Robert Hoffman
About Robert Hoffman
Robert E. Hoffman, age 59, is Chief Financial Officer of CytoDyn, appointed effective May 15, 2025; he brings 30+ years of biotech finance and operating experience and serves as principal financial and accounting officer . Education: B.B.A., St. Bonaventure University . Tenure at CYDY: since May 2025 . The proxy and filings do not disclose TSR, revenue growth, or EBITDA growth tied to his tenure; pay-versus-performance disclosures in 2025 focus on the PEO, not the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kintara Therapeutics (now part of TuHURA Biosciences) | President, CEO, interim CFO, Board Chair | Nov 2021–Oct 2024 | Led clinical-stage oncology firm; transitioned through acquisition by TuHURA in Oct 2024 . |
| Heron Therapeutics (Nasdaq: HRTX) | SVP & CFO | Apr 2017–Oct 2020 | Scaled finance at commercial-stage biotech; capital markets and reporting leadership . |
| AnaptysBio (Nasdaq: ANAB) | CFO | Jul 2015–Sep 2016 | Built specialty pharma finance function during development stage . |
| Arena Pharmaceuticals | VP Finance & CFO; SVP Finance & CFO | Dec 2005–Mar 2011; Aug 2011–Jun 2012; Jun 2012–Jul 2015 | Senior finance leadership at biopharma later acquired by Pfizer; advised FASB 2010–2020 . |
External Roles
| Organization | Role | Status/Years |
|---|---|---|
| Esperion Therapeutics (Nasdaq: ESPR) | Director | Current . |
| TuHURA Biosciences (Nasdaq: HURA) | Director | Current; acquirer of Kintara in Oct 2024 . |
| Fibrobiologics (Nasdaq: FBLG) | Director | Current . |
| Antibe Therapeutics | Director | Nov 2020–Apr 2024 (prior) . |
| ASLAN Pharmaceuticals | Director | Oct 2018–Nov 2024 (prior) . |
| Saniona AB | Director | Sep 2021–May 2022 (prior) . |
| Kura Oncology (Nasdaq: KURA) | Director | Mar 2015–Aug 2021 (prior) . |
Fixed Compensation
| Element | Value | Notes |
|---|---|---|
| Base salary | $450,000 | Initial annual base set in Employment Agreement; subject to adjustments . |
| Target annual bonus % | 40% of base | Eligible under short-term plan for FY 2026 services; determination by Compensation Committee . |
| Actual bonus paid (FY 2025) | — | Joined late FY 2025; bonus terms set for FY 2026; FY 2025 discretionary bonuses applied to CEO and CLO only . |
| Benefits | Standard senior leadership plans | Participation in employee benefit programs; paid time off per policy . |
| 401(k) contributions | 3% safe-harbor | Company contributes 3%; immediate vesting . |
Performance Compensation
Equity Incentives
| Award Type | Grant Date | Quantity | Strike/Terms | Expiration | Vesting Schedule | Performance Trigger |
|---|---|---|---|---|---|---|
| Nonqualified Stock Options | May 15, 2025 | 1,000,000 | $0.41 | 5/15/2035 | 25% vests on 5/15/2026; remaining vests in equal monthly installments through 4/30/2029 . Also described broadly as 4-year vest from grant date . | Time-based; no performance metric . |
| Performance Stock Units (PSUs) | May 2025 | 3,500,000 | N/A | N/A | Vests on earlier of: 30 calendar days after successful uplisting to a major US exchange OR a Change of Control (as defined) . | Uplisting event or Change of Control . |
Note: The PSUs were ascribed zero grant-date fair value based on probability assessment; maximum value at grant if achieved was $1,435,000 .
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY 2026 annual bonus (CFO) | Committee-set | 40% of base | TBD by FY results | TBD | Paid by Mar 15 following fiscal year, in cash or 50/50 cash and stock at Committee discretion . |
The Compensation Committee reported that FY 2025 performance goals for other executives were not met; discretionary bonuses were paid to CEO ($30,000) and CLO ($15,000). Mr. Hoffman’s FY 2026 bonus eligibility was established upon hire .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (as of Sep 15, 2025) | Not reported; listed as “—”, less than 1% of shares outstanding . |
| Shares outstanding reference | 1,257,158,425 (Sep 15, 2025) . |
| Options (exercisable/unexercisable at FY-end) | 0 exercisable / 1,000,000 unexercisable at 5/31/2025; strike $0.41; expiry 5/15/2035 . |
| PSUs (unearned at FY-end) | 3,500,000; market/payout value $1,190,000 at $0.34 per share on 5/31/2025 . |
| Option moneyness | Out-of-the-money at FY-end (stock $0.34 vs strike $0.41) . |
| Hedging/Pledging | Anti-hedging policy prohibits hedging transactions; no explicit anti-pledging disclosure . |
| Ownership guidelines | Not disclosed in filings reviewed. |
| Section 16 compliance | Proxy notes Mr. Hoffman filed initial Form 3 and a Form 4 late after due dates . |
Employment Terms
| Provision | Terms |
|---|---|
| Term | Indefinite; terminable at will by either party per agreement . |
| Severance (no change-in-control) | If terminated without cause: during first 6 months, 6 months of base salary; thereafter, adds 1 month per month of service up to maximum total of 12 months; payable per payroll; Committee may pay in shares; capped to 409A severance limits . Proxy summary similarly notes installment structure up to Severance Limit . |
| Change-in-Control (double trigger) | If terminated without cause or resigns for good reason within 12 months after Change in Control, lump sum equal to 8 months base salary at 60 days post-termination, plus additional lump sum equal to 10 months base salary at 270 days post-termination; subject to 409A limits . Proxy summarises 8+10 month structure (total subject to Severance Limit) . |
| Equity acceleration (termination/CIC) | Unless award agreement provides otherwise, all outstanding unvested equity vests and becomes exercisable immediately prior to termination in a qualifying CIC-related termination; on regular termination without cause, awards vest as specified by agreement . |
| Definition of CIC/Good Reason | CIC: >50% stock acquisition; majority Board change; ≥40% asset acquisition (with explicit carve-out that licensing of leronlimab is not CIC). Good Reason includes material breach, base pay reduction, material diminution in duties, relocation >50 miles from Vancouver, WA . |
| Clawback | Subject to recoupment under company policies and applicable laws (Dodd-Frank, SOX, exchange rules) . |
| 409A | Agreement intended to comply with or be exempt from 409A; payments structured to avoid additional taxes . |
| 280G | Modified cutback to avoid excise tax under 4999; no tax gross-up . |
| Non-compete/Non-solicit | “Covenants Agreement” referenced (Employee Inventions Assignment and Non-Disclosure); specific non-compete/non-solicit terms not disclosed in 8-K exhibit text provided . |
Compensation Committee and Peer Benchmarking
- Independent consultant: Aon/Radford engaged; peer group of 17 pre-commercial biotechs in Phase I/II used to benchmark salary, target cash incentives, and equity .
