Mark Hensley
HERON THERAPEUTICS, INC. /DE/About Mark Hensley
Mark Hensley, age 42, is Executive Vice President and Chief Operating Officer of Heron Therapeutics (HRTX) since April 28, 2025. He holds a B.S. in Biology with a minor in Chemistry from the University of North Texas and previously served as CEO (2021–2024) and COO/Chief Commercial Officer (2018–2021) at Veloxis Pharmaceuticals; earlier roles included positions of increasing responsibility at Cornerstone Therapeutics and Chiesi USA . Company performance context: Heron’s 2024 corporate goals emphasized revenue, operating expense, and regulatory milestones, achieving 115% of corporate targets and delivering total net revenue of $144.2M and EBITDA of $3.9M for 2024 . The company’s cumulative TSR (fixed $100 investment) was $7.23 over 2021–2024, while net losses narrowed from $(220.7)M (2021) to $(13.6)M (2024) and total net revenue rose from $86.3M (2021) to $144.3M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veloxis Pharmaceuticals | Chief Executive Officer | 2021–2024 | Led fully integrated specialty pharma; operational leadership through growth phase |
| Veloxis Pharmaceuticals | Chief Operating Officer; Chief Commercial Officer | 2018–2021 | Built commercial operations and scaled execution |
| Cornerstone Therapeutics | Various leadership roles | Not disclosed | Progressive responsibilities in specialty pharma |
| Chiesi USA | Various leadership roles | Not disclosed | Progressive responsibilities in specialty pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings reviewed | — | — | No external board or public-company directorships mentioned for Hensley |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $553,000 | Effective April 28, 2025 |
| Target Bonus % | 50% of base salary | $276,500 target (pro-rated for 2025) |
| Perquisites | None disclosed | Company states no perquisites in NEO program |
| Retirement/401(k) | Company match up to 3% (50% of employee contributions; cap $9,900 for 2024) | Broad-based program applicable to executives |
Performance Compensation
Heron’s bonus framework is pay-for-performance, using corporate goals; in 2024, overall corporate achievement was 115% for NEOs (guides structure likely applicable to Hensley’s plan from 2025 onward) .
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| ZYNRELEF + APONVIE revenue | 40% (part of revenue mix) | $25.7M–$31.1M | $30.1M | Contributed to overall corporate achievement |
| CINVANTI + SUSTOL revenue | 40% (part of revenue mix) | $102.3M–$110.1M | $114.2M (Exceeded) | Contributed to overall corporate achievement |
| Total Net Revenue | Aggregate | $128.0M–$141.2M | $144.2M (Exceeded) | Corporate performance rated 115% |
| Operating Expense (non-GAAP) | 30% | $112.9M–$116.0M | $103.8M (Exceeded) | Contributed to overall corporate achievement |
| EBITDA (non-GAAP) | 30% | $(16.7)M–$(19.8)M | $3.9M (Exceeded) | Contributed to overall corporate achievement |
| Cash on hand | 30% | $30.0M–$33.0M | $59.3M (Exceeded) | Contributed to overall corporate achievement |
| Regulatory milestones (VAN PAS submission/approval; PFS milestones; ZYNRELEF sNDA approval) | 30% | As specified by goals | Met | Contributed to overall corporate achievement |
| Overall Corporate Achievement | — | 100% target | 115% | Applied to NEO bonuses; linear interpolation and capped at 150% |
Notes:
- Minimum threshold ≥75% for any payout; capped at 150%; committee retained discretion but did not adjust 2024 payouts .
