William Forbes - Executive Vice President, Chief Development Officer | HERON THERAPEUTICS, INC. /DE/ (HRTX) Executive Profile & Compensation

About William Forbes

William Forbes, Pharm.D., is Executive Vice President, Chief Development Officer at Heron Therapeutics (since June 6, 2023), age 63 as of 2025 . He has 30+ years in pharmaceutical product development, contributing to 14 marketing approvals across U.S. and Europe; he holds a Doctor of Pharmacy from Creighton University and completed fellowships in cardiovascular research (Creighton Cardiac Center) and clinical research (Glaxo) . Company performance metrics tied to NEO bonuses for 2024 were achieved at 115% of target, including total net revenue of $144.2M, EBITDA of -$3.9M, and cash on hand of $59.3M, supporting his 2024 cash bonus outcome .

Past Roles

Organization	Role/Title	Years	Strategic Impact
Trevi Therapeutics, Inc.	Chief Development Officer	2021–2022	Executive leadership in development
Vivelix Pharmaceuticals, Ltd.	President & CEO; Founder	2016–2020	Founded and led all strategic and operational aspects
Salix Pharmaceuticals, Inc.	Chief Development Officer; Head of Medical & R&D	2005–2015	Led Medical and R&D functions
Metabasis Therapeutics, Inc.	Clinical R&D roles	N/D	Clinical research & development
Otsuka America Pharmaceuticals, Inc.	Clinical R&D roles	N/D	Clinical research & development
Glaxo, Inc.	Clinical R&D roles	N/D	Clinical research & development

External Roles

Organization	Role	Years
Beyond Air, Inc. (Nasdaq: XAIR)	Director	Since August 2018
Hallux, Inc.	Director	Since November 2018

Fixed Compensation

Year	Base Salary ($)	Target Bonus (%)	Actual Bonus Paid ($)
2023	575,000	50%	155,653
2024	592,250	50%	340,544
2025	610,018 (annualized)	50%	N/D

2024 Summary Compensation (for context):

Component	2023 ($)	2024 ($)
Salary	329,519	592,250
Stock Awards (grant date fair value)	55,500	129,557
Option Awards (grant date fair value)	917,433	473,779
Non-Equity Incentive (Cash Bonus)	155,654	340,544
Total	1,458,106	1,536,130

Performance Compensation

Annual Incentive Plan – 2024 Corporate Metrics and Payout

Metric	Weight	Target	Actual/Status	Payout Factor
ZYNRELEF & APONVIE revenue	40%	$25.7M–$31.1M	Met – $30.1M	115% overall
CINVANTI & SUSTOL revenue	N/D	$102.3M–$110.1M	Exceeded – $114.2M	115% overall
Total Net Revenue	N/D	$128.0M–$141.2M	Exceeded – $144.2M	115% overall
Operating Expense (ex-SBC & depreciation)	30%	$112.9M–$116.0M	Exceeded – $103.8M	115% overall
EBITDA (ex-SBC & depreciation)	N/D	$(16.7)M–$(19.8)M	Exceeded – $(3.9)M	115% overall
Cash on hand	N/D	$30M–$33M	Exceeded – $59.3M	115% overall
VAN PAS submission (Q2’24)	30%	Submission	Met	115% overall
VAN PAS approval (Q4’24)	N/D	Approval	Met	115% overall
PFS product dev milestones (Q3/Q4’24)	N/D	Milestones	Met	115% overall
ZYNRELEF sNDA approval (Q1’24)	N/D	Approval	Met	115% overall

Committee determined overall corporate performance achievement of 115%, with linear interpolation, driving Forbes’s 2024 bonus to 115% of target (592,250 × 50% × 115% = $340,544) .

Equity Awards – Grant Details and Vesting

Grant Type	Grant Date	Shares/Units	Exercise Price	Vesting	Grant Date FV ($)
Time-based Stock Options	1/19/2024	371,935	$2.09	1/48 monthly over 4 yrs	473,779
Time-based RSUs	1/19/2024	61,989	N/A	1/16 quarterly over 4 yrs	129,557
Inducement Time-based Options	6/6/2023	500,000	$1.11	25% at 1st anniversary, then monthly over 3 yrs	N/D
Inducement RSUs	6/6/2023	50,000	N/A	25% annually over 4 yrs	N/D
Inducement Performance Stock Options (PSO)	6/6/2023	Up to 700,000	$1.11	Vests on stock price goals ($4.50 to $9.00)	N/D

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (3/31/2024)	98,372 shares; <1% of class
RSUs Unvested (12/31/2024)	37,500 (market value $57,375); 50,366 (market value $77,060)
Options – Time-based (12/31/2024)	6/6/2023: 187,500 exercisable; 312,500 unexercisable @ $1.11 (exp. 6/6/2033)
Options – Time-based (12/31/2024)	1/19/2024: 85,235 exercisable; 286,700 unexercisable @ $2.09 (exp. 1/19/2034)
Options – Performance (12/31/2024)	250,000 unearned @ $1.11; single-trigger vesting at CIC based on consideration/stock price
In-the-money status (12/31/2024)	Stock $1.53; $1.11 options ITM ~$0.42; $2.09 options underwater
Hedging/Pledging Policy	2024 policy permitted pledging; hedging/derivatives prohibited; 2025 policy prohibits hedging/derivatives; pledging not explicitly addressed in 2025 proxy
Ownership Guidelines	Not disclosed in the 2024–2025 proxies

Approximate ITM value for exercisable 6/6/2023 options: 187,500 × ($1.53 − $1.11) ≈ $78,750 (computed using disclosed price/strike) .

Employment Terms

Provision	Standard Termination (Without Cause/For Good Reason)	Change in Control (CIC)
Cash Severance	Lump sum equal to current base salary	Lump sum equal to base salary (or higher if at CIC), plus average bonus
Bonus Component	Lump sum equal to average bonus over prior 3 years (or shorter eligibility period)	Same as standard termination
Equity Vesting – Time-based	Accelerated vesting equal to 12 months’ additional service (excludes awards subject to performance)	100% acceleration of outstanding unvested stock awards
Equity Vesting – Performance	N/D	Vests 100% based on actual performance through CIC; PSOs vest on CIC based on per-share consideration (single-trigger)
Benefits Continuation	Company-paid/reimbursed healthcare for 12 months	Company-paid/reimbursed healthcare for 12 months after termination following CIC
CIC Window	N/D	Qualifying termination within 3 months before or 18 months after CIC
Gross-ups	None for excise taxes (280G/4999)
Clawback	Dodd-Frank compliant recoupment policy (financial restatement trigger)

Estimated payout values if triggered on 12/31/2024 (stock $1.53):

Scenario	Base ($)	Avg Bonus/Target ($)	Benefits ($)	Options Acceleration ($)	Stock Awards Acceleration ($)	Total ($)
Termination w/o Cause or Good Reason	592,250	296,125	27,334	52,500	42,835	1,011,044
CIC Termination	592,250	296,125	27,334	921,250	134,435	1,971,394

Investment Implications

Pay-for-performance alignment: 2024 bonus paid at 115% of target directly tied to exceeding revenue, EBITDA, cash and regulatory milestones; equity mix is predominantly time-based options and RSUs with 4-year vesting, plus PSOs with stock price hurdles ($4.50–$9.00), strengthening upside alignment but introducing event-driven vesting at CIC for performance awards .
Retention risk and CIC dynamics: Standard severance at ~1× salary plus average bonus with 12-month benefits is market-median; double-trigger for time-based awards and single-trigger for PSOs upon CIC could reduce post-deal retention leverage and increase near-term exercise/settlement risk if a transaction occurs .
Potential insider selling pressure: As of 12/31/2024, $1.11 options are modestly ITM while $2.09 options are underwater; quarterly RSU vesting and monthly option vesting cadence imply regular supply, though overall beneficial ownership is <1% and unvested RSU market value is limited, indicating low direct selling overhang from Forbes personally .
Governance/Shareholder feedback: No excise tax gross-ups; clawback policy implemented under Dodd-Frank; say-on-pay support declined to ~83% in 2024 from ~98% in 2023, suggesting investor scrutiny of pay design amid performance transition .
Peer benchmarking: Compensation set with reference to a 17-company specialty pharma peer set; committee avoids strict percentile benchmarking, mitigating ratcheting risk while retaining competitiveness for talent .
Related party/ethics: No related person transactions requiring disclosure since Jan 1, 2024; insider trading policy prohibits hedging and derivative transactions; pledging permitted under prior policy but not explicitly addressed in 2025 proxy; no pledges by Forbes disclosed .