Daniel Hicklin
About Daniel Hicklin
Daniel J. Hicklin, Ph.D., age 62, is President, Chief Executive Officer, and a director of Werewolf Therapeutics (HOWL). He founded Werewolf in October 2017 and has served as CEO since August 2019; he has been on the board since October 2017. Hicklin holds an M.S. and Ph.D. in Microbiology and Immunology from New York Medical College and a B.S. from the University of Iowa, with extensive oncology drug discovery experience at Merck (formerly Schering-Plough Research Institute) and ImClone Systems, plus founder/CEO roles at Potenza Therapeutics and CoStim Pharmaceuticals; he also served as Executive Partner and advisor at MPM Capital and sits on The Mark Foundation for Cancer Research’s Industry Advisory Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Werewolf Therapeutics | Founder; President & CEO | Founder Oct 2017; CEO since Aug 2019 | Founded company; leads strategy and execution |
| MPM Capital | Executive Partner; Advisor | Exec Partner 2014–Dec 2019; Advisor Jan 2020–Dec 2022 | Venture leadership, oncology portfolio guidance |
| Potenza Therapeutics | Founder; President & CEO | Apr 2014–Dec 2018 | Built immuno-oncology pipeline; sale to Astellas (Dec 2018) |
| CoStim Pharmaceuticals | President & Chief Scientific Officer | Aug 2013–Feb 2014 | Led checkpoint programs; company sold to Novartis (Feb 2014) |
| Merck Research Laboratories | Biologics Strategy Lead, Immuno-Modulation Discovery | Years not disclosed | Led oncology biologics strategy and discovery teams |
| ImClone Systems | Vice President, Experimental Therapeutics | Years not disclosed | Advanced oncology experimental therapeutics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Mark Foundation for Cancer Research | Industry Advisory Committee member | Current (years not disclosed) | Contributes to translational cancer research strategy |
| Various private biotechnology companies | Director | Years not disclosed | Governance and development oversight at private biotechs |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 583,440 | 608,237 |
| Target Bonus (%) | — | 55% |
| Actual Bonus ($) | 332,561 | 364,638 |
| Option Awards – ASC 718 FV ($) | 438,640 | 1,559,867 |
| All Other Compensation ($) | 12,263 | 12,857 |
| Total ($) | 1,366,904 | 2,545,599 |
| Notes on “All Other” | Life insurance $918; LTD tax gross-up $1,589; 401(k) match $9,756 (2023) / $10,350 (2024) | Life insurance $918; LTD tax gross-up $1,589; 401(k) match $10,350 (2024) |
Performance Compensation
- Annual cash incentive: bonus determined at the discretion of the board/compensation committee based on achievement of company goals and individual objectives; 2024 target was 55% of salary, and payout was $364,638 for Hicklin .
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company goals & individual objectives (specific metrics not disclosed) | 55% of base salary | Not disclosed (qualitative achievement noted) | $364,638 | N/A |
- Equity incentives: stock options are primary vehicle; grants at fair market value with time-based vesting in equal monthly installments over ~4 years; RSUs have not been granted to executives to date .
| Grant | Shares | Grant Date | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Options (Annual grant) | 435,000 | Jan 2, 2024 | $4.64 (matches FY2024 award in outstanding table) | Equal monthly, Feb 1, 2024–Jan 1, 2028 | 12/31/2033 |
| Stock Options (Annual grant) | 295,500 | Jan 3, 2023 | $2.05 (matches FY2023 award in outstanding table) | Equal monthly, Feb 1, 2023–Jan 1, 2027 | 12/31/2032 |
Equity awards may include time-based and performance-based options; the specified 2023–2024 grants to Hicklin are time-based monthly vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,108,575 shares; 4.7% of outstanding (44,873,646 shares outstanding as of Apr 14, 2025) |
| Outstanding Options (FY2024 end) | Exercisable and unexercisable details below |
| Hedging/Pledging | Insider trading policy prohibits short sales, derivatives hedging, margin accounts, or pledging by employees/directors and their controlled entities |
| Stock Ownership Guidelines (Execs) | No formal equity ownership guidelines for executive officers |
| 10b5-1 Trading Plans | Permitted under policy; can be adopted/amended when not in possession of MNPI |
Outstanding equity awards at FY2024 end (Hicklin):
| Number Exercisable | Number Unexercisable | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|
| 727,377 | 0 | 4.77 | 12/7/2030 | Historical grant; fully vested |
| 142,464 | 12,952 | 16.00 | 4/29/2031 | Vests monthly from Apr 30, 2021 over 4 years |
| 157,418 | 58,470 | 11.55 | 1/5/2032 | Vests monthly from Jan 1, 2022 over 4 years |
| 141,593 | 153,907 | 2.05 | 12/31/2032 | Vests monthly from Jan 1, 2023 over 4 years |
| 99,687 | 335,313 | 4.64 | 12/31/2033 | Vests monthly from Jan 1, 2024 over 4 years |
Employment Terms
| Provision | Hicklin Terms |
|---|---|
| At-will; Agreement Effective | Employment agreements effective April 29, 2021; employment at will |
| Initial Base/Target Bonus at Signing | $510,000 base; 50% target bonus |
| Severance (No Change-in-Control) | Termination without cause/for good reason: 12 months base salary (paid on regular payroll); 6 months additional vesting acceleration on time-based equity |
| Change-in-Control (Double Trigger) | If term occurs within 3 months prior to or 12 months post-CIC: 18 months base salary (lump sum); full target bonus for year of termination (lump sum); COBRA premiums for same months; full acceleration of all unvested time-based equity |
| Restrictive Covenants | Non-compete, non-solicit, confidentiality, and IP assignment agreements |
| Clawback | Nasdaq-compliant policy to recoup excess incentive-based compensation tied to restatements over prior 3 completed fiscal years; applies to financial metrics, stock price, and TSR (reasonable estimate if needed) |
Board Governance
- Independence: Hicklin is not an independent director due to his CEO role; board determined all current directors and nominees except Hicklin and Briggs Morrison are independent under Nasdaq rules .
