Nanette Cocero
About Nanette Cocero
Nanette Cocero, Ph.D., age 62, has served as an independent director of HilleVax (HLVX) since May 2023. She previously served as Global President of Pfizer Vaccines (2019–2022) following diverse executive roles at Pfizer from 2002–2022. Dr. Cocero holds a B.S. in chemistry from Cornell University, a Ph.D. in pharmacology from the University of Pennsylvania, and an MBA from Wharton, providing deep domain expertise in vaccine development and commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Global President, Pfizer Vaccines | Jan 2019–Dec 2022 | Led development and global marketing of vaccines |
| Pfizer Inc. | Executive leadership roles (various) | 2002–2022 | Diverse leadership across biopharma functions |
| Biotech/Pharma Consulting | Management Consultant | Pre-2002 | Advisory in biotech and pharmaceutical industries |
External Roles
- No other current public company directorships disclosed for Dr. Cocero .
Board Governance
- Independence: The Board determined all directors other than CEO Robert Hershberg and Aditya Kohli are independent; audit and nominating committee members, including Dr. Cocero, are independent under SEC and Nasdaq rules .
- Committees: Member, Audit Committee (Chair: Jeryl Hilleman; 4 meetings in 2024) and Member, Nominating & Corporate Governance Committee (Chair: Patrick Heron; 1 meeting in 2024) .
- Attendance: The Board met 16 times in fiscal 2024; each director attended at least 75% of Board and applicable committee meetings. Six directors attended the 2024 annual meeting (names not specified) .
- Lead Independent Director: Patrick Heron serves as Lead Independent Director with responsibilities for executive sessions and agenda oversight .
- Pledging/Hedging: Company policy prohibits pledging and hedging of company stock by directors and officers .
Fixed Compensation
| Year | Cash Fees (Annual + Committee) | Notes |
|---|---|---|
| 2024 | $59,464 | Actual fees earned; program increased retainers in May 2024 (Board $50k; Lead +$25k; Audit Chair +$20k; Comp Chair +$15k; N&G Chair +$10k; Audit member +$10k; Comp member +$7.5k; N&G member +$5k) |
Performance Compensation
| Year | Equity Vehicle | Grant-Date Fair Value | Outstanding as of 12/31/24 | Vesting/Terms |
|---|---|---|---|---|
| 2024 | Stock Options | $309,375 | 67,500 options | Initial grant: 45,000 options vest monthly over 3 years; annual grant: 22,500 options vest by first anniversary or next annual meeting; director awards vest on death/disability and upon change in control |
- No director performance metrics (revenue, EBITDA, TSR, ESG) are tied to director compensation; program is cash retainers plus option-based equity, emphasizing long-term alignment .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed |
| Compensation Committee Interlocks | None; no cross-director/officer interlocks disclosed in 2024 |
Expertise & Qualifications
- Education: B.S. chemistry (Cornell), Ph.D. pharmacology (UPenn), MBA (Wharton) .
- Industry Expertise: Extensive vaccine development, commercialization, and global market leadership from Pfizer tenure; directly relevant to HLVX’s norovirus vaccine strategy .
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Apr 25, 2025 | 53,749 | <1% | Includes 53,749 shares underlying options exercisable within 60 days |
| Dec 31, 2024 | — | — | Held 67,500 stock options outstanding (director total count) |
- Pledging/Hedging: Prohibited by policy (alignment safeguard) .
Governance Assessment
- Strengths: Independent director with top-tier vaccine leadership credentials; active committee member on Audit and N&G; Board-wide attendance at least 75%; prohibition on pledging/hedging; standardized director equity vesting and change-in-control protections consistent with emerging growth practices .
- Alignment: Director pay is modest cash with meaningful option grants (at-risk equity), supporting long-term alignment; no RSUs or cash bonuses for directors, reducing guaranteed, non-performance-based components .
- Conflicts: No related-party transactions involving Dr. Cocero disclosed; major related-party agreements are with Takeda and Frazier affiliates, but not connected to her roles. Compensation committee interlocks not present, reducing information-flow conflicts .
- Red Flags: One late Form 4 filing noted for Dr. Cocero for 2024—a minor compliance lapse; monitor for recurrence. Company policy mitigates hedging/pledging risks, and no share pledging is disclosed for her .
Insider Trades
| Fiscal Year | Event | Detail |
|---|---|---|
| 2024 | Late Section 16 Filing | One Form 4 filed late (also affected several other directors) |