Robert Hershberg
About Robert Hershberg
- Robert M. Hershberg, M.D., Ph.D., is HilleVax’s co‑founder, Chairman, President and Chief Executive Officer, and has served on the board since March 2020; he is 62 years old .
- Education: B.S. in Molecular Biology and M.D. from UCLA; Ph.D. in Biology from the Salk Institute .
- Core credentials: former Celgene EVP of Business Development and Global Alliances (2017–2019), CSO (2016–2017), SVP Immuno‑Oncology (2014–2016); previously CEO/co‑founder of VentiRx, CMO at Dendreon, and faculty at Harvard/Brigham .
- Company performance context: HilleVax remains pre‑revenue with negative EBITDA and net income; 2024 net loss widened following the failed Phase 2b pediatric efficacy readout (NEST‑IN1) for HIL‑214 in July 2024, with no clinical benefit on primary or secondary endpoints . See financial table below (values marked with an asterisk are from S&P Global).
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | — | — |
| EBITDA | -$132,466,000* | -$105,083,000* |
| Net Income | -$123,566,000* | -$147,267,000* |
| Cash from Operations | -$86,783,000* | -$108,791,000* |
| Cash & Equivalents | $216,678,000 | $154,467,000 |
Values marked with an asterisk were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Celgene | EVP, Business Development & Global Alliances; member of Executive Committee | 2017–2019 | Led all BD and alliance management prior to Celgene’s sale to BMS . |
| Celgene | Chief Scientific Officer | 2016–2017 | Oversaw scientific platforms, discovery and early clinical development . |
| Celgene | SVP, Immuno‑Oncology | 2014–2016 | Led I‑O research and early development . |
| VentiRx Pharmaceuticals | Co‑founder; CEO (2011–2017); EVP & CMO (2006–2011) | 2006–2017 | Built and advanced a clinical‑stage I‑O pipeline . |
| Dendreon | SVP & CMO | Pre‑2006–? | Led clinical, regulatory, biometrics for Provenge in mCRPC . |
| Corixa | VP, Medical Genetics | 2001–2003 | Functional leadership pre‑acquisition by GSK . |
| Harvard Med/Brigham & Women’s | Assistant Professor / Associate Physician | Early career | Academic/clinical leadership . |
| Frazier Healthcare Partners | Venture Partner | 2020–present | Company creation and biotech investments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Adaptive Biotechnologies | Independent Director | Since 2013 | Public company board service . |
| NanoString Technologies | Independent Director | Since 2015 | Public company board service . |
| Recursion Pharmaceuticals | Independent Director | Since 2019 | Public company board service . |
| Fate Therapeutics | Independent Director | Since 2019 | Public company board service . |
| Silverback Therapeutics | Independent Director | Since 2017 | Public company board service . |
| Institute for Protein Design (UW) | Scientific Advisory Board member | N/A | External scientific advisory role . |
Fixed Compensation
- Base salary: $666,750 for 2024 (increased from $635,622 for 2023) .
- Target annual bonus: 60% of base salary in 2024 (and 2023) .
- Actual bonus paid: $0 for 2024; $373,380 for 2023 (paid in Feb 2024) .
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Comp ($) | Total Comp ($) |
|---|---|---|---|---|---|
| 2024 | 666,750 | 60% | — | 27,756 | 6,734,876 |
| 2023 | 635,622 | 60% | 373,380 | 26,098 | 9,697,495 |
Notes: As an EGC, HilleVax does not conduct say‑on‑pay votes and provides scaled executive compensation disclosure .
Performance Compensation
- Annual bonus framework: Executives were eligible for bonuses based on company/individual performance; the Compensation Committee approved no 2024 bonuses for NEOs .
- Equity program (2024 grants):
- RSUs: 174,202 units granted on Feb 8, 2024; vest in four equal annual installments on each anniversary of grant .
- Stock options: 226,885 options granted on Feb 8, 2024 with a $15.06 strike; 10‑year term; 25% vests at first anniversary (Feb 8, 2025), remainder monthly thereafter .
- Equity program (2023 grants):
- RSUs: 187,966 units granted Feb 1, 2023; vest annually over 4 years .
- Stock options: 381,950 options granted Feb 1, 2023 at $18.00 strike; 10‑year term; 25% at first anniversary then monthly .
