Patrick Heron
About Patrick Heron
Patrick Heron (age 54) is an independent director of HilleVax (HLVX) and the Board’s Lead Independent Director. He has served on HilleVax’s Board since March 2020 and is Managing General Partner of Frazier Healthcare Partners (since 1999), with prior experience helping develop McKinsey & Company’s West Coast biotechnology consulting practice. He holds a B.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Healthcare Partners | Managing General Partner | 1999–present | Leads life sciences investing; governance oversight across portfolio |
| McKinsey & Company | Biotech consulting (helped develop West Coast practice) | Prior to 1999 | Strategy experience supporting biotech clients |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Arcutis Biotherapeutics, Inc. | Director | Since Apr 2017 | Public biopharma board experience |
| Mirum Pharmaceuticals, Inc. | Director | Since Nov 2018 | Public biopharma board experience |
| Passage Bio, Inc. | Director | 2018–2021 | Prior public board |
| Vaxcyte, Inc. | Director | 2017–2021 | Prior public board |
| Iterum Therapeutics plc | Director | 2014–2021 | Prior public board |
| Various private companies | Director | Various | Private company governance |
Board Governance
- Independence: The Board determined all directors except CEO Robert Hershberg and director Aditya Kohli are independent under Nasdaq rules; this includes Mr. Heron .
- Lead Independent Director: Mr. Heron serves as Lead Independent Director. Duties include chairing executive sessions of independent directors, facilitating communications with the Chair/CEO, reviewing agendas/schedules, consulting on governance and board performance, and other duties set by the Board .
- Committee memberships:
- Audit Committee: Members—Nanette Cocero, Patrick Heron, Jeryl Hilleman; Chair—Jeryl Hilleman; all members independent .
- Compensation Committee: Members—Shelley Chu, Julie Gerberding (Chair), Jeryl Hilleman; all members independent .
- Nominating & Corporate Governance Committee: Members—Nanette Cocero, Julie Gerberding, Patrick Heron, Jaime Sepulveda; Chair—Patrick Heron; all members independent .
- Attendance: The Board met 16 times in fiscal 2024; each director attended at least 75% of Board and committee meetings during their service period . Six directors attended the 2024 annual meeting .
- Hedging/Pledging: Company policy prohibits pledging HLVX stock and hedging transactions; also prohibits margin purchases, short sales, puts/calls on HLVX stock . Insider Trading Compliance Policy adopted and applicable to directors .
Fixed Compensation (Director)
- Program terms (amended May 2024): Annual cash retainer $50,000; Lead Independent Director additional $25,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000; committee member retainers—Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000 .
- Pre-May 2024 terms: Annual cash retainer $40,000; Lead Independent Director $20,000; committee chair/member retainers Audit $20,000/$10,000; Compensation $12,000/$6,000; Nominating & Corporate Governance $8,000/$4,000 .
| Director (2024) | Fees Earned (Cash) | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Patrick Heron | $79,041 | $309,375 | $388,416 |
Notes: Option award values reflect grant-date fair value under ASC 718; actual realized value depends on vesting, exercise, and stock price .
Performance Compensation (Director)
- Equity program (non-employee directors): Initial option grant 45,000 shares vesting monthly over 3 years; annual option grant 22,500 shares vesting at the earlier of 1-year anniversary or next annual meeting; accelerated vesting upon death/disability and upon change in control (as defined in 2022 Plan) .
- Outstanding equity: As of Dec 31, 2024, Mr. Heron held 70,000 stock options to purchase HLVX common stock .
| Equity Metric | Value/Terms |
|---|---|
| 2024 Option Award (fair value) | $309,375 |
| Outstanding Options (12/31/2024) | 70,000 options |
| Vesting Mechanics | Initial 45,000 options: equal monthly over 36 months; Annual 22,500 options: vest by next annual meeting or 1-year mark |
| Change-in-Control Treatment | Director awards vest upon change in control per 2022 Plan |
Equity awards for directors are time-based; no performance (TSR, revenue/EBITDA) conditions are disclosed for director equity .
Other Directorships & Interlocks
- Mr. Heron’s role at Frazier Healthcare Partners overlaps with Frazier-affiliated entities that are significant shareholders of HLVX (see Equity Ownership), representing a potential interlock between a major investor and a director .
- No disclosed committee roles at external boards in the proxy; general public biopharma board experience as noted above .
Expertise & Qualifications
- Deep investment and governance experience across biopharma; Managing General Partner at a leading life sciences investor .
- Strategic/operational advisory background from McKinsey’s biotech practice .
- Education: B.A. (UNC Chapel Hill), M.B.A. (Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Entities affiliated with Frazier Life Sciences | 10,592,062 | 21.1% | Detailed fund breakdown; Heron is a managing member of certain GPs; disclaims beneficial ownership except to pecuniary interest |
| Patrick Heron | 10,662,062 | 21.2% | Includes Frazier-affiliated shares and 70,000 options exercisable within 60 days of Apr 25, 2025 |
- Shares outstanding (record date Apr 25, 2025): 50,141,064 .
- Section 16 compliance: One Form 4 was filed late for Patrick Heron in 2024 (one transaction) .
Governance Assessment
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Strengths:
- Affirmed independence under Nasdaq, despite major shareholder affiliation; Lead Independent Director role adds oversight and balance when Chair is also CEO .
- Active governance: Chairs the Nominating & Corporate Governance Committee and serves on Audit; Board met 16 times in 2024; all directors ≥75% attendance, indicating engagement .
- Equity-heavy director pay (2024: ~$309k options vs ~$79k cash) aligns director incentives with shareholder outcomes; time-based vesting avoids short-term gaming .
- Robust governance policies: prohibition on pledging/hedging; insider trading compliance; related-party transaction oversight by Audit Committee .
-
Watch items / potential conflicts (highlighted for investor monitoring):
- Major ownership/interlock: Frazier entities own ~21% of HLVX; Mr. Heron is Managing General Partner and a managing member of certain Frazier GP entities with shared voting/investment power over HLVX shares (though disclaimed except to pecuniary interest). This concentration can influence governance and strategic outcomes; continued transparency and recusal practices are important .
- Registration rights: Frazier Life Sciences X, L.P. and other August 2021 Note investors have specified registration rights, potentially impacting liquidity and future capital markets actions .
- Section 16 timeliness: One late Form 4 filing for Mr. Heron in 2024; not material alone but worth tracking for compliance discipline .
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Compensation structure signal:
- Cash retainer uplift in May 2024 (from $40k to $50k; Lead Independent premium from $20k to $25k) keeps pace with market while maintaining meaningful equity exposure via option grants, which supports alignment without embedding discretionary or performance metrics that could create bias .
Overall, Heron brings substantial biopharma investing and governance expertise, chairs a key committee, and serves as Lead Independent Director. The principal governance risk is the Frazier interlock given significant ownership and registration rights; mitigants include Board independence determinations, committee oversight of related-party matters, and clear hedging/pledging prohibitions .