Jeryl Hilleman
About Jeryl Hilleman
Independent director since April 2021; age 67. Former public company CFO for ~20 years with deep life sciences finance experience. Education: B.A. in History (Brown University) and MBA (Wharton); Henry Crown Fellows and Aspen Global Leadership Network. Designated by the Board as an “audit committee financial expert,” with independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersect ENT, Inc. | Chief Financial Officer | Jun 2014 – Nov 2019 | Led financial and accounting operations for a public commercial drug delivery firm |
| Ocera Therapeutics, Inc. | Chief Financial Officer | Not disclosed | Public biotech CFO; finance and accounting leadership |
| Amyris, Inc. | Chief Financial Officer | Not disclosed | Public renewable products CFO; finance leadership |
| Symyx Technologies, Inc. | Chief Financial Officer | Not disclosed | Public discovery automation CFO; finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovoCure Limited | Director | Since Jul 2019 | Public company board |
| Minerva Neurosciences, Inc. | Director | Since Jul 2019 | Public company board |
| SI-Bone, Inc. | Director | Since Dec 2019 | Public company board |
| Xenoport, Inc. | Director | Jan 2005 – 2016 (until acquisition) | Public company board |
| Talis Biosciences | Director | Feb 2021 – Jun 2022 | Board service at private/public transition-stage firm |
Board Governance
- Committees: Audit (Chair), Compensation (Member); independent under Nasdaq rules.
- Board leadership: CEO is Chair; Lead Independent Director is Patrick Heron with defined duties and executive session leadership.
- Attendance: Board met 16 times in FY2024; each director attended at least 75% of board and committee meetings. Six directors attended the 2024 annual meeting.
- Risk oversight: Audit oversees financial, internal controls and cybersecurity; Compensation reviews risk in pay programs; Nominating/Governance handles independence, conflicts, and disclosure practices.
- Pledging/hedging: Company policy prohibits pledging, hedging, short sales, and derivative transactions by insiders.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees earned (cash) | $72,540 | FY2024 | As reported in Director Compensation table |
| Director cash retainer program (pre-May 2024) | $40,000 base; $20,000 Lead Independent; $20,000 Audit Chair; $12,000 Compensation Chair; $8,000 Nominating/Gov Chair; $10,000 Audit member; $6,000 Compensation member; $4,000 Nominating/Gov member | Program terms | Amended in May 2024 |
| Director cash retainer program (post-May 2024) | $50,000 base; $25,000 Lead Independent; $20,000 Audit Chair; $15,000 Compensation Chair; $10,000 Nominating/Gov Chair; $10,000 Audit member; $7,500 Compensation member; $5,000 Nominating/Gov member | Program terms | Effective May 2024 |
Performance Compensation
| Equity Award | Grant Value (Fair Value) | Outstanding/Exercisable | Vesting | Strike/Term | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Annual director stock options (2024) | $309,375 | 70,000 options held as of 12/31/2024 | Annual grants vest on the earlier of 1 year or next annual meeting; initial 45,000 options vest monthly over 3 years | Not disclosed in proxy | Awards vest upon death/disability and upon a change in control (per 2022 Plan) |
| Program terms (structure) | N/A | N/A | As above | Exercise price set at grant-date closing per plan practice | 2022 Plan provides change-in-control vesting for director awards |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation committee interlocks | None: No HLVX compensation committee member served as an officer of HLVX or had interlocks with other entities’ boards/comp committees. |
| Shared directorships/interlocks with key counterparties | None disclosed; no family relationships among directors/executives. |
| Related party transactions oversight | Audit Committee reviews/approves related party transactions; formal policy in place. |
Expertise & Qualifications
- Public company CFO for nearly two decades; extensive finance and accounting operations expertise in life sciences.
- Audit committee financial expert and financially sophisticated per SEC/Nasdaq; chairs Audit Committee.
- Education and leadership: BA (Brown), MBA (Wharton), Henry Crown Fellows and Aspen Global Leadership Network.
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 112,025 | Apr 25, 2025 | Includes options exercisable within 60 days |
| Ownership as % of shares outstanding | <1% | Apr 25, 2025 | 50,141,064 shares outstanding; table marks “* Less than 1%” |
| Options exercisable within 60 days | 70,000 | Apr 25, 2025 | Included in beneficial ownership footnote (exercisable or will become exercisable within 60 days) |
| Shares pledged as collateral | Prohibited by policy | Policy disclosure | Insider trading policy prohibits pledging/hedging |
Insider Trading & Section 16 Compliance
| Item | Detail | Period |
|---|---|---|
| Section 16(a) filings | One Form 4 filed late (for a single transaction) | FY2024 |
Governance Assessment
- Alignment: Strong finance/accounting acumen and Audit Chair role with “financial expert” designation underpin rigorous oversight of controls, reporting quality, and cybersecurity; independence affirmed.
- Engagement: Meets attendance standards; participates on two critical committees (Audit Chair; Compensation Member), supporting board effectiveness.
- Pay structure: Balanced mix of cash retainer and equity; equity aligns director interests with shareholders; change‑in‑control acceleration is standard for director awards and not unusual for peers.
- Conflicts: No disclosed related‑party interests for Hilleman; audit committee and formal policies provide conflict controls.
RED FLAGS
- One late Form 4 in FY2024; administrative compliance issue, but limited in scope and disclosed.
- Multiple external public boards (NovoCure, Minerva, SI‑Bone) may present workload considerations; no specific attendance shortfalls disclosed.
Notes on Say‑on‑Pay/Shareholder Feedback
- As an Emerging Growth Company, HLVX is not required to conduct advisory votes on NEO compensation or frequency; director compensation governance overseen by the board/compensation committee.