- Founders’ restricted stock: 583,097 unvested shares as of Feb 8, 2021 vested in equal monthly installments over 48 months ending Feb 8, 2025; 194,365 vested at grant .
| Incentive type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Company/individual goals (not itemized) | Not disclosed | Not disclosed | 0% payout (no bonuses paid) | N/A |
| RSUs (2/8/2024) | Time‑based | N/A | N/A | Grant value $2,623,482 (FASB ASC 718) | 25%/yr on each 2/8 from 2025–2028 |
| Options (2/8/2024) | Time‑based | N/A | N/A | Grant value $3,416,888 (FASB ASC 718) | 25% on 2/8/2025; monthly thereafter; strike $15.06; exp. 2/7/2034 |
| RSUs (2/1/2023) | Time‑based | N/A | N/A | Grant value $3,383,388 (FASB ASC 718) | 25%/yr each 2/1 from 2024–2027 |
| Options (2/1/2023) | Time‑based | N/A | N/A | Grant value $5,279,007 (FASB ASC 718) | 25% on 2/1/2024; monthly thereafter; strike $18.00; exp. 1/31/2033 |
| Founders’ RS (2/8/2021) | Time‑based | N/A | N/A | N/A | 583,097 monthly through 2/8/2025 |
Equity Ownership & Alignment
- Beneficial ownership: 1,175,295 shares (2.3% of outstanding as of Apr 25, 2025); includes 298,433 options exercisable within 60 days .
- Anti‑hedging/anti‑pledging: Policy prohibits pledging company stock and hedging transactions (e.g., zero‑cost collars, forwards); also prohibits short sales and derivatives trading in company stock .
- Director/CEO board pay: As an employee director, no additional director fees are paid to Hershberg .
| Ownership item | Detail |
|---|---|
| Total beneficial ownership | 1,175,295 shares; 2.3% of outstanding . |
| Options exercisable within 60 days (record date 4/25/2025) | 298,433 shares . |
| Pledging/Hedging | Prohibited by company policy . |
Outstanding equity at FY‑end 2024 (for reference):
| Award | Unvested units at 12/31/2024 | Market value (at $2.07) |
|---|---|---|
| Founders’ restricted stock (2/8/2021) | 24,295 | $50,291 |
| RSUs (2/1/2023) | 140,975 | $291,818 |
| RSUs (2/8/2024) | 174,202 | $260,598 |
| Options (2/1/2023) | 175,060 unexercisable; strike $18.00; exp. 1/31/2033 | — |
| Options (2/8/2024) | 226,885 unexercisable; strike $15.06; exp. 2/7/2034 | — |
Employment Terms
- Employment agreement effective January 6, 2023; base salary $666,750 (2024) and target bonus 60%; requires at least 70% of working time devoted to HilleVax .
- Severance (outside change‑in‑control): 12 months base salary; pro‑rated target bonus for year of termination plus any unpaid prior year bonus; COBRA subsidy during severance period; vesting acceleration for awards scheduled to vest during severance period (Founders’ shares governed separately) .
- Severance (within 24 months after a change‑in‑control, i.e., double trigger): 18 months base salary; target bonus for year of termination plus any unpaid prior year bonus; full vesting acceleration of all unvested equity (Founders’ shares per separate agreement) .
- 280G “best‑pay cap” applies to maximize after‑tax value if excise taxes would otherwise apply .
- Retention bonus letter (March 25, 2025): $500,063 payable if a change‑in‑control occurs on or before March 31, 2026 and he remains in service through closing; also payable upon certain qualifying terminations prior to payment (without cause, death/disability, or resignation for good reason) subject to release .
- Clawback policy adopted consistent with SEC/Nasdaq rules (applies to Section 16 officers) .
Board Governance
- Dual role: CEO and Chairman; board has appointed a Lead Independent Director (Patrick Heron) with defined authorities (chairs executive sessions of independent directors, reviews agendas/materials, facilitates board‑CEO communication, consults on governance and performance) .
- Independence: Board determined that all directors except Drs. Hershberg and Kohli are independent under Nasdaq rules .
- Board/Committees: Audit (Chair: Jeryl Hilleman), Compensation (Chair: Julie Gerberding), Nominating & Corporate Governance (Chair: Patrick Heron) .
- Attendance: Board met 16 times in 2024; each director attended at least 75% of applicable meetings/committees .
Performance & Track Record (selected)
- Pipeline outcome: Phase 2b NEST‑IN1 in infants (HIL‑214) failed primary endpoint and showed no benefit on secondary endpoints in July 2024; safety/immunogenicity consistent with prior data .
- Strategic options: Company disclosed it is exploring development paths and business‑development or strategic alternatives for vaccine candidates following the NEST‑IN1 outcome .
