep commercial-stage biopharma experience as former President & CEO of Deciphera Pharmaceuticals and prior senior commercial roles at Agios, Clovis Oncology, Roche/Genentech, Chiron, and Eli Lilly . He holds a B.A. from Bucknell University, an M.B.A. from Tilburg University, and an M.S. in management from Purdue University, reflecting strong formal training in business and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deciphera Pharmaceuticals, Inc. | President & CEO; Director | CEO: Mar 2019–Oct 2024; Director: May 2018–Oct 2024 | Led company through acquisition by Ono; global commercialization experience |
| Agios Pharmaceuticals, Inc. | Chief Commercial Officer | Feb 2016–Mar 2019 | Built/commercialized oncology portfolio |
| Clovis Oncology | Chief Commercial Officer | Mar 2015–Jan 2016 | Commercial leadership in oncology |
| F. Hoffmann-La Roche / Genentech / Chiron / Eli Lilly | Increasing responsibility roles | Not specified (earlier career) | Multi-functional big pharma experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| MBX Biosciences, Inc. | Director | Since Apr 2025 | Clinical-stage; endocrine/obesity focus |
| ORIC Pharmaceuticals, Inc. | Director | Since Aug 2021 | Clinical-stage oncology; potential competitive adjacency to C4T (oncology) |
| Constellation Pharmaceuticals, Inc. | Director (prior) | Sep 2018–Jul 2021 | Company acquired by MorphoSys |
| Ignyta, Inc. | Director (prior) | Dec 2016–Feb 2018 | Company acquired by Roche |
Board Governance
- Independence: The Board determined all non-employee directors, including Hoerter, are independent under Nasdaq and SEC rules; only CEO Andrew Hirsch is not independent .
- Committee assignments effective upon the 2025 Annual Meeting (June 18, 2025): Hoerter will join the Audit Committee as a member and will chair the Organization, Leadership and Compensation Committee (OLCC) .
- Attendance: In 2024 the full Board met seven times; each member attended at least 75% of Board and relevant committee meetings for their service period; all directors attended the 2024 annual meeting .
- Board leadership: Chair of the Board is separate from CEO, supporting independent oversight .
- Executive sessions: Independent directors meet in executive session at least annually .
- Related party oversight: Audit Committee reviews/approves related party transactions under a written policy ; no related-party transactions above thresholds since Jan 1, 2023 .
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Cash fees (earned) | $4,667 | FY 2024 | Pro-rated for Nov–Dec 2024 |
| Option awards (grant-date fair value) | $269,750 | FY 2024 | Initial board appointment grant under policy |
| Total director compensation | $274,417 | FY 2024 | Cash + options |
| Relevant Retainer Policy (C4T Non-employee Director Compensation Policy) | 2024 Annual Retainer | 2025 Annual Retainer | Notes |
|---|---|---|---|
| Board member base retainer | $40,000 | $40,000 | All non-employee directors |
| Audit Committee member | $7,500 | $7,500 | Non-chair member |
| OLCC chair | $10,000 | $12,000 | Hoerter slated to chair OLCC |
- Policy elections: Directors may elect to receive unrestricted shares in lieu of cash retainers (several directors did so in 2024; Hoerter received cash) .
- Chair/meeting fees: The policy sets specific chair retainers; meeting fees are not specified; reasonable travel/out-of-pocket expenses reimbursed .
Performance Compensation
| Equity Award | Shares | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| Initial non-employee director stock option (2024) | 65,000 | $269,750 | 33% vests at first anniversary; remainder vests quarterly over the subsequent two years, subject to service | Standard initial grant size in 2024; exercise price at grant date fair market value |
- Annual option grants for continuing directors (not in first six months of tenure) were 32,500 shares in 2024, vesting fully upon earlier of 1st anniversary or next annual meeting; 35,500 shares in 2025, subject to $650k fair value cap .
- Director equity awards are time-based; no performance metrics or financial targets apply to director equity grants .
Other Directorships & Interlocks
| Company | Shared Directors with C4T | Relationship to C4T | Potential Conflict Note |
|---|---|---|---|
| ORIC Pharmaceuticals, Inc. | None disclosed | External public company | Oncology adjacency; risk of perceived competitive overlap; mitigated by C4T related-party and insider policies |
| MBX Biosciences, Inc. | None disclosed | External company | Different therapeutic focus (endocrine/obesity) |
- No related-party transactions involving Hoerter disclosed above the policy threshold since Jan 1, 2023 .
Expertise & Qualifications
- Commercial leadership: CEO experience at Deciphera; prior Chief Commercial Officer roles; strong commercialization and lifecycle management background .
- Audit/financial expertise: Board skills matrix flags Hoerter for audit and financial expertise; supports his Audit Committee assignment .
- Operations, public company governance, industry expertise: Board skills matrix indicates strengths across operations, governance, and biotech/pharma industry .
- Education: B.A. (Bucknell), M.B.A. (Tilburg), M.S. in management (Purdue) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Options Exercisable within 60 Days | Options Outstanding |
|---|---|---|---|---|
| Steven L. Hoerter | 0 | <1% | 0 | 65,000 |
| Citations |
- Anti-hedging/pledging: C4T insider trading policy prohibits hedging/derivative transactions and pledging/margin use of company securities .
Governance Assessment
- Positive signals: Independent director with commercial, audit, and governance expertise; slated to chair Compensation (OLCC) and serve on Audit—two high-impact committees, indicating strong board confidence . Separation of Chair and CEO roles and periodic executive sessions support oversight quality . 2024 Board/class attendance thresholds met; full Board and committee engagement; directors attended the 2024 annual meeting .
- Alignment and incentives: Director compensation is heavily equity-based (approximately 98% of Hoerter’s 2024 director comp from options), which aligns interests with long-term shareholder value creation, subject to time-based service vesting .
- Risk mitigants: Robust related-party transaction review by the Audit Committee; no reportable related-party transactions since Jan 1, 2023 . Anti-hedging/pledging policy reduces misalignment risk . After an employee option repricing in March 2024, the company amended its plan to prohibit future repricing absent prior stockholder approval, addressing pay practice concerns .
- Potential red flags: As of April 22, 2025, Hoerter had no beneficial share ownership and no options exercisable within 60 days—typical for a new director but implies limited immediate “skin-in-the-game”; vesting over time should increase alignment . External board service at ORIC (oncology) presents potential competitive adjacency; however, there are no disclosed related-party transactions and policies are in place for conflicts oversight . 2024 Say-on-Pay support at ~74% suggests some shareholder scrutiny of compensation practices, though the Board responded with plan amendments—monitor future votes for trend .