Jill Andersen
About Jill Andersen
Jill Andersen, J.D., is Chief Legal Officer and Corporate Secretary at Invivyd (IVVD), serving since November 2021; she is 52 years old as of March 22, 2025 and holds a B.S. in Finance from Boston College and a J.D. from Wake Forest University School of Law . Her 2023 incentive pay was explicitly tied to achievement of corporate milestones, including a pre-set “Specified Milestone” related to dosing in the VYD222 pivotal trial that triggered a 200% payout of her target bonus—indicating a strong pay-for-performance link to product execution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oyster Point Pharma, Inc. | General Counsel, Corporate Secretary, Chief Compliance Officer | Jun 2020–Oct 2021 | Led legal/compliance and corporate secretary functions |
| Bristol-Myers Squibb Company | Vice President, Legal | Nov 2019–May 2020 | Senior legal leadership |
| Bristol-Myers Squibb Company | VP & Head of Legal, Inflammation & Immunology Franchise; U.S. Market Access & Contracts | Sept 2016–Nov 2019 | Franchise legal leadership; market access/contracts oversight |
| Novartis Services, Inc. | Vice President & General Counsel, Legal & IP Global Assets | Mar 2015–Sept 2016 | Legal/IP leadership for global assets |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $66,667 | $433,333 | $460,000 | $470,000 |
| Target Bonus (%) | — | — | 40% | — |
| All Other Compensation ($) | $2,513 | $11,197 | $11,680 | — |
Performance Compensation
| Program | Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 Annual Performance Bonus | Corporate goals; pre-set “Specified Milestone” to dose first participant in VYD222 Phase 3 by 9/30/23 | Target bonus %: 40% of base for Andersen | Target defined as 40% of base salary | $368,000 cash | Paid Jan 2024 upon Board determination of 200% attainment |
| 2023 Cash-Based Incentive Program | Pivotal trial dosing milestone (VYD222 CANOPY) | N/A | % of annual bonus target (company-wide program) | $92,000 cash | Paid Sept 2023 following milestone achievement |
| Non-Equity Incentive Plan Compensation (summary) | Aggregate 2023 cash incentives | N/A | N/A | $460,000 total (bonus + cash program) | Paid within standard timelines |
Equity Ownership & Alignment
| Metric | As of Mar 27, 2023 | As of Mar 22, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 439,001 | 910,772 |
| Ownership (% of outstanding) | <1% | <1% |
- Hedging and similar monetization transactions are prohibited company-wide; 10b5-1 plans require designated brokers and strict compliance .
- Pledging and margin accounts are prohibited, reducing forced-sale risk; clawback policy adopted per Rule 10D-1/Nasdaq for restatements .
Outstanding Stock Options (as of December 31, 2023)
| Grant (exercise price, expiration) | Exercisable (#) | Unexercisable (#) |
|---|---|---|
| $30.65; 10/31/2031 | 268,157 | 246,706 |
| $6.78; 01/29/2032 | 275,520 | 299,480 |
| $3.57; 11/02/2032 | 47,395 | 127,605 |
| $1.73; 12/13/2032 | 100,000 | 200,000 |
| $1.44; 11/16/2033 | — | 325,000 |
| $3.59; 12/17/2033 | — | 400,000 |
- Vesting terms: monthly vesting over 3–4 years; select awards vest 25% at first anniversary then monthly thereafter; all grants priced at or above fair market value at grant .
- 2022 year-end outstanding option positions also disclosed with similar schedules .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause / for Good Reason (outside CIC period) | 9 months base salary | Earned Bonus if applicable; Target bonus for year of termination | 9 months continuation | Unvested time-based awards remain outstanding for 3 months post-termination |
| Termination without Cause / for Good Reason (during CIC period) | 12 months base salary | Earned Bonus if applicable; Target bonus for year of termination | 12 months continuation | Immediate acceleration and full vesting of time-based equity |
- Stock Ownership Guidelines apply to executives (guideline presence noted, specific multiples not disclosed) .
- As an emerging growth company, IVVD is exempt from say-on-pay/say-on-frequency votes (no shareholder advisory votes required) .
Track Record, Value Creation, and Execution Risk
- 2023 incentive structure directly linked to clinical execution (VYD222 dosing milestone), resulting in 