Compensation Structure Analysis
- Mix shift and risk: Pay heavily equity‑oriented via multi‑year RSU and option grants (2023–2024), aligning with long‑term outcomes; no 2024 cash bonus was paid, indicating downward pay sensitivity to results .
- Time‑vesting equity predominates; no disclosed formulaic performance equity metrics (e.g., TSR/EBITDA) in 2023–2024; as an EGC, detailed metric disclosure is limited .
- CIC economics: Double‑trigger equity acceleration plus 18‑month cash and target bonus can be shareholder‑friendly relative to single‑trigger structures; however, the 2025 retention bonus tied to a CIC is an incremental sale incentive .
- Governance mitigants: Anti‑hedging/anti‑pledging policy and clawback policy reduce misalignment and risk behaviors .
Vesting Schedules and Potential Selling Pressure
- Near/medium‑term vesting events (time‑based):
- Founders’ restricted stock monthly vesting completed on February 8, 2025 .
- RSUs (2/1/2023) vest 25% annually through 2027; RSUs (2/8/2024) vest annually through 2028 .
- Options (2/1/2023) and (2/8/2024) vest per 1‑year cliff then monthly thereafter (strikes $18.00 and $15.06, expirations 2033 and 2034) .
- Insider trading policy: Pledging/hedging banned; standard BOD/Section 16 trading controls apply; Section 16 compliance note for 2024 listed late Form 4s for some directors—not naming Hershberg .
- Form 4 flow: Our document index shows no Form 4s available via this system for HLVX; we could not quantify recent net selling/buying pressure from filings in this environment [ListDocuments: type 4 returned none].
Director Compensation (as applicable to dual role)
- As an employee director (CEO/Chair), Hershberg receives no additional director compensation; non‑employee director retainer/option program is separate .
Related‑Party/Conflicts Snapshot
- Major holders: Entities affiliated with Frazier Life Sciences (Heron/Topper) and Takeda are significant shareholders; Hershberg is a Venture Partner at Frazier (since 2020). The proxy details Frazier/Takeda ownership and Takeda licensing/TSAs; no specific related‑party transaction is attributed to Hershberg individually in the disclosures cited here .
Equity Ownership & Compensation Tables (detail)
Summary Compensation (Hershberg):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 666,750 | — | 2,623,482 | 3,416,888 | 27,756 | 6,734,876 |
| 2023 | 635,622 | 373,380 | 3,383,388 | 5,279,007 | 26,098 | 9,697,495 |
Outstanding Awards at FY‑end 2024 (Hershberg):
| Grant | Type | Unexercised (Exercisable) | Unexercised (Unexercisable) | Strike | Expiry | Unvested Units | Value at $2.07 |
|---|---|---|---|---|---|---|---|
| 2/8/2021 | Restricted stock | — | — | — | — | 24,295 | $50,291 |
| 2/1/2023 | RSU | — | — | — | — | 140,975 | $291,818 |
| 2/1/2023 | Option | — | 175,060 | $18.00 | 1/31/2033 | — | — |
| 2/8/2024 | RSU | — | — | — | — | 174,202 | $260,598 |
| 2/8/2024 | Option | — | 226,885 | $15.06 | 2/7/2034 | — | — |
Beneficial Ownership (as of April 25, 2025):
| Holder | Shares | % |
|---|---|---|
| Robert Hershberg, M.D., Ph.D. | 1,175,295 | 2.3% |
| Includes options exercisable within 60 days | 298,433 | — |
Investment Implications
- Alignment and retention: Large time‑vested equity grants and substantial unvested holdings align CEO with long‑term equity value; anti‑hedging/pledging and clawback strengthen alignment controls .
- Sale incentive vs. governance mitigants: The March 2025 CIC‑contingent retention bonus ($500,063) and double‑trigger CIC acceleration create incentives around strategic alternatives; the Lead Independent Director structure, independent committees, and EGC status mitigate—but do not eliminate—dual‑role risks .
- Execution risk: The failed NEST‑IN1 primary endpoint in 2024 materially elevates program and funding risk; lack of 2024 bonuses reflects pay sensitivity to results, but forward value creation depends on re‑design/BD outcomes .
- Trading signals: Without visible Form 4 flow here, near‑term selling pressure is most likely tied to scheduled RSU/option vesting and potential liquidity needs; policy prohibits pledging/hedging, reducing risk of forced selling .
Disclaimer on financial table: Certain values were retrieved from S&P Global.