Shane Maltbie
About Shane Maltbie
Shane Maltbie, 43, is Chief Financial Officer of HilleVax (HLVX) and has served as CFO since January 2023 (previously VP Finance since December 2021). He is a CPA (MA, inactive) with two decades of finance operations experience, has helped raise over $700 million for life sciences companies, and holds a B.S. in Accounting & Business Management (Hartwick College) and an MSA (Northeastern University) . No TSR, revenue, or EBITDA performance metrics specific to his tenure were disclosed in company materials .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HilleVax | Vice President of Finance | Dec 2021–Jan 2023 | Built finance and accounting processes ahead of CFO role |
| TScan Therapeutics (Nasdaq: TCRX) | Vice President of Finance | Dec 2019–Dec 2021 | Led finance org; capital markets readiness |
| Axcella Health (Nasdaq: AXLA) | Corporate Controller and Vice President of Finance | Oct 2015–Nov 2019 | Built finance/accounting and executed IPO |
| Parexel | Director of Technical Accounting | Sep 2013–Oct 2015 | Technical accounting leadership at CRO |
| Deloitte & Touche LLP | Audit (various roles) | ~2003–2013 (approx.) | Audited large multinationals for ~a decade |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 473,000 | 45% (effective Jan 1, 2024) | 0 (no annual bonuses paid for 2024) | Employment agreement initially set target at 40%, increased to 45% for 2024 |
One-time/Retention
| Date | Type | Amount | Trigger/Terms |
|---|---|---|---|
| Mar 25, 2025 | Retention bonus opportunity | 354,750 | Payable if a change in control (as defined in 2022 Plan) occurs on or before Mar 31, 2026 and he remains through closing; payable upon earlier qualifying termination (without cause, death/disability, or good reason) subject to release |
2024 Total Reported Compensation
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 473,000 | 715,681 | 932,124 | 39,375 | 2,160,180 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Company/individual performance metrics | Not disclosed | Not disclosed | Not disclosed | 0 (no bonuses paid for 2024) |
Equity Incentive Awards (2024 grants and vesting)
| Grant Date | Instrument | Shares/Units | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Feb 8, 2024 | RSUs | 47,522 | — | — | 4 equal annual installments on each anniversary of grant, service-based |
| Feb 8, 2024 | Stock Options | 61,894 | $15.06 | Feb 7, 2034 | 25% on Feb 8, 2025; monthly thereafter over 3 years, service-based |
Outstanding Equity at 12/31/2024 (service-vested unless noted)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) |
|---|---|---|---|---|---|---|
| Dec 6, 2021 | Stock Options | 69,341 | 23,114 | $6.99 | Dec 5, 2031 | — |
| Mar 10, 2022 | Stock Options | 11,557 | 5,253 | $8.05 | Mar 9, 2032 | — |
| Feb 1, 2023 | RSUs | — | — | — | — | 32,500 |
| Feb 1, 2023 | Stock Options | 29,791 | 35,209 | $18.00 | Jan 31, 2033 | — |
| Feb 8, 2024 | RSUs | — | — | — | — | 47,522 |
| Feb 8, 2024 | Stock Options | — | 61,894 | $15.06 | Feb 7, 2034 | — |
Notes:
- Company indicates equity awards are generally time-based (four-year vesting), with RSUs vesting annually and options 25% at first anniversary then monthly thereafter .
- Clawback policy adopted for Section 16 officers (recovery of erroneously paid incentive compensation for awards received on/after Oct 2, 2023) .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Outstanding | Details/Footnotes | |---|---|---:|---:|---| | Apr 25, 2025 | 191,399 | * (<1%) | Includes 153,103 options exercisable or becoming exercisable within 60 days ; shares outstanding 50,141,064 |
Additional alignment and trading policy signals:
- Prohibition on pledging/hedging, short sales, margin purchases, and derivatives in company stock (reduces misalignment/hedging risk) .
- Rule 10b5-1 plans: during Q4 2024, none of the officers or directors adopted/terminated a Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangement (limits near-term programmatic selling signals at that time) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment start | Employment agreement effective Jan 6, 2023 |
| Base salary / Target bonus | $473,000 base; target bonus initially 40% of base, increased to 45% effective Jan 1, 2024 |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason outside CIC period: 9 months base salary continuation; prorated target bonus for year of termination plus any unpaid prior-year bonus; COBRA premiums up to severance period/eligibility/new coverage; accelerated vesting of equity that would have vested during the severance period; subject to release and other conditions |
| Severance (CIC period) | Upon qualifying termination during the 24‑month “change in control period”: 12 months base salary continuation; target bonus for year of termination (and any unpaid prior-year bonus if eligible); full acceleration of all unvested equity; subject to release and other conditions (double-trigger structure) |
| 280G treatment | “Best pay cap” applies—payments may be reduced to avoid 4999 excise tax if it yields better net after-tax outcome; no gross‑up |
| At-will | Employment is at-will for all executives |
| Retention bonus | $354,750 retention bonus if a change in control occurs on/before Mar 31, 2026 and he remains through closing; also payable upon earlier qualifying termination (without cause, death/disability, or good reason) subject to release |
Change-in-Control Transaction Treatment (Aug 2025 Merger Agreement with XOMA)
- All options’ vesting accelerates at effective time; in-the-money options (exercise price below $1.95 cash amount) are cashed out for intrinsic value plus one CVR per underlying share; out-of-the-money options are cancelled; RSUs fully accelerate and are cashed out at $1.95 per share plus one CVR per underlying share .
- Given Mr. Maltbie’s option exercise prices ($6.99, $8.05, $18.00, $15.06) relative to the $1.95 cash amount, all appear out-of-the-money and are expected to be cancelled with no cash consideration; value realization would come from accelerated RSUs (plus CVRs) .
Governance and Policies
- Prohibition on pledging, hedging, short sales, margin purchases, and derivative transactions in company stock (alignment positive) .
- Compensation clawback policy aligned with SEC/Nasdaq rules (recoupment of erroneously paid incentive compensation) .
- No nonqualified deferred compensation plans maintained; generally no executive perquisites beyond standard benefits .
Investment Implications
- Pay-for-performance linkage limited: 2024 cash bonus paid 0 despite eligibility; equity mix is time-based RSUs and options, not PSUs, which reduces direct tie to defined performance metrics; however, 2025 retention bonus is single-trigger on CIC and could be viewed as deal-supportive .
- Alignment/pressure: Ownership is <1% with most option value likely zero at $1.95 deal price, leaving RSUs/CVRs as primary value—this points to low incremental insider selling pressure pre-close; anti-hedging/pledging policies further reduce misalignment risk .
- Retention and severance: Double-trigger CIC severance with full equity acceleration plus a separate CIC-contingent retention bonus provides retention to close but could raise pay-for-transaction optics; no 280G gross-up (best-pay-cap) is shareholder-friendly .
- Post-announced deal dynamic: With option awards likely out-of-the-money at the offer price, the CFO’s realized consideration is largely fixed (RSUs + CVR), limiting incentives for incremental pre-close financial window dressing; merger mechanics (tender offer and Section 251(h) back-end) suggest minimal open-market insider selling into close .
Citations: