Julie Gerberding
About Julie Gerberding
Julie Gerberding, M.D., M.P.H., age 70, has served on HilleVax’s Board since April 2021 and is an independent director under Nasdaq rules. She is Chief Executive Officer of the Foundation for the National Institutes of Health (FNIH) since May 2022, and previously served as Executive Vice President and Chief Patient Officer at Merck (2014–2022) after joining Merck in 2010 as President of Vaccines. She holds a B.A. in Chemistry/Biology and an M.D. from Case Western Reserve University and an M.P.H. from UC Berkeley; she is an Adjunct Associate Professor of Medicine at UCSF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & Chief Patient Officer | Dec 2014 – May 2022 | Corporate social responsibility, ESG, patient engagement, global policy |
| Merck & Co., Inc. | President, Vaccines | Joined 2010 | Expanded global vaccine access |
| U.S. CDC | Director | Not disclosed | Led SARS and >40 emergency responses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for the National Institutes of Health (FNIH) | Chief Executive Officer | Since May 2022 | External health ecosystem leadership |
| Summerbio | Director | Not disclosed | Board service |
| AfterNext HealthTech | Director | Not disclosed | Board service |
| CSIS Commission on Strengthening America’s Health Security | Co-Chair | Not disclosed | Health security policy leadership |
| UCSF | Adjunct Associate Professor of Medicine | Not disclosed | Academic engagement |
Board Governance
- Independence: Board determined all directors other than CEO Robert Hershberg and director Aditya Kohli are independent; Dr. Gerberding is independent .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Lead Independent Director: Patrick Heron (duties include executive sessions of independent directors, agenda review, governance consultation) .
- Board/committee activity: Board met 16 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Compensation Committee met 5 times; Nominating & Corporate Governance met once; Audit met 4 times .
- Insider policies: Company prohibits pledging and hedging; short sales and derivatives in company stock are barred .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash fees (Gerberding, 2024) | $63,962 | Fees earned/paid in cash |
| Director retainer (from May 2024) | $50,000 annual retainer | Standard non-employee director fee |
| Committee chair fees | $15,000 (Compensation Chair) | Audit Chair $20,000; Nominating Chair $10,000 |
| Committee member fees | $7,500 (Compensation member); $5,000 (Nominating member) | Audit member $10,000 |
| Lead Independent Director premium | $25,000 | Not applicable to Gerberding |
Performance Compensation
| Equity Component | 2024 Grant/Value | Vesting/Terms |
|---|---|---|
| Stock options (Gerberding, 2024) | $309,375 (grant-date fair value) | Director annual options typically vest at the earlier of 1-year anniversary or next annual meeting; change-in-control and death/disability vesting protections per plan |
| Outstanding options held (as of 12/31/2024) | 70,000 options | Aggregate options held by each listed non-employee director, including Dr. Gerberding |
| Initial/annual grant structure | Initial: 45,000 options; Annual: 22,500 options | Time-based vesting; no disclosed performance metrics for director equity |
No performance metrics (e.g., TSR, revenue, ESG) are disclosed for director equity compensation; awards are time-based under the 2022 Incentive Award Plan .
Other Directorships & Interlocks
| Company/Entity | Nature | Interlock/Conflict Notes |
|---|---|---|
| Summerbio | Board director | No HLVX-related transactions disclosed – |
| AfterNext HealthTech | Board director | No HLVX-related transactions disclosed – |
- Compensation Committee interlocks: None reported; no HLVX executive served on boards/comp committees of entities with HLVX directors .
Expertise & Qualifications
- Infectious disease and public health leadership (CDC Director; academic role at UCSF) .
- Biopharma vaccine strategy and commercialization (Merck Vaccines President; EVP/Chief Patient Officer) .
- ESG and patient engagement oversight (Merck role covered CSR/ESG) .
- Health ecosystem leadership (CEO of FNIH; CSIS Commission Co-Chair) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 112,025 | As of April 25, 2025 |
| Options exercisable within 60 days | 70,000 | Included in beneficial total (footnote) |
| Shares outstanding (reference) | 50,141,064 | For percentage calculation |
| Ownership as % of shares outstanding | ~0.22% (112,025 ÷ 50,141,064) | Derived from disclosed figures; table marks <1% in proxy |
| Pledging/Hedging | Prohibited by policy | Applies to directors |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; deep vaccine/public health expertise; strong ESG/patient engagement background; active committee service with documented Board/committee meeting cadence .
- Alignment: Mix of cash fees and meaningful equity options; aggregate beneficial ownership includes 70,000 options; corporate policy prohibits pledging/hedging, supporting alignment with shareholders .
- Engagement: Board met 16 times; each director attended ≥75% of meetings and applicable committees in 2024; Compensation Committee met 5 times under her chairmanship .
- Conflicts/Related parties: Proxy’s “Certain Relationships and Related Person Transactions” section does not list Dr. Gerberding in any transaction; no Compensation Committee interlocks reported – .
- Risk indicators: One late Form 4 filing was noted for Dr. Gerberding in 2024 (alongside several directors); company is an Emerging Growth Company and does not conduct say‑on‑pay votes, reducing a shareholder feedback signal on pay .
RED FLAGS: Administrative lapse—one late Form 4 in 2024 . No other conflicts, pledging, or related‑party exposures disclosed –.