Jan Hillson
Eledon PharmaceuticalsAbout Jan Hillson
Independent director at Eledon Pharmaceuticals since July 2021; age 72. Physician-scientist and licensed rheumatologist with senior clinical development leadership across multiple immunology and transplantation-focused biotechs; education includes MD (Stanford), MS (Caltech), MS in Marine Chemistry (Scripps), and BS (Michigan State). Serves on Science & Technology and Nominating & Corporate Governance committees; deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provention Bio | Senior Vice President, Clinical Development | Nov 2021 – Feb 2024 | Led clinical development in immune-mediated disease |
| Alpine Immune Sciences | Senior Vice President, Clinical Development | Jun 2019 – Nov 2021 | Immunotherapy clinical development leadership |
| ChemoCentryx | Senior Vice President, Drug Development | Dec 2016 – Jun 2019 | Drug development leadership |
| Momenta Pharmaceuticals | Vice President, Clinical & Translational Research | — | Senior role in clinical and translational research |
| ZymoGenetics/Bristol Myers Squibb | Senior roles | — | Senior R&D roles |
| Xcyte Therapies | Senior roles | — | Senior R&D roles |
| Harvard Medical School (Cambridge Health Alliance) | Clinical Faculty | — | Clinical education |
| University of Washington | Assistant Professor | — | Academic leadership |
| Virginia Mason Medical Center | Division Head | — | Clinical division leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| GlycoEra AG (private) | Interim Chief Medical Officer | Active (interim) |
| Cascadia Drug Development Group | Partner | Since Feb 2024 |
| Climb Bio | Senior Clinical Advisor | Active (post Tenet/Eliem merger) |
Board Governance
- Committee assignments: Science & Technology member; Nominating & Corporate Governance member; no chair roles .
- Committee chairs: Science & Technology chaired by June Lee; Nominating & Corporate Governance chaired by Keith Katkin; Audit chaired by John McBride; Compensation chaired by James Robinson .
- Independence: Board determined Hillson independent under Nasdaq Rule 5605 .
- Attendance: Board met 5 times in FY2024; all directors then in office attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board activity: Science & Technology met 4 times in FY2024; Nominating & Corporate Governance met 4 times; Compensation 5; Audit 8 .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $54,600 | Hillson’s total cash retainers for FY2024 |
| Board Member Annual Retainer (policy) | $43,680 | Paid quarterly; pro-rated for service changes |
| Science & Technology Committee Member (policy) | $8,190 | Annual retainer |
| Nominating & Corporate Governance Member (policy) | $5,460 | Annual retainer |
No meeting fees disclosed; expenses reimbursed for Board/committee activities .
Performance Compensation
| Equity Element | Grant/Status | Vesting | Notes |
|---|---|---|---|
| Initial director option grant | 150,437 options (policy) | Ratably over 2 years | Granted upon Board joining; subject to continued service |
| Annual director option grant | 20,000 options (policy) | 1-year vest | Annual equity for non-employee directors |
| FY2024 director equity awards | None | — | No stock options awarded to non-employee directors in 2024 |
| Additional options (May 2023) | Issued to then-serving non-employee directors | 2-year vest | Additional comp tied to 2023 financing; longer vest than annual grants |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No current public company directorships disclosed in proxy biography |
Expertise & Qualifications
- Licensed rheumatologist; continues patient care .
- Extensive clinical development leadership in immunology/transplantation; senior roles across multiple biotechs .
- Academic and clinical leadership (Harvard Medical School, University of Washington, Virginia Mason) .
- Education: MD (Stanford), MS (Caltech), MS Marine Chemistry (Scripps), BS (Michigan State) .
Equity Ownership
| Metric | Value | Composition/Detail |
|---|---|---|
| Total beneficial ownership | 230,437 shares | Consists solely of options exercisable or becoming exercisable within 60 days of Mar 31, 2025 |
| Ownership % of outstanding | <1% | Marked “*” for <1% in beneficial ownership table |
| Vested vs. unvested | Not separately disclosed | 230,437 options outstanding as of Dec 31, 2024 |
| Pledging/Hedging | No pledging disclosed; hedging/short sales prohibited | Insider Trading Policy prohibits short sales, derivative transactions, and hedging instruments |
Governance Assessment
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Strengths
- Independent director with deep clinical development and immunology expertise aligned to Eledon’s Science & Technology oversight; active participation on Sci/Tech and Nominating committees .
- Board determined hillson’s independence; all directors met attendance expectations in FY2024, indicating engagement .
- Committee workload evidences active governance (Sci/Tech and Nom/Gov each held 4 meetings in FY2024) .
- Company’s Related Person Transactions disclosure lists no items involving Hillson since Jan 1, 2023, reducing conflict risk .
- Compensation committee retains independent consultant (Aon) and disclosed no consultant conflicts in 2024 .
- Insider Trading Policy prohibits director hedging/shorting/derivatives, supporting alignment safeguards .
-
Watch items / potential red flags
- Limited direct share ownership: beneficial holdings are solely via options; no common shares disclosed for Hillson, which may temper “skin-in-the-game” alignment (<1% ownership) .
- No director equity grants in 2024; equity participation relies on prior awards (including 2023 additional grants), potentially reducing near-term refresh of at-risk equity .
- Company-level governance proposals: Board seeks a large increase in authorized shares (200M → 300M), explicitly acknowledging potential dilution risk; monitor implications for investor rights and capital discipline .
- Officer exculpation amendment proposed (DGCL §102(b)(7) extension to officers); while common in Delaware, it narrows recourse for duty-of-care claims in direct stockholder suits; note for overall governance posture .
- 2024 accounting restatement noted; Nominating & Governance Committee concluded no compensation recovery needed; restatement still warrants ongoing oversight of controls .
- Auditor changes: KMJ → Crowe in 2024, Crowe → Deloitte in 2025; no disagreements reported, but multi-year transitions merit monitoring of audit quality and consistency .
Overall: Hillson’s clinical depth and committee assignments support board effectiveness in R&D oversight. Key monitoring points are alignment through actual share ownership and the company’s broader governance actions on authorized share increases and officer exculpation, which can influence investor confidence in capital allocation and accountability .