William Fodor
About William Fodor
William Fodor, Ph.D., is Chief Scientific Officer (CSO) of HRGN and has been an employee since July 2, 2018 under an at‑will offer letter (executed June 4, 2018). His current base salary is $235,000 (increased effective July 1, 2023 from $228,750). Company context for pay-for-performance: HRGN’s “value of $100 investment” fell to $130 in 2024 (from $296 in 2023 and $274 in 2022), while net losses were $(7.7) million in 2024, $(9.0) million in 2023, and $(6.3) million in 2022 .
Company performance snapshot
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment | $274 | $296 | $130 |
| Net Income (Loss) ($USD thousands) | $(6,253) | $(9,022) | $(7,732) |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $152,500 | $196,490 | $231,755 | $235,000 |
| Option Awards ($) | $386,303 | $— | $— | $— |
| All Other Compensation ($) | $10,552 | $11,359 | $13,310 | $13,472 |
| Total Compensation ($) | $549,355 | $207,849 | $245,065 | $248,472 |
- 2024 “All Other Compensation” comprises $11,750 401(k) match and $1,722 life insurance premium .
- 2023 “All Other Compensation” comprises $11,588 401(k) match and $1,722 life insurance premium .
Performance Compensation
Stock options outstanding and vesting mechanics:
| Grant Date | Options (#) | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|
| 12/29/2021 | 196,103 | 2.30 | Time-based: 25% each Dec 29, 2021–2024 | 12/29/2031 |
| 05/29/2018 | 104,643 | 2.72 | Time-based: 25% each Dec 31, 2018–2021 (fully vested) | 05/29/2028 |
| 05/29/2018 | 104,643 (20,929 exercisable; 83,714 unexercisable) | 2.72 | Performance‑based milestones set by Board (metrics not disclosed) | 05/29/2028 |
Vesting status as of December 31, 2024:
| Vesting Status | Shares |
|---|---|
| Exercisable | 321,675 (196,103 + 104,643 + 20,929) |
| Unexercisable | 83,714 |
Notes:
- HRGN did not grant long-term equity awards to named executive officers in 2024 as part of the annual assessment .
- Performance conditions for the milestone-linked options are not specified in filings (Board-determined milestones) .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 223,624 | 272,650 | 321,675 |
| Ownership % of shares outstanding | 1.6% | 1.9% | 2.0% |
| Options exercisable within 60 days | 223,624 | 272,650 | 321,675 |
- Anti-hedging policy prohibits derivatives and short sales for directors and officers; pledging is not specifically addressed in disclosed policy .
Employment Terms
- At‑will employment; offer letter executed June 4, 2018; employment commenced July 2, 2018 .
- Base salary $235,000 (increased effective July 1, 2023 from $228,750). Eligible for company benefit plans (Amended and Restated Equity Incentive Plan, retirement plans, stock purchase plans, medical insurance) .
- Change‑in‑control and sale event terms (plan‑wide): all options and time‑based awards become fully vested and exercisable upon a “Sale Event” or “Change of Control,” unless assumed/substituted by the acquirer .
- No individual severance multiples, non‑compete/non‑solicit, or garden leave terms are disclosed for Dr. Fodor in proxy filings .
Risk Indicators & Red Flags
- Late Section 16 filing history: Dr. Fodor’s Form 4 filing (reporting December 2021 option grants) was late, alongside certain other insiders (2022 disclosures) .
- Anti‑hedging policy prohibits hedging and short sales; policy requires pre‑approval of transactions by covered persons .
Investment Implications
- Alignment: Fodor’s economic exposure is primarily via options; exercisable options rose to 321,675 shares (≈2.0% of outstanding on a beneficial basis), strengthening “skin‑in‑the‑game,” though much is option‑based rather than owned stock .
- Selling pressure: Time‑based awards from 2021 are fully vested by end‑2024; remaining 83,714 milestone‑based options (2018 grant) are the key unvested tranche, with vesting contingent on unspecified Board milestones and a 2028 expiry—suggesting limited near‑term incremental vest-driven supply absent milestone achievement .
- Retention: No 2024 equity grants for NEOs may temper incremental dilution, but absence of fresh awards reduces lock‑in; retention still supported by outstanding unexercisable milestone options and broad benefit eligibility .
- Overhang in a transaction: Plan‑level single‑trigger acceleration on Sale Event/Change of Control could crystallize value and add technical supply, relevant for event‑driven scenarios .