Jeffrey Henderson
Chair of the Board at HALO
Board
About Jeffrey W. Henderson
Independent director and non-employee Board Chair of Halozyme since May 2022; director since 2015. Age 60; BS in Electrical Engineering from Kettering University and MBA from Harvard Business School. Former CFO of Cardinal Health and senior executive at Eli Lilly, with audit committee financial expert designation and broad finance, M&A, and risk oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Chief Financial Officer; executive through retirement | CFO May 2005–Nov 2014; executive through Aug 2015 | Led finance and capital markets; >30 acquisitions; spins/divestitures; expansion to new geographies |
| Eli Lilly & Company | Controller & Treasurer; President & GM, Eli Lilly Canada | 1998–2005 | Operational accountability in Canada; pharmaceutical leadership roles |
| Berkshire Partners LLC | Healthcare Advisory Director | 2015–2019 | Identification/evaluation/execution of healthcare M&A opportunities |
| JWH Consulting LLC | President | Since Jan 2018 | Investment and business advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Becton Dickinson and Company | Director | Current | Medical technology board service (global medtech exposure) |
| Qualcomm, Inc. | Director | Current | Wireless communications/semiconductor board service |
| Fibrogen, Inc. | Director | Recent past | Biotechnology board experience |
Board Governance
- Structure: CEO and Chair roles separated; Henderson serves as non-employee Chair since May 2022 to enhance governance effectiveness and independent oversight .
- Independence: Board determined Henderson is independent under NASDAQ rules; independent directors meet in executive session at regular meetings (presided over by the Chair) .
- Committee service: Audit Committee member; designated audit committee financial expert .
- Attendance: Board met 11 times in FY2024; each director attended at least 75% of Board and committee meetings during their service; all eight directors attended the 2024 Annual Meeting .
| Governance Item | Status/Detail |
|---|---|
| Board Chair | Non-employee Chair since May 2022 |
| Independence | Independent director (NASDAQ) |
| Committees | Audit Committee member |
| Financial Expert | Audit committee financial expert |
| FY2024 Meetings | 11 Board meetings |
| Attendance Disclosure | ≥75% for all directors; all directors attended 2024 AGM |
| Executive Sessions | Independent directors meet in executive session each regular meeting; Chair presides |
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned (Cash) | 144,780 | FY2024 cash fees (includes Board Chair retainer and committee retainer) |
| Board Chair Retainer | 125,000 | Program retainer for non-employee Chair |
| Audit Committee Member Retainer | 15,000 | Annual retainer for Audit Committee members |
Performance Compensation (Director)
| Award Type | Grant Value ($) | Vesting Schedule | Change-of-Control Treatment |
|---|---|---|---|
| Annual RSU | 250,028 | Vests in full on earlier of first anniversary or next Annual Meeting | |
| Annual Stock Option | 150,009 | Vests by next Annual Meeting; options generally exercisable for three years post-service (subject to term) | |
| Unvested RSUs Outstanding (12/31/2024) | 6,501 | As of FY-end | |
| Options Outstanding (12/31/2024) | 8,804 | As of FY-end |
No director PSUs; annual director equity is time-based. Program provides vesting acceleration of director awards upon a change of control .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Exposure |
|---|---|---|---|
| Becton Dickinson | Medtech | Director | No related-party transactions disclosed; Audit Committee oversees any such matters |
| Qualcomm | Semiconductors | Director | No related-party transactions disclosed |
| Fibrogen | Biotech | Recent past director | No related-party transactions disclosed |
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| Pharma Business Leadership & Operations | CFO of Cardinal Health; Eli Lilly GM Canada; skills matrix lists Henderson across operational domains |
| Finance & Capital Markets | CFO experience; capital allocation; audit committee financial expert |
| M&A | Led numerous acquisitions/divestitures at Cardinal; advisory work at Berkshire Partners |
| Risk Management | CFO/controller roles; international operational accountability (China, Canada) |
| Human Capital Management | Led large organizations; compensation/incentive design experience |
| Complementary Industry Experience | Medtech exposure via BD; device market familiarity |
| International Business | Responsibilities in China and Canada |
| Education | BS (Kettering), MBA (Harvard) |
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Shares) | 53,786 (<1%) |
| Unvested RSUs (Director) | 6,501 |
| Options Outstanding (Director) | 8,804 |
| Pledging/Hedging | Prohibited by insider trading policy |
| Stock Ownership Guideline (Directors) | 5× base annual retainer; expected compliance within five years of election/appointment |
Signals from Compensation & Shareholder Feedback
- Non-employee director pay mix is equity-heavy (time-vesting RSUs and options), aligning incentives with long-term shareholder value; FY2024 Henderson totals: Cash $144,780; RSUs $250,028; Options $150,009; Total $544,817 .
- Say-on-Pay support: 97.9% approval at 2024 annual meeting, indicating general investor confidence in compensation practices and governance .
- HALO stock performance context: +28% in 2024 and +223% over five years, supportive backdrop during Henderson’s tenure as Chair (since May 2022) .
Related Party, Conflicts, and Red Flags
- Related-party transactions: Company reports none requiring disclosure since the beginning of last fiscal year; Audit Committee reviews and approves any such transactions .
- Hedging/pledging: Prohibited for directors and officers, reducing alignment risks .
- Independence: Affirmed under NASDAQ rules; Henderson classified independent .
- Attendance: Disclosure indicates at least 75% attendance and full AGM attendance for all directors, mitigating engagement concerns .
- Change-of-control terms: Director awards subject to acceleration on change of control; standard for market, but investors should monitor equity windfalls in sale scenarios .
Compensation Program Details (Directors)
| Element | Policy/Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 (directors); $125,000 (Chair) | Henderson receives Chair retainer |
| Committee Retainers | Audit $15,000 member / $30,000 chair; Compensation $10,000 / $20,000; Nominating $5,000 / $10,000 | Henderson is Audit member |
| Equity Grants (Annual) | RSU ≈$250,000; Option ≈$150,000 | Grants post-AGM; vest by next AGM or first anniversary; subject to acceleration on CoC |
| Deferred Compensation | Cash and Equity deferral plans available | Equity deferral credits RSUs; distributions on board exit or CoC |
Governance Assessment
- Strengths: Independent, experienced non-employee Chair; audit committee financial expert; equity-heavy director pay; strong shareholder support; explicit prohibitions on hedging/pledging; no related-party transactions disclosed; executive sessions led by Chair .
- Watch items: Multiple external board roles (BD, Qualcomm) require ongoing time-commitment monitoring; change-of-control acceleration on director awards warrants awareness for potential optics in sale scenarios, though common in market practice .
- Overall: Board leadership and committee placement suggest robust oversight of finance, risk, and audit matters, with incentive alignment primarily via time-based equity and stock ownership guidelines for directors .