- FY 2025 equity grants to executives favored nonqualified stock options; option repricing/cancellation in January 2024 replaced higher-strike options with $0.21 strike to support retention with lower dilution vs additional grants (repricing/cancellation is a potential red flag for pay structure) .
Investment Implications
- Equity-heavy incentives with event-based PSUs tied to uplisting or change-of-control create potential alignment with capital markets execution but may not tie explicitly to operating KPIs (revenue, EBITDA), raising pay-for-performance calibration questions .
- Option vesting begins in May 2026; combined with PSU triggers, watch for potential selling pressure around vesting events or corporate actions; options were OTM at FY-end, limiting immediate exercise incentive .
- Severance is structured with double-trigger CIC cash and full equity acceleration on qualifying termination, plus a 280G cutback (no gross-up), moderating “golden parachute” risk while still providing meaningful protection—neutral to slightly shareholder-friendly .
- Governance signals: Anti-hedging policy reduces misalignment risk; late Section 16 filings for his initial reports are a compliance blemish to monitor for future insider transaction timeliness .
- Ownership alignment: Current beneficial ownership is immaterial (<1%); alignment depends on unvested option/PSU upside and adherence to anti-hedging; no ownership guideline disclosure to assess compliance .
Key Data Tables
Grants and Outstanding Awards
| Metric | FY 2025 | Notes |
|---|---|---|
| Option grant (shares) | 1,000,000 | Strike $0.41; expires 5/15/2035; 25% vests 5/15/2026; monthly through 4/30/2029 . |
| PSUs granted (shares) | 3,500,000 | Vests on uplisting or Change of Control; grant-date max value $1,435,000 . |
| Options outstanding (exercisable/unexercisable at 5/31/2025) | 0 / 1,000,000 | OTM at $0.34 close . |
| PSUs unearned at 5/31/2025 | 3,500,000; $1,190,000 value | Value computed at $0.34 . |
Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | “—”; less than 1% . |
| Shares outstanding reference | 1,257,158,425 . |
| Hedging policy | Hedging prohibited; anti-hedging policy disclosed . |
| Pledging | Not disclosed. |
Fixed Pay and Incentives
| Metric | FY 2026 Target | FY 2025 Actual |
|---|---|---|
| Base Salary | $450,000 | $20,000 partial-year reported (hire in May 2025) . |
| Target Bonus % | 40% of base | N/A for Mr. Hoffman in FY 2025 . |
Severance and CIC Economics
| Scenario | Cash Multiple | Equity Treatment |
|---|---|---|
| Termination without cause (no CIC) | Up to 12 months base salary via installments; structured by tenure; may be paid in stock; capped under 409A . | As provided in award agreements; proxy notes forfeiture if not vested unless otherwise provided . |
| Termination without cause or resign for good reason within 12 months post-CIC | 8 months base lump sum at 60 days + 10 months base lump sum at 270 days; subject to 409A limits . | All unvested awards vest immediately prior to termination unless award provides otherwise . |
| 280G treatment | Modified cutback to avoid excise tax; no gross-up . | N/A |
Employment & Contracts
- Start date: May 15, 2025; role: CFO, principal financial and accounting officer .
- Contract term: Indefinite; terminable at will; duties per Board/PEO direction; location Vancouver, WA; travel as needed .
- Covenants: Employee Inventions Assignment and Non-Disclosure Agreement incorporated; specific non-compete/non-solicit terms not detailed in provided text .
Investment Implications
- Pay-for-performance alignment is mixed: options are performance-levered with stock price, but PSUs hinge on corporate events (uplisting or CIC) that may not correlate with sustained operating performance; monitor Committee’s FY 2026 bonus metrics to gauge operating alignment .
- Retention risk appears managed via multi-year vesting and CIC protections; however, low current ownership and event-driven PSU triggers suggest incentives skew toward capital markets transactions; investors should scrutinize any uplisting/CIC pursuit for value creation versus trigger-based payouts .
- Governance/compliance: Anti-hedging policy is positive; late Section 16 filings are a minor red flag—watch ongoing Form 4 timeliness to assess discipline .
- Dilution sensitivity: CYDY’s request to increase authorized shares underscores reliance on equity financing and awards; equity grants to executives and directors are material relative to available pool—monitor dilution and repricing practices (options were cancelled/regranted in 2024 at lower strike) .