Jaime Sepulveda
About Jaime Sepulveda
Jaime Sepulveda, M.D., D.Sc., M.P.H., age 71, is a Class II independent director of HilleVax (HLVX) serving since February 2021. He is the Haile T. Debas Distinguished Professor of Global Health and Executive Director of the UCSF Institute for Global Health Sciences; previously, he led Integrated Health Solutions and Special Initiatives at the Bill & Melinda Gates Foundation and served as Mexico’s Chief Epidemiologist, Director General of the National Institutes of Health, and Vice Minister of Health. He holds an M.S. in Public Health, an M.S. in Tropical Medicine, and a Ph.D. from Harvard; he is an elected member of the National Academy of Medicine and the American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Mexico | Chief Epidemiologist; Director General of National Institutes of Health; Vice Minister of Health | Apr 1985–Nov 2006 | National public health leadership, epidemic response |
| Bill & Melinda Gates Foundation | Director, Integrated Health Solutions; Director, Special Initiatives; Senior Fellow (Global Health Program) | Mar 2007–Aug 2011 | Global health program design and execution |
| Gavi, the Vaccine Alliance | Board Member; Executive Committee Chair; Board Vice Chair | 2007–2011 (during Foundation tenure) | Governance of global vaccine financing and delivery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCSF Institute for Global Health Sciences | Executive Director; Haile T. Debas Distinguished Professor of Global Health | Sep 2011–present | Academic leadership in global health |
| Harvard University | Board of Overseers (elected) | 2002–2008 | Governance role at Harvard |
| National Academy of Medicine; American Academy of Arts and Sciences | Elected Member | N/A | Professional recognition |
Board Governance
- Independence: The Board determined Sepulveda is independent under Nasdaq rules; only the CEO (Hershberg) and Aditya Kohli are non-independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee; the committee met once in FY2024; Chair is Patrick Heron .
- Attendance: Board met 16 times in FY2024; each director attended at least 75% of board and committee meetings during their service period .
- Lead Independent Director: Patrick Heron serves as Lead Independent Director .
- Insider trading policy: Company prohibits pledging, hedging, margin purchases, short sales, and derivative transactions in company stock .
Fixed Compensation
Director fee schedule (amended May 2024):
| Component | Pre-May 2024 | Post-May 2024 |
|---|---|---|
| Annual Board Retainer (non-employee director) | $40,000 | $50,000 |
| Lead Independent Director Retainer | $20,000 | $25,000 |
| Audit Chair | $20,000 | $20,000 |
| Compensation Chair | $12,000 | $15,000 |
| Nominating & Governance Chair | $8,000 | $10,000 |
| Audit Committee Member | $10,000 | $10,000 |
| Compensation Committee Member | $6,000 | $7,500 |
| Nominating & Governance Member | $4,000 | $5,000 |
Actual cash fees paid to Sepulveda:
| Year | Cash Fees ($) |
|---|---|
| 2023 | $44,000 |
| 2024 | $50,255 |
Performance Compensation
Annual director equity grants:
- Initial option grant: 45,000 options upon board election; vests monthly over 3 years .
- Annual option grant: 22,500 options; vests on earlier of first anniversary or next annual meeting .
- Change-in-control/death/disability: Director awards vest upon a change in control or death/disability .
Director equity awarded and outstanding:
| Year | Option Awards (Grant-Date FV, $) | Options Outstanding (as of 12/31/24) |
|---|---|---|
| 2023 | $309,110 | 22,500 options |
| 2024 | $309,375 | 70,000 options (as of 12/31/24 for Sepulveda) |
Performance metric linkages (director pay): None disclosed for non-employee director equity; awards are time-based and role-based, not tied to TSR/EBITDA/ESG metrics .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public-company directorships are disclosed for Sepulveda |
- Interlocks or related-party exposure: No Sepulveda-specific related-party transactions disclosed; related transactions primarily involve Takeda agreements and Frazier entities, with committee oversight for related-party approvals .
Expertise & Qualifications
- Global health and vaccine governance expertise from Gates Foundation and Gavi leadership .
- Senior public health leadership experience across Mexico’s national health institutions .
- Academic leadership at UCSF with global health credentials; Harvard Ph.D./M.S. degrees and elected honors .
Equity Ownership
| Metric | FY2023 (as of 4/1/2024) | FY2024 (as of 4/25/2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 67,025 | 112,025 |
| Ownership % of Shares Outstanding | <1% | <1% |
| Options Exercisable within 60 Days | 25,000 | 70,000 |
| Shares Subject to Repurchase/Restrictions | 7,880 | — (not disclosed) |
Hedging/pledging: Prohibited for directors under insider trading policy .
Insider Trades and Section 16 Compliance
- Form 4 filings for Sepulveda in 2025: Apr 30, 2025; Jun 25, 2025; Sep 17, 2025 . SEC archive examples: Apr 30, 2025 ownership XML and Jun 25, 2025 ownership XML .
- Proxy-stated compliance: one late Form 4 filing in FY2024 for Sepulveda (and certain directors) .
- Note: External source indicates post-M&A disposition and zero holdings at $1.95 per share (contingent value right) for HLVX insiders, including Sepulveda, in a later event; verify timing and terms in SEC forms before relying for trading decisions .
Say-on-Pay & Shareholder Feedback
- Emerging Growth Company: HilleVax is not required to conduct say-on-pay votes; scaled executive compensation disclosures apply .
- 2025 Annual Meeting results (Item 5.07 8-K): Class III directors elected; ratification of EY LLP passed (38,241,645 votes For) .
Governance Assessment
- Board effectiveness: Sepulveda contributes deep public health and vaccine governance expertise; independent status supports objective oversight .
- Engagement: Meets attendance thresholds; serves on Nominating & Corporate Governance (board independence/conflicts oversight) .
- Alignment: Holds options and common shares; ownership level <1% typical for non-employee directors; hedging/pledging prohibited (positive alignment signal) .
- RED FLAGS: One late Section 16 Form 4 in FY2024 (administrative), but no Sepulveda-specific related-party transactions disclosed .
- Compensation mix: Predominantly fixed cash retainer plus time-based stock options—no disclosed performance metrics for director pay; fee increases in May 2024 modest and aligned with market .
Compensation Details (Director)
| Year | Annual Retainer (Cash) | Committee Fees (Cash) | Option Awards (Grant-Date FV, $) | Notes |
|---|---|---|---|---|
| 2023 | Included in $44,000 total | Included in $44,000 total | $309,110 | 22,500 annual option grant; vesting per program |
| 2024 | Included in $50,255 total | Included in $50,255 total | $309,375 | Options outstanding: 70,000 as of 12/31/24 |
Vesting schedules: Initial director options vest monthly over 3 years; annual grants vest by next annual meeting or first anniversary; awards vest upon change-in-control/death/disability .
Related-Party Transactions
- No Sepulveda-specific related-party transactions disclosed. Company-level related transactions include Takeda license and transitional services; audit committee pre-approves related party transactions and monitors compliance with the code of ethics .
Compensation Committee Analysis (Context)
- Compensation Committee members: Chu, Gerberding (Chair), Hilleman; all independent during FY2024 .
- Interlocks and insider participation: No interlocks; none of the committee members have served as HilleVax officers/employees .
- Use of independent compensation consultants: Not disclosed.
Risk Indicators & Red Flags
- Late Section 16 Form 4 (minor administrative lapse) .
- No pledging/hedging permitted (mitigates alignment risk) .
- No Sepulveda-related transactions or conflicts disclosed (low related-party risk) .
- Shareholder support metrics available for board elections; EGC status limits say-on-pay signals .