Gary Dubin
About Gary Dubin
Gary Dubin, M.D., age 68, has served on HilleVax’s board since February 2022 and transitioned from a Takeda Vaccines designee to an independent director effective February 1, 2025 following his retirement from Takeda on January 31, 2025 . He is an infectious-disease physician with senior leadership roles across vaccine development and medical governance at Takeda and GSK, and academic credentials from the University of Pennsylvania (M.D., fellowship in Infectious Disease) . His independence transition materially improves board neutrality given Takeda’s role as a major shareholder and licensing counterparty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Vaccines, Inc. | President, Vaccine Business Unit | Feb 2022 – Jan 31, 2025 | Led global vaccine business; previously SVP & Head, Global Medical Office |
| Takeda Vaccines, Inc. | SVP & Head, Global Medical Office (Vaccines BU) | Sep 2015 – Feb 2022 | Medical governance, safety boards participation |
| GlaxoSmithKline (GSK) Vaccines | VP & Head, Late Clinical Development | 2010 – 2015 | Led clinical development and licensure; core member of GSK medical governance committees |
| University of Pennsylvania | Assistant Professor of Medicine, Infectious Disease Division | Prior to industry roles | Academic research and clinical training in molecular virology and infectious disease |
External Roles
- None beyond HilleVax board disclosed in the company’s proxy materials for 2024–2025 .
Board Governance
- Independence: Independent as of Feb 1, 2025; in 2024 he was not independent (Takeda designee). Current board independence excludes only the CEO (Hershberg) and co-founder Kohli .
- Lead Independent Director: Patrick Heron .
- Attendance: Board met 16 times in FY2024; each director attended at least 75% of board and committee meetings served .
- Committee assignments: Dubin is not listed on any standing committee in 2025.
| Committee | Member? | Chair? | Source |
|---|---|---|---|
| Audit | No | — | Members: Cocero, Heron, Hilleman; Chair: Hilleman |
| Compensation | No | — | Members: Chu, Gerberding, Hilleman; Chair: Gerberding |
| Nominating & Corporate Governance | No | — | Members: Cocero, Gerberding, Heron, Sepulveda; Chair: Heron |
Fixed Compensation
- Program terms (effective May 2024): Annual cash retainer $50,000; Lead Independent +$25,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating/Gov Chair $10,000; Audit member $10,000; Compensation member $7,500; Nominating/Gov member $5,000 .
- 2024 Director compensation for Dubin: $0 cash fees and $0 option awards (served as Takeda designee; no director pay) .
| Year | Fees earned (cash) | Option awards (grant-date FV) | Total | Notes |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | Served as Takeda designee; not eligible for director comp |
Performance Compensation
- Equity program (non-employee directors):
- Initial option grant: 45,000 shares, vest monthly over 3 years .
- Annual option grant: 22,500 shares, vest on the earlier of 1-year anniversary or next annual meeting .
- Acceleration: Awards vest upon death/disability and upon a change in control (as defined in the 2022 Plan) .
| Equity Element | Shares | Vesting | Special Triggers |
|---|---|---|---|
| Initial option grant | 45,000 | Equal monthly installments over 3 years | Death/disability; change in control vesting |
| Annual option grant | 22,500 | 1-year anniversary or next annual meeting | Death/disability; change in control vesting |
As of Dec 31, 2024, Dubin held no outstanding equity awards; eligible for program beginning Feb 1, 2025 as an independent director .
Other Directorships & Interlocks
- Major counterparty/holder interlock: Dubin was a Takeda designee on HilleVax’s board through Jan 31, 2025 while Takeda held 13.4% and is HilleVax’s licensor and service provider for HIL-214/HIL-216. He became independent on Feb 1, 2025 .
- Takeda License: Exclusive territory and royalty-bearing cross-licenses; upfront equity and warrants; milestone schedule ($7.5m dev milestone; up to $150m commercial milestones) and tiered royalties (high single-digit to low-teens to Takeda; mid single-digit to low double-digit to HilleVax in Japan) .
- Transitional Services Agreement: R&D services expenses were $22,000 in 2024 (vs $0.4m in 2023) .
Expertise & Qualifications
- Clinical/Scientific: Infectious disease M.D.; fellowship and postdoc in molecular virology; leadership of late-stage vaccine development and medical governance (GSK, Takeda) .
- Governance: Experience on medical governance and safety boards; oversight of clinical licensure processes .
- Sector focus: Vaccines and global health; internal medicine training .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Outstanding | As-of Date |
|---|---|---|---|---|
| Gary Dubin | — (none disclosed) | <1% (*) | 0 as of 12/31/2024 | Apr 25, 2025 (ownership table) ; Dec 31, 2024 (options) |
- Pledging/Hedging: Company policy prohibits pledging, margin purchases, short sales, and hedging (puts, calls, collars) by officers and directors .
- Ownership guidelines: Not disclosed in proxy materials.
Governance Assessment
- Independence and conflicts: Dubin’s shift from a Takeda designee (non-independent in 2024) to an independent director as of Feb 1, 2025 reduces conflict risk amid material related-party arrangements with Takeda (license, services) and Takeda’s 13.4% holding .
- Committee roles: No committee memberships; limits his direct influence on audit/compensation oversight; however, strong medical/vaccine expertise contributes to board effectiveness on product strategy .
- Attendance and engagement: Board met 16 times in FY2024; each director met the ≥75% participation threshold—no attendance red flags noted for Dubin .
- Pay alignment: As a designee, he received no director pay or equity in 2024; as independent from Feb 2025, he is eligible for standard cash and option grants, which should increase alignment but observed personal share ownership remains minimal as of April 25, 2025 .
- RED FLAGS:
- Historical related-party exposure: Dual role alignment with Takeda while serving on HLVX board prior to Feb 2025 (licensing and services). Independence transition mitigates but does not eliminate perceived influence risk .
- Low direct ownership: No disclosed beneficial share ownership and no options outstanding at FY2024 year-end; ownership alignment depends on future equity grants as an independent director .
Net takeaway: Independence transition is a positive governance signal; ongoing vigilance warranted around Takeda-linked decisions (licensing economics, supply, potential BD outcomes). Strong vaccine governance expertise is additive; strengthen alignment via director equity grants and continued transparent handling of related-party matters .