Rebecca Byam
About Rebecca Byam
Rebecca Byam has served as HCW Biologics’ Chief Financial Officer since October 2019. She previously was a Director at PricewaterhouseCoopers (2003–2019), CFO of MaMaMedia Inc. (1998–2002), CFO of Momentum Partners (1995–1998), and an Investment Professional at Apax Partners focusing on biotechnology and IP-rich sectors (1985–1995). She holds a B.A. from Kenyon College and an M.B.A. in Finance from NYU Stern, and is a CPA (Florida and New York). HCW, as an Emerging Growth Company, does not provide pay-versus-performance TSR tables or say‑on‑pay votes, limiting disclosed links between pay and TSR/revenue/EBITDA outcomes.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCW Biologics Inc. | Chief Financial Officer | 2019–present | Senior finance leadership; CFO since Oct 2019 |
| PricewaterhouseCoopers LLP | Director | 2003–2019 | Audit/finance leadership (title disclosed; specifics not detailed) |
| MaMaMedia Inc. | Chief Financial Officer | 1998–2002 | CFO responsibilities (not further detailed) |
| Momentum Partners | Chief Financial Officer | 1995–1998 | CFO responsibilities (not further detailed) |
| Apax Partners LLP | Investment Professional | 1985–1995 | Specialized in biotechnology investments and IP‑driven areas |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Small Business Administration | Investment Advisory Council (member) | Not disclosed | Assisted development of the SBIC program |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 288,750 | 143,496 |
| Target Bonus (% of Salary) | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual Bonus Paid ($) | — | 5,000 |
| All Other Compensation ($) | 11,550 | 5,740 |
| Total ($) | 330,300 | 154,236 |
Notes: As an EGC, HCW provides scaled compensation disclosure; no say‑on‑pay votes are required.
Performance Compensation
- Executive Incentive Bonus Plan: Target bonus opportunity for Ms. Byam is 50% of base salary; payouts are based on corporate objectives and individual goals set by the Board/Compensation Committee, with discretion to amend, suspend, or terminate the plan and apply clawbacks under company policy or law. Weightings/precise metrics are not disclosed.
| Year | Incentive Type | Metric(s) | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Corporate objectives and individual goals (not disclosed) | 50% of base salary | $5,000 | Paid after year-end (standard practice; specifics not disclosed) |
| 2023 | Annual cash bonus | Corporate objectives and individual goals (not disclosed) | 50% of base salary | — | Not disclosed |
Clawback and Risk: Awards are subject to HCW’s clawback policy; the Compensation Committee has broad discretion and oversight to avoid excessive risk-taking.
Hedging/Pledging Policy: Hedging is prohibited; pledging allowed only with Compliance Officer approval. No pledging by Ms. Byam is disclosed.
Equity Ownership & Alignment
- Significant insider alignment via direct share purchase in a 2/20/2024 private placement: 760,714 shares at $1.40 per share for $1,064,999.60 (pre-reverse split).
- Participation in senior secured notes financing (9% coupon) as a related-party investor: $220,000 principal; maturity amended to August 30, 2026; collateralized by HCW’s Wugen, Inc. stake; conversion feature described in 2025 proxy.
| Beneficial Ownership | 2022 (as of 4/19/2022) | 2023 (as of 4/14/2023) | 2024 (as of 4/15/2024) | 2025 (as of 4/22/2025) |
|---|---|---|---|---|
| Common Stock (shares) | 89,000 | 361,702 | 1,381,909 | 34,548 |
| Options Exercisable within 60 days (shares) | — | 60,550 | 122,000 | 4,675 |
| Aggregate Beneficially Owned (shares) | 89,000 | 422,252 | 1,503,909 | 39,223 |
| Ownership % of Outstanding | <1% | 1.2% | 4.0% | 3.5% |
Footnote: On April 11, 2025, HCW effected a 1‑for‑40 reverse split; the 2025 ownership table reflects split-adjusted counts and post-split share count of 1,123,371. Earlier years are pre‑split.
Outstanding Equity Awards and Vesting (as of 12/31/2024; pre‑reverse split)
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 8/29/2021 | 135,000 | — | 4.00 | 8/29/2031 | Fully vested; part of 135,000-share grant |
| 9/8/2021 | 52,000 | 28,000 | 4.31 | 9/8/2031 | 80,000 grant; 40% vested by 9/8/2023; 25% vests 9/8/2024; 35% vests 9/8/2025, subject to service |
Equity Award History and Triggers:
- Initial option: 135,000 shares granted 10/11/2019; four‑year vesting.
- “Performance Options” eligibility: 135,000 upon closing a ≥$20M private placement and 135,000 upon IPO with ≥$200M pre‑money; additional grants made 8/29/2021 (135,000) and 9/8/2021 (80,000).
Insider Trading Signals:
- Near-term vesting supply: Remaining 28,000 unvested options from the 9/8/2021 grant scheduled to vest by 9/8/2025 (700 shares post‑split), which can add incremental tradable supply as they vest. Actual sales depend on personal and market factors; no Form 4 sales are disclosed in the company documents cited here.
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement/Term | Employment agreement dated 10/9/2019; initial 4-year term; auto-renews for 12-month terms unless terminated earlier. |
| At‑Will/Notice | Terminable by company at any time, with/without cause; 30+ days advance written notice if for reasons other than cause; employee may resign at any time without notice. |
| Base/Bonus | Base salary (varies by year; see Fixed Compensation); annual cash bonus target 50% of salary based on corporate and individual goals under Executive Incentive Bonus Plan. |
| Equity | Initial option (2019); additional grants in 2021; “Performance Options” eligibility tied to financing and IPO milestones. |
| Severance (no cause) | Cash severance equal to 9 months base salary; increased to 12 months if termination occurs within one year after a change of control; immediate vesting of then‑outstanding stock options. Single‑trigger equity acceleration. |
| Non‑Renewal | If the company declines to extend term after initial or any renewal term, immediate vesting of then‑outstanding stock options. |
| Disability/Death | Disability: cash severance as above; Death: Performance Options, to the extent granted, vest in full. |
| Clawback | Bonus Plan awards subject to company clawback policy and applicable laws. |
| Hedging/Pledging | Hedging prohibited; pledging only with Compliance Officer approval. |
| Say‑on‑Pay | As an Emerging Growth Company, HCW is not required to conduct say‑on‑pay votes; scaled disclosures apply. |
Related Party Transactions (Alignment/Signal)
- Equity purchase (private placement): On 2/20/2024, Ms. Byam purchased 760,714 shares at $1.40 for $1,064,999.60; Board/Audit Committee reviewed under related‑party policy and deemed compliant.
- Senior Secured Notes: Ms. Byam invested $220,000 principal (9% interest; initial maturity March 27, 2026, later amended to August 30, 2026), secured by HCW’s Wugen, Inc. equity; 2025 proxy details potential conversion terms and bonus/prepayment features.
Compensation Structure Analysis
- Cash vs equity: 2023–2024 SCT shows primarily cash (salary and small bonus), with no new option grant values recorded; indicates a heavier cash mix in reported pay for the period.
- Guaranteed vs at‑risk: Target bonus remains 50% of salary, but disclosed payouts were modest ($0 in 2023; $5,000 in 2024), suggesting limited at‑risk cash realized in these years.
- Equity terms: Equity awards are option‑based with multi‑year vesting and single‑trigger acceleration on termination without cause; presence of single‑trigger acceleration is generally viewed as less shareholder‑friendly than double‑trigger constructs.
Investment Implications
- Alignment elevated by insider buying: The $1.065M open‑market style private placement purchase (2/20/2024) and participation in company notes ($220k) point to personal capital at risk and confidence in HCW’s outlook.
- Retention risk moderate: Severance of 9–12 months plus immediate option vesting on a no‑cause termination provides economic protection; with only 28,000 pre‑split options unvested as of 12/31/2024 (vesting by 9/8/2025), incremental vesting-related retention incentives are limited near‑term.
- Potential selling pressure limited: The remaining scheduled vest (28,000 pre‑split; 700 post‑split) is relatively small; no pledging is disclosed and hedging is prohibited, reducing forced‑sale risk from margin/hedging activity. Actual sales would need Form 4 monitoring.
- Governance considerations: Single‑trigger equity acceleration and EGC status (no say‑on‑pay) reduce direct shareholder oversight of pay practices; however, clawback policy is in place and the Compensation Committee retains discretion over goals/payouts.
Overall: Ms. Byam’s sizable insider equity purchase and related‑party note investment are constructive alignment signals. Severance and immediate vesting terms mitigate retention risk, though single‑trigger equity acceleration is a governance trade‑off for investors to weigh. Continuous monitoring of Section 16 filings is recommended for real‑time signals around sales or additional purchases.