Robert Hoffman
About Robert E. Hoffman
Robert E. Hoffman, 59, has served on FibroBiologics’ Board since April 2021 and became Interim Chief Financial Officer on October 30, 2024, shifting his status from independent to non‑independent director . He is a veteran biotech finance leader and former public-company CEO/CFO, holding a B.B.A. from St. Bonaventure University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kintara Therapeutics (Nasdaq: KTRA; merged into TuHURA) | President, CEO and Chair of the Board | Nov 2021 – Oct 2024 | Led company through merger with TuHURA |
| Heron Therapeutics (Nasdaq: HRTX) | SVP & Chief Financial Officer | Apr 2017 – Oct 2020 | Commercial-stage biotech finance leadership |
| AnaptysBio (Nasdaq: ANAB) | Chief Financial Officer | Jul 2015 – Sep 2016 | Specialty pharma finance leadership |
| Arena Pharmaceuticals (acquired by Pfizer) | SVP Finance & CFO; VP Finance & CFO; other roles | Jun 2012 – Jul 2015 (SVP & CFO); Aug 2011 – Jun 2012 and Dec 2005 – Mar 2011 (VP & CFO); roles since 1997 | Long-tenured finance executive across multiple stages |
External Roles
| Company | Role | Status | Tenure/Notes |
|---|---|---|---|
| ASLAN Pharmaceuticals Ltd. (Nasdaq: ASLN) | Director | Current | Dermatology-focused biotech board service |
| TuHURA Biosciences, Inc. (Nasdaq: HURA) | Director | Current | Phase 3 immuno-oncology company |
| Esperion Therapeutics, Inc. (Nasdaq: ESPR) | Director | Current | Commercial-stage biopharma |
| Saniona AB | Director | Former | Sep 2021 – May 2022 |
| Kura Oncology, Inc. (Nasdaq: KURA) | Director | Former | Mar 2015 – Aug 2021 |
| CombiMatrix Corporation | Director | Former | Prior board member (dates not specified) |
| MabVax Therapeutics Holdings, Inc. | Director | Former | Prior board member (dates not specified) |
| Aravive, Inc. (Nasdaq: ARAV) | Director | Former | Prior board member (dates not specified) |
Board Governance
- Independence: The Board determined that all directors except Pete O’Heeron and Robert Hoffman are independent; Hoffman became non‑independent upon appointment as Interim CFO .
- Committee assignments and chair roles: In 2024, Hoffman served as Chair of the Audit Committee and Chair of the Compensation Committee; he stepped down from all committees on October 30, 2024 when he became Interim CFO .
- Current committee memberships: None (post–Oct 30, 2024) .
- Attendance: The Board met 10 times in 2024; except for Dr. Niklas, each director attended or participated in ≥75% of aggregate Board and committee meetings (i.e., Hoffman met the ≥75% threshold) .
- Board leadership context: No Lead Independent Director; CEO serves as Chair; independent directors may meet in executive session at each regular meeting .
| Period | Committee | Role |
|---|---|---|
| Through Oct 30, 2024 | Audit | Chair |
| Through Oct 30, 2024 | Compensation | Chair |
| After Oct 30, 2024 | All | Stepped down from committees |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Director fees (cash) | 45,584 |
| Director option awards (grant-date fair value) | 6,800 |
| All other compensation (as employee, post–CFO appointment) | 176,476 |
| Total | 228,860 |
All other compensation breakdown (2024 employee compensation):
- Salary: $95,485; Bonus: $75,000; 401(k) match: $2,979; Medical/dental/vision: $3,012 .
Reference – Non‑employee director compensation policy (annual cash retainers):
| Position | Annual Retainer ($) |
|---|---|
| Board member (non‑chair) | 35,000 |
| Audit Committee member | 8,000 |
| Audit Committee chair | 10,000 |
| Compensation Committee member | 6,000 |
| Compensation Committee chair | 10,000 |
| Nominating Committee member | 5,000 |
| Nominating Committee chair | 10,000 |
Performance Compensation
Director equity awards:
| Grant date | Instrument | # Options | Exercise Price ($) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Aug 2024 | Stock options | 5,000 | 1.73 | 6,800 | Annual grant vests fully on earlier of first anniversary or next annual meeting; unexercised options remain exercisable 12 months after service ends |
Outstanding options:
- Unexercised options held as of Dec 31, 2024: 195,300 .
Policies: The Compensation Committee approves equity grants; company states it does not time MNPI around grants .
Other Directorships & Interlocks
- Current public boards: ASLN, HURA, ESPR (see External Roles table) .
- Prior public boards: KURA, Saniona AB, CombiMatrix, MabVax, Aravive .
- Disclosed interlocks/conflicts with FBLG customers/suppliers: None disclosed in Related Person Transactions .
Expertise & Qualifications
- Deep public-company finance leadership: Former CEO/Chair (Kintara) and multi-company CFO (Heron, AnaptysBio, Arena) .
- Standard-setting and finance community leadership: Advisor to FASB (2010–2020); leadership roles with ABFO and FEI San Diego .
- Board experience across multiple biopharma companies and stages (R&D to commercial) .
Equity Ownership
As of April 21, 2025:
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 119,452 (<1% of common) |
| Common shares held | 7,500 |
| Vested stock options included (exercisable within 60 days) | 111,952 |
Alignment policies:
- Anti‑hedging/anti‑pledging: Company prohibits trading derivatives, pledges, or hedging of equity by directors, officers, and employees .
- Clawback: Executive officers (including Interim CFO) subject to Nasdaq/SEC‑compliant clawback for erroneously awarded incentive comp in event of restatement (3‑year lookback) .
Governance Assessment
-
Strengths
- Extensive CFO/CEO background and multi‑company board experience enhance audit and compensation oversight capabilities; he chaired both committees before stepping into management, indicating Board confidence in his governance skill set .
- Meets ≥75% meeting attendance threshold, supporting engagement expectations .
-
Concerns / RED FLAGS
- Loss of independence: Became Interim CFO while serving as director; Board classifies him as non‑independent, and he stepped down from all committees (mitigates but does not eliminate independence concerns) .
- Multiple concurrent public boards (ASLN, HURA, ESPR) plus Interim CFO role could strain capacity; time‑commitment risk warrants monitoring during critical financing and development milestones .
- Section 16 reporting timeliness: Filed initial Form 3 late at time of direct listing (administrative error), a minor but noted compliance lapse .
-
Compensation and incentives
- Director pay structure mixes cash retainer plus annual equity options aligned with stockholder interests; 2024 director equity grant was modest relative to cash fees (approximate mix skewed to cash for the director component) .
- Post–CFO appointment employee compensation included a $75,000 bonus for 2024; executives are covered by the company clawback policy, supporting pay governance .
-
Related‑party transactions
- No Hoffman‑specific related‑party transactions disclosed; broader related‑party items involve other parties (e.g., Series C Preferred issuance to CEO; legacy FibroGenesis arrangements) .
Contextual governance considerations (company-level):
- No Lead Independent Director and a combined CEO/Chair structure; super‑voting Series C Preferred Stock controlled by an irrevocable proxy held by the Board but subject to founder consent on certain matters—features that can entrench management and dilute minority influence; relevant for overall board effectiveness even though not Hoffman‑specific .