David DeLucia
FIBROGENAbout David DeLucia
David DeLucia, age 36, is Chief Financial Officer of FibroGen, appointed December 16, 2024 after serving as Vice President of FP&A and Investor Relations since joining the company in 2022 . He previously held finance and corporate development roles at TherapeuticsMD and was a buy-side healthcare investor at J.P. Morgan Asset Management; he holds the CFA charter and dual degrees in Finance & Accounting and Economics from the University of Michigan Ross School of Business . Company pay-versus-performance shows a difficult backdrop: cumulative TSR translated to $4 value from an initial $100 investment in 2024 and net loss of $(47,579) for 2024, underscoring turn-around conditions during his early tenure . As CFO, his remit spans capital allocation amid the China business sale to AstraZeneca and planned debt paydown, with execution milestones disclosed in the 10-K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FibroGen | CFO | 2024–present | Finance leadership through China sale, deleveraging plan |
| FibroGen | VP, FP&A & Investor Relations | 2022–2024 | Investor communications; budgeting/resource allocation |
| TherapeuticsMD | Finance, Corp Dev, IR | Not disclosed | Scaling finance and BD in women’s health |
| J.P. Morgan Asset Management | Buy-side healthcare investor | Not disclosed | Coverage of small/mid-cap healthcare equities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No board or external governance roles disclosed |
Fixed Compensation
Multi-year summary compensation for David DeLucia:
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | $385,000 | $393,500 |
| Bonus (sign-on/retention) | $50,000 (sign-on)* | $25,000 (retention)* |
| Stock Awards (RSUs FV) | $236,405 | $17,010 |
| Option Awards (FV) | $269,924 | $71,606 |
| Non-Equity Incentive (Annual Bonus) | $117,537 | $130,227 |
| All Other Compensation | $47,388 | $48,810** |
| Total | $1,106,254 | $686,152 |
- *Bonuses: $50,000 sign-on in 2023; $25,000 retention in April 2024 .
- **2024 “All Other” includes health insurance premiums ($48,054) and reimbursable relocation $75,000 plus $24,124 tax gross-up, totaling $99,124 across relocation/tax items; life insurance premium $765 .
Performance Compensation
2024 bonus mechanics and outcomes:
| Metric | Weighting | Target | Actual | Payout ($) | Basis |
|---|---|---|---|---|---|
| Corporate goals (H1+H2) | 35% of his bonus | Determined by plan | 87.14% (31.88% H1 + 55.27% H2) | Included in $130,227 | Approved by Compensation Committee Feb 2025 |
| Individual goals | 65% of his bonus | Determined by role | 99.5% | Included in $130,227 | Role-based objectives |
| Target bonus % of salary | 35% (VP FP&A/IR role basis) | — | — | — | Applies to 2024 pre-CFO period |
Equity award vesting schedules (applies to 2024 grants and standard terms):
- Options/RSUs: 25% vests at first anniversary of vesting commencement date; remainder vests in equal quarterly installments over the next three years, subject to continued service .
- Performance RSUs (older tranches, if applicable): annual vesting tied to TSR vs Nasdaq Biotech Index and clinical milestones per plan description .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
- Beneficial ownership as of March 31, 2025: 231,261 shares; includes 118,938 options exercisable within 60 days .
Outstanding equity awards as of December 31, 2024:
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise/Grant Price | RSUs Unvested (#) | RSUs Market Value at 12/31/24 |
|---|---|---|---|---|---|---|
| Stock Option | 6/3/2022 | 25,688 | 15,412 | $9.99 | — | — |
| RSU | 6/6/2022 | — | — | — | 9,281 | $4,914 (at $0.5295) |
| Stock Option | 2/21/2023 | 5,950 | 7,650 | $22.60 | — | — |
| RSU | 3/6/2023 | — | — | — | 4,556 | $2,412 (at $0.5295) |
| Stock Option | 8/7/2023 | 31,250 | 68,750 | $1.77 | — | — |
| Stock Option | 2/22/2024 | — | 44,000 | $1.89 | — | — |
| RSU | 3/6/2024 | — | — | — | 9,000 | $4,766 (at $0.5295) |
Ownership and alignment policies:
- Hedging/pledging of company securities prohibited unless pre-approved; broad clawback policy adopted consistent with Dodd-Frank listing standards .
- Stock ownership guidelines for directors and officers paused due to stock price decline over prior two years .
Insider selling pressure indicators:
- Significant unvested options/RSUs with scheduled quarterly vesting may create periodic supply; company has insider trading windows and policy governance . No pledging disclosed; beneficial ownership reflects exercisable options within 60 days .
Employment Terms
CFO appointment and severance economics:
| Provision | Ordinary Termination | Change-in-Control (CIC) Termination |
|---|---|---|
| Cash severance | 9 months base salary | 12 months base salary |
| Target bonus multiple | — | 0.5x target bonus |
| COBRA premiums | Up to 9 months for employee/dependents | Up to 12 months for employee/dependents |
| Equity vesting | No acceleration | All outstanding options/RSUs/PRSUs fully vest immediately prior to termination |
| Clawbacks/tax gross-ups | No post-employment tax gross-ups; clawback policy in place | No post-employment tax gross-ups; clawback policy in place |
Company-wide framework (for context):
- NEO CIC severance ranges: CEO 24 months salary and 1.5x target bonus; other NEOs 12–18 months salary and 0.5–1x target bonus; COBRA 12–18 months; full equity acceleration on CIC termination; excise tax “best-net” cut/no gross-ups .
Compensation Structure Analysis
- Year-over-year mix shift: Total compensation declined from $1.11M (2023) to $0.69M (2024) driven by lower equity grant FV in 2024, consistent with conservative burn/overhang management during restructuring .
- At-risk pay: 2024 included performance-based cash bonus aligned to corporate and individual goals (87.14% corporate achievement; 99.5% individual achievement), plus multi-year equity vesting .
- Governance features: Clawback in place; prohibitions on hedging/pledging; no pension/SERP or deferred comp; limited tax gross-ups tied to global mobility/relocation (non–golden parachute) .
Say-on-Pay & Peer Benchmarking
- 2024 say-on-pay approval ~97% in favor, indicating broad shareholder support for the executive pay program .
- Peer group updated in late 2024 for market cap, phase, and oncology focus; committee uses Compensia, found independent under SEC/Nasdaq rules .
Investment Implications
- Alignment and retention: Multi-year vesting and CIC acceleration provide retention and deal continuity; ordinary termination terms are moderate, limiting downside cash obligations .
- Near-term supply risk: Ongoing quarterly vesting of 2023–2024 options/RSUs may create episodic selling opportunities; trading subject to policy controls and windows .
- Execution signals: CFO tenure begins amid strategic pivot—sale of China assets (~$160M expected proceeds) and planned repayment of the $75M term loan—suggests focus on liquidity, burn management, and oncology pipeline funding .
- Governance quality: Strong say-on-pay outcome, independent consultant, clawbacks, and anti-hedging/pledging reduce governance red flags; paused ownership guidelines reflect market realities rather than policy weakness .