Equity Ownership & Alignment
Initial inducement equity awards granted upon appointment (outside the 2007 Plan under Nasdaq 5635(c)(4), but subject to plan terms) :
| Award Type | Shares | Grant Date | Vesting | Exercise/Price Terms |
|---|---|---|---|---|
| Time-based Stock Option | 500,000 | 2025-04-28 | 25% on first anniversary; remaining 75% monthly over next 3 years | Exercise price = Nasdaq closing price on grant date; 10-year term |
| Restricted Stock Units (RSUs) | 500,000 | 2025-04-28 | 25% each year on the first four anniversaries | Fair value based on market price at grant; service-based vesting |
| Performance Stock Option (PSO) | Up to 900,000 | 2025-04-28 | Vests on achievement of specified stock price goals during employment and option term | Exercise price = Nasdaq closing price on grant date; 10-year term |
Vesting schedule detail (supply/overhang considerations):
- RSUs: 125,000 shares vest on 2026-04-28, 2027-04-28, 2028-04-28, and 2029-04-28, subject to continuous service .
- Option (time-based): 25% (125,000 options) vest on 2026-04-28; remaining 75% vest monthly over 36 months thereafter (service-based) .
- PSO: Vests upon stock price achievements; creates potential upside-aligned exposure but no time-based vest absent price targets .
Policies affecting alignment and trading:
- Hedging and speculative transactions (short sales, puts, calls) by insiders are prohibited under Heron’s Insider Trading Policy .
- Clawback policy applies to incentive compensation tied to financial reporting measures (including stock price and TSR) for current/former executive officers, covering the three prior fiscal years in case of restatement-driven overpayment .
Employment Terms
Hensley entered a Management Retention Agreement substantially similar to the CFO and Chief Development Officer agreements described in the April 30, 2025 proxy .
| Provision | Non-CIC Termination (Without Cause / Good Reason) | CIC-related Termination (within 3 months before or 18 months after CIC) |
|---|---|---|
| Cash Severance | Lump sum = annual base salary + average bonus (prior 3 years or shorter eligible period) | Lump sum = annual base salary (or higher if at CIC) + average bonus (prior 3 years or shorter eligible period) |
| Benefits | Company-paid healthcare up to 12 months (or until ineligible) | Company-paid healthcare up to 12 months (or until ineligible) |
| Equity Acceleration | Time-based awards accelerate as if 12 months of service post-termination (performance awards excluded) | 100% acceleration of all outstanding and unvested stock awards upon qualifying termination |
| Definitions | “Cause” includes theft/fraud/misconduct/material policy breach; “Good Reason” includes material role or pay reduction or forced relocation (>40 miles), with notice/cure provisions | Same definitional framework applies |
Compensation Committee Analysis
- Compensation Committee: Dr. Sharmila Dissanaike (Chair), Susan Rodriguez, Craig Johnson; all independent, meeting three times in 2024 .
- Independent consultant (Compensia) engaged to assess market competitiveness and design for executives/directors; committee determined no conflicts per Nasdaq/SEC rules .
- Program features: significant pay-at-risk, multi-year vesting, clawbacks, minimum one-year vesting, no perquisites, no excise tax gross-ups, no option repricing without shareholder approval .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 decisions (size/industry comparables with marketed products): AERI, ALBO, CHRS, COLL, DCPH, EGRX, ESPR, EYPT, GTHX, ICPT, KPTI, OCUL, OPTN, RIGL, VNDA, VCEL, XERS .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting say-on-pay support for 2023 NEO compensation: approximately 83% of votes cast (down from ~98% for 2022 results at 2023 meeting); Board and committee noted feedback in 2024 decisions .
Investment Implications
- Pay-for-performance alignment: 50% bonus target and large performance stock option (up to 900k) tie Hensley’s upside to revenue/EBITDA/regulatory execution and stock price appreciation; clawbacks and hedging bans reinforce alignment .
- Vesting/supply dynamics: Four annual RSU tranches (125k each starting 2026-04-28) and monthly option vesting post-2026 add predictable supply; monitor around vest dates for selling pressure signals (Form 4s) .
- Retention/CIC economics: Double-trigger CIC with full acceleration of unvested equity and cash severance (base + average bonus) reduces turnover risk but may create event-driven overhang in change-of-control scenarios .
- Performance track record context: Company improved revenue and EBITDA and narrowed losses in 2024; TSR remains challenged; Hensley’s operational pedigree (Veloxis/COR/Chiesi) targets execution risk mitigation as Heron pursues growth and capital structure refinancings .