- Leadership: Chair and CEO roles are separated; the chair is independent. Independent directors meet in executive session; chair leads board oversight and executive sessions .
- Committees and Chairs: Audit (Chair: Michael Sherman; members: DiRocco, Lazarus, Sherman, Singhal); Compensation (Chair: Alon Lazarus; members: Chatterjee, Evnin, Lazarus, Sherman); Nominating & Corporate Governance (Chair: Luke Evnin; members: Atkins, Chatterjee, DiRocco, Evnin) .
- Board Attendance: Full board met five times in 2024; each director attended ≥75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Director Pay: Hicklin receives no additional compensation for his director service .
Director Compensation (for completeness)
| Fee/Grant | Chair ($) | Member ($) |
|---|---|---|
| Board cash retainer (2024) | 70,000 | 40,000 |
| Audit Committee | 15,000 | 7,500 |
| Compensation Committee | 10,000 | 5,000 |
| Nominating & Corporate Governance | 8,000 | 4,000 |
| Non-employee director annual option grant (2024) | — | 17,500 shares; vests in full by next AGM/1 year |
| New director initial option grant (2024) | — | 35,000 shares; vests 1/3 at 1 year, then monthly to year 3 |
| Effective Jan 1, 2025 updates | — | Initial grant 54,000; annual grant 27,000 shares |
Compensation Committee Analysis
- Composition and activity: Compensation Committee met three times in 2024; responsibilities include CEO and NEO pay decisions, incentive plan oversight, clawback policies, director compensation, and succession planning; members are independent under Nasdaq/SEC rules .
- Consultant and benchmarking: Committee retained Pearl Meyer & Partners for executive and director compensation guidance; engages in competitive benchmarking against a peer group of publicly traded companies (peer composition and target percentile not disclosed) .
Related Party Transactions and Policies (risk controls)
- Related party transaction policy: Audit Committee reviews and must approve transactions >$120,000 involving related persons, with specific criteria on fairness and ordinary-course treatment .
- Anti-hedging/pledging: Strict prohibition on hedging, short sales, margin, and pledging for employees/directors and controlled entities .
- Insider trading/10b5-1: Covered persons may adopt Rule 10b5-1 plans during open windows when not in possession of MNPI; trades can occur per preset parameters .
Investment Implications
- Pay-for-performance alignment: Compensation mix shifted toward equity in 2024, with a materially larger option grant than 2023, reinforcing long-term alignment but with time-based vesting rather than explicit performance metrics; RSUs/PSUs are not in use for executives to date .
- Vesting and potential selling pressure: Monthly vesting across large option grants creates regular potential liquidity events; while 10b5-1 plans are permitted, hedging/pledging is prohibited, mitigating leveraged sell pressure risk .
- Ownership alignment: Hicklin’s 4.7% beneficial stake is meaningful for a small-cap biotech, supporting alignment; absence of formal executive ownership guidelines reduces external enforcement but policy bans pledging .
- Retention and change-in-control economics: Double-trigger CIC protection with 18 months salary, target bonus, and full time-based equity acceleration creates strong retention and sale-protection incentives; non-compete/non-solicit covenants protect IP and talent .
- Governance: Dual role is mitigated by an independent chair and independent committees; Hicklin is not on key committees, supporting oversight balance .
- Minor red flag: Presence of tax gross-ups on LTD insurance in “all other” compensation is shareholder-unfriendly, but amount is de minimis .