Jeff Hackman
FENNEC PHARMACEUTICALSAbout Jeff Hackman
Jeff Hackman, age 63, has served as Chief Executive Officer and director of Fennec Pharmaceuticals since August 2024, bringing 30+ years of oncology commercial leadership across Sigma Tau, Baxalta, Shire, EUSA Pharma, Aegerion/Novelion (acting CEO), and Comera Life Sciences (Chairman/CEO) . He entered Fennec with an at-will Executive Employment Agreement on August 5, 2024; initial base salary $550,000 with a 50% target bonus, and a 400,000 option grant with a 10-year term and time-based vesting; effective March 1, 2025 his salary increased to $559,167 . Pay-versus-performance disclosures indicate the Compensation Committee does not tie executive pay to specific company performance metrics (PEO and NEOs receive time-based equity), and reported the value of a fixed $100 shareholder investment of 85 in 2024, 151 in 2023, and 129 in 2022 alongside net income figures per 10-K, framing the context for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comera Life Sciences / Legacy Comera | Chairman and CEO | 2021–Aug 2024 | Led organizational growth and commercialization; prior leadership concluded Aug 2024 |
| EUSA Pharma | President, U.S. Operations | 2019–2021 | Managed U.S. oncology franchises generating significant revenues |
| Aegerion/Novelion Therapeutics | Acting CEO (parent company) | 2017–2018 | Reached profitability under his leadership |
| Shire Inc. | SVP, Head of U.S. Internal Medicine/Oncology | 2016–2017 | Led U.S. franchise strategy and execution |
| Baxalta | Established North American oncology commercial division | Prior to 2016 | Built NA oncology commercial footprint |
| Sigma Tau | Led U.S. commercial operations | Prior to Baxalta | Oncology commercial leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Comera Life Sciences | Chairman and CEO | May 2022–Aug 2024 | Board leadership prior to joining Fennec |
| Legacy Comera | Director and CEO | Sep 2021–Aug 2024 | Executive leadership and board service |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 225,000 | 50% of base | — (none) | Hackman joined Aug 2024; bonuses accrue 2024 and paid Mar 2025; his 2024 SCT shows no bonus |
| 2025 (effective Mar 1) | 559,167 | 50% of base | N/A | Salary adjustment per employment agreement |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout mechanics | Vesting terms |
|---|---|---|---|---|---|---|
| Annual cash bonus (2024 program applied to NEOs) | Net revenues > $40m | 50% | >$40m | 0% | Earned bonuses accrued at 12/31/24 and paid Mar 2025 | N/A |
| Annual cash bonus | Stretch net revenues > $45m | 5% | >$45m | 0% | See program above | N/A |
| Annual cash bonus | Vial sales to 25 distinct community oncology centers | 25% | 25 sites | 25% | See program above | N/A |
| Annual cash bonus | Cash runway exiting 2024 ≥ 24 months | 15% | ≥ 24 months | 15% | See program above | N/A |
| Annual cash bonus | Monthly cash flow breakeven by Sept 2024 | 10% | Breakeven | 0% | See program above | N/A |
| Stock options (grant 8/15/2024) | Equity value alignment | — | — | — | 400,000 options granted; ASC 718 option award value $1,386,862 in 2024 SCT | 1/3 vests at 1-year; remaining 2/3 vests monthly over 24 months; 10-year term |
Equity Ownership & Alignment
| As of date | Common shares owned | Options exercisable within 60 days | Total stock-based holdings | Ownership % | Notes |
|---|---|---|---|---|---|
| April 7, 2025 | — | — | — | — | Beneficial table shows no current share ownership or options exercisable within 60 days for Hackman |
| Equity grants detail | 400,000 options (USD $5.58 strike); Expires 08/15/2034 | Exercisable schedule starts 1 year post grant | — | — | Unexercised options table shows 400,000 granted, none exercisable at 12/31/2024 |
| Ownership guidelines | No mandatory executive ownership requirements | — | — | — | Company states no specific share ownership requirement for NEOs and proposing ESPP to encourage ownership |
| Hedging/pledging | Short-selling prohibited; hedging requires compliance approval; pledging requires prior written approval | — | — | — | Insider Trading Policy restrictions on hedging/pledging |
Employment Terms
| Term | Description |
|---|---|
| Start date and role | Employment effective August 5, 2024 as CEO and director; at-will employment |
| Base salary | Initial $550,000; adjusted to $559,167 effective March 1, 2025 |
| Target bonus | 50% of base salary; determined by Board against objectives; paid by March 15 following fiscal year if earned |
| Equity | 400,000 options; 10-year term; exercise price at fair market value on grant; vest one-third at first anniversary, remaining monthly over two years |
| Severance (without cause) | 12 months of base salary (installments), subject to release; eligibility for prior-year earned bonus if termination occurs before bonus payment date |
| Change-of-control treatment | Immediate vesting and full exercisability of remaining unvested equity upon change of control |
| Term/renewal | Initial term one year; auto-renews for successive one-year periods unless terminated |
| Covenants | Confidentiality and intellectual property agreements in place (executives include Hackman) |
Estimated termination benefits (without cause) as of 12/31/2024:
| Name | Severance ($) | Estimated bonus ($) | Value of benefits ($) |
|---|---|---|---|
| Jeff Hackman, CEO | 550,000 | 275,000 | 825,000 |
Board Governance
- Board service: Director since August 2024; attended 2/2 board meetings in FY2024; not listed on committees .
- Independence: Not independent due to executive role; Board majority independent (4 of 6); Independent Chairman (Dr. Khalid Islam) and independent Compensation Committee (Brughera—Chair, Rallis, Cook) .
- Executive sessions: Independent directors met in executive session during portions of ten board meetings in 2024, with policy for at least annual sessions led by the Chairman or Lead Independent Director .
- Director compensation framework (non-executives): Annual base retainer $40,000; Chairman additional $50,000; Audit Chair $20,000; other committee chairs $15,000; options typically granted to non-executive directors; Hackman’s compensation is captured under executive SCT, not in non-executive director table .
Director Compensation (non-executive framework reference)
| Role | Cash retainer ($) | Chair fees ($) | Equity grant practice |
|---|---|---|---|
| Non-management director | 40,000 paid quarterly | Audit Chair 20,000; other Committee Chair 15,000; Chairman 50,000 | Options granted; immediate vest; terms per option plan |
Compensation Peer Group and Benchmarking
- Peer group: Aadi Bioscience; Aldeyra Therapeutics; Anavex Life Sciences; BioXcel Therapeutics; Checkpoint Therapeutics; Chimerix; Clearside Biomedical; Delcath Systems; Eton Pharmaceuticals; Heron Therapeutics; Invivyd; Journey Medical; Outlook Therapeutics; scPharmaceuticals; SCYNEXIS; SIGA Technologies; X4 Pharmaceuticals; Y-mAbs Therapeutics (20 companies) .
- Target percentile: Cash compensation for NEOs targeted around 50th percentile among comparators .
- Consultant: Radford (Aon) retained; 2024 executive-compensation related fees $59,000 vs $4,213 in 2023 .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker non-votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025 AGM) | 12,110,598 | 1,595,423 | 456,870 | 5,580,283 |
Equity Awards and Outstanding Options (CEO-specific)
| Grant date | Options granted | Exercisable (12/31/2024) | Exercise price (USD) | Expiration |
|---|---|---|---|---|
| Aug 15, 2024 | 400,000 | — | 5.58 | 08/15/2034 |
2024 Program Achievement Summary (NEO program applicable to Hackman)
| Criteria | Weighting | Achievement |
|---|---|---|
| Net revenues > $40 million | 50% | 0% |
| Stretch net revenues > $45 million | 5% | 0% |
| Vial sales to 25 distinct community oncology centers | 25% | 25% |
| Cash runway exiting 2024 of 24 months minimum | 15% | 15% |
| Monthly cash flow breakeven by September 2024 | 10% | 0% |
| Total | 105% | 40% |
Risk Indicators & Red Flags
- Ownership alignment: As of April 7, 2025, Hackman held no common shares and had no options exercisable within 60 days; equity alignment primarily via time-based options granted in Aug 2024 .
- Hedging/pledging: Hedging requires compliance approval; short-selling prohibited; pledging requires prior written approval—reduces misalignment risk from hedging or margin loans .
- Change-of-control (COC): Single-trigger equity acceleration upon COC (immediate vesting of unvested equity), which can create sale pressure post-COC; no cash multiple disclosed for CEO in COC table (CFO shows 1.25x) .
- Pay structure: Compensation Actually Paid not linked to specific performance measures; time-based equity suggests moderate linkage to TSR rather than operational metrics .
Employment Terms—Economics on Termination and COC
| Scenario | CEO economics |
|---|---|
| Termination without cause (as of 12/31/2024) | Severance $550,000; estimated bonus $275,000; total benefits $825,000 |
| Change of control | Immediate vesting and full exercisability of remaining unvested equity; equity acceleration single-trigger |
Board Service History and Dual-Role Implications
- Board service: Director since August 2024; attended 2/2 board meetings in FY2024 .
- Committee roles: None listed for Hackman; Compensation Committee is fully independent (Brughera—Chair; Rallis; Cook) .
- Independence: Not independent due to executive status; Board majority independent with Independent Chairman .
- Implications: CEO-director dual role concentrates influence, but independent chair and robust executive sessions help mitigate independence concerns .
Investment Implications
- Alignment: Hackman’s equity is entirely time-based options with a sizable grant (400,000 at $5.58); vesting begins Aug 15, 2025 and then monthly over 24 months, creating potential incremental selling pressure and signaling windows starting in late 2025, though hedging/pledging restrictions reduce misalignment risks .
- Retention and COC: Severance of 12 months base and single-trigger equity acceleration on COC incentivize transaction neutrality but could lead to immediate equity liquidity in a sale; termination benefits of ~$825k for 12/31/2024 scenario indicate mid-range protection .
- Pay-for-performance: 2024 bonus program achieved 40% aggregate, while Hackman’s SCT shows no bonus payment for 2024—his compensation mix was heavily equity-based (option award value $1.386m), aligning with share price rather than operational targets; watch TSR sensitivity and upcoming vest tranches for trading signals .
- Governance: Independent chair, majority-independent board, and independent compensation committee mitigate dual-role risk; 2025 say-on-pay passed with 12.1m For vs 1.6m Against, indicating shareholder acceptance of current structures .