Aditya Kohli
About Aditya Kohli
Aditya Kohli, Ph.D., age 37, is HilleVax’s co-founder and a current director; he served as Chief Business Officer (Feb 2024–Dec 2024) and earlier as Chief Operating Officer (Feb 2021–Jan 2024), transitioning to a consultant role in Dec 2024. He has been on the HilleVax board since Dec 2021 and became a Partner at Frazier Healthcare Partners in Apr 2025; education includes a Ph.D. in bioengineering (UC Berkeley/UCSF) and B.S./M.Eng. in biological engineering from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HilleVax, Inc. | Director (Class III) | Dec 2021–present | Standing for re‑election at 2025 meeting |
| HilleVax, Inc. | Chief Business Officer | Feb 2024–Dec 2024 | Transitioned to consultant Dec 19, 2024 |
| HilleVax, Inc. | Chief Operating Officer | Feb 2021–Jan 2024 | Resigned COO Jan 16, 2024 |
| Phathom Pharmaceuticals | Chief Business Officer | Mar 2019–Mar 2021 | BD leadership |
| McKinsey & Company | Engagement Manager/Associate | 2014–2016 | Led BD/R&D/marketing strategy engagements |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Healthcare Partners | Partner (formerly Venture Partner) | Venture Partner Jan 2021–Apr 2025; Partner since Apr 2025 | Company creation focus; major HLVX shareholder affiliates |
| Scout Bio | Director | Since Apr 2019 | Board service |
| Phathom Pharmaceuticals | Strategic Advisor | Since Mar 2021 | Advisory role; PASG/PHAT co‑founder credentials |
| Passage Bio; Phathom; Scout Bio | Co‑founder | Various | Company formation pedigree |
Board Governance
- Classification and tenure: Class III director alongside the CEO and a finance-focused director; nominated for a three-year term expiring at the 2028 annual meeting .
- Independence: Not independent; board determined only Dr. Hershberg (CEO) and Dr. Kohli are non‑independent (others are Nasdaq‑independent) .
- Committee assignments: Not listed on the audit, compensation, or nominating & governance committees (members and chairs identified exclude Kohli) .
- Attendance and engagement: Board met 16 times in FY2024; each director attended ≥75% of board and committee meetings during their service period .
- Lead Independent Director: Patrick Heron serves as Lead Independent Director; duties include chairing executive sessions and agenda review .
- Hedging/pledging: Company policy prohibits pledging, hedging, margin purchases, short sales, and derivatives on company stock .
- Clawback: SEC/Nasdaq-compliant compensation recovery policy adopted (applies to Section 16 officers on/after Oct 2, 2023) .
- Say‑on‑pay: As an Emerging Growth Company, HLVX does not conduct advisory say‑on‑pay/frequency votes .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Severance/Other ($) |
|---|---|---|---|---|
| 2024 | 500,000 | 50% | 0 (no annual bonuses paid for 2024) | 600,000 severance (paid Jan 2025) plus benefits/premiums |
- Director fees: In 2024, Kohli received no additional compensation for board service given his executive role; beginning in 2025 he became eligible under the non‑employee director program .
- Non‑employee director program (effective May 2024): Annual retainer $50,000; Lead Independent add’l $25,000; committee chair/member retainers (Audit $20k/$10k; Compensation $15k/$7.5k; Nominating & Governance $10k/$5k); initial option grant 45,000 shares and annual option grant 22,500 shares with standard vesting; awards accelerate on death/disability/change‑in‑control .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant‑date Fair Value ($) | Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSU | Feb 8, 2024 | 54,898 | 826,764 (aggregate RSUs/Options split shown in comp table) | — | — | Annual installments over 4 years from grant date, service‑based |
| Stock Option | Feb 8, 2024 | 71,500 | Included in $1,076,790 total option FV (2024) | $15.06 | Feb 7, 2034 | 25% on Feb 8, 2025; then monthly over remaining 3 years, service‑based |
| Stock Option | Feb 1, 2023 | 82,795 (exercisable as of 12/31/24) | Included in $1,771,878 (2023 options FV) | $18.00 | Jan 31, 2033 | Time‑based vesting; status shown as exercisable 12/31/24 |
- Performance metrics: Proxy does not disclose specific performance metrics (e.g., revenue/EBITDA/TSR) tied to bonus/stock outcomes; bonuses are discretionary and may be based on individual/company performance .
Other Directorships & Interlocks
| Entity | Role/Relation | Start | Notes/Interlock Risk |
|---|---|---|---|
| Frazier Life Sciences affiliates | 21.1% beneficial ownership; Heron (Frazier Managing GP) on HLVX board | As of Apr 25, 2025 | Significant shareholder with board representation; Kohli is Partner at Frazier since Apr 2025 |
| Takeda Vaccines, Inc. | 13.4% beneficial owner; license/supply agreements | 2021 licensing; ownership as of Apr 25, 2025 | Material commercial relationship plus equity stake |
| Scout Bio | Director | Since Apr 2019 | Private company board; no disclosed HLVX transaction |
Expertise & Qualifications
- Company creation/BD: Co‑founder of multiple biopharma ventures; BD leadership at Phathom .
- Strategy/operations: McKinsey experience advising global pharma on BD/R&D/marketing .
- Education: Ph.D. bioengineering (UCB/UCSF), B.S./M.Eng. biological engineering (MIT) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Aditya Kohli, Ph.D. | 680,970 | 1.4% | Beneficial ownership determined under SEC rules; includes options exercisable within 60 days |
| Options (exercisable at FY‑end) | 82,795 (2/1/23 grant); 28,302 (2/8/24 grant) | — | As of 12/31/2024; no unexercisable amounts shown |
| Pledging/Hedging | Prohibited by policy | — | Alignment safeguard |
Insider Trades (Compliance Snapshot)
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance | No late filings reported for Kohli in FY2024 | Late Form 4s were noted for six other directors, not including Kohli |
Governance Assessment
- Independence and potential conflicts: Kohli is non‑independent due to his prior executive role and current consultant status; his April 2025 transition to Partner at Frazier coincides with Frazier affiliates owning 21.1% and board representation via Heron, elevating interlock/conflict scrutiny for related‑party oversight and capital allocation decisions .
- Committee participation: Absence from audit/comp/nom‑gov committees limits direct influence on oversight levers; committee chairs and members are independent, which mitigates governance risk around financial reporting and pay decisions .
- Attendance/engagement: Board met 16 times in 2024 and all directors met ≥75% attendance thresholds, indicating baseline engagement standards are met .
- Compensation structure signals: 2024 cash bonus not paid company‑wide; Kohli’s 2024 pay skewed to equity with standard 4‑year vesting; notable severance ($600k) and accelerated vesting for nine months post‑termination reflect retention/separation norms but warrant scrutiny if performance goals were unmet and metrics undisclosed .
- Pay governance controls: Prohibitions on pledging/hedging and adoption of SEC/Nasdaq clawback enhance alignment and recourse; however, lack of disclosed director/exec ownership guidelines and EGC exemption from say‑on‑pay reduce external pay discipline signals .
- Related‑party exposure: Material licensing and historical services with Takeda (13.4% holder) plus Frazier’s 21.1% stake necessitate rigorous audit committee review under the related‑party policy; policy exists and assigns oversight to the audit committee .
RED FLAGS
- Non‑independent status and Frazier partnership against backdrop of Frazier’s 21.1% ownership and board representation (potential influence/interlocks) .
- Performance metric opacity for bonuses/long‑term incentives (no CD&A due to EGC status) .
- Significant related‑party relationships (Takeda license; Frazier ownership) requiring continuous monitoring .
Positive Signals
- Committee independence and designated financial expert on audit (chair: Hilleman) .
- Clawback adoption and strict anti‑pledging/hedging policy .
- Consistent board attendance in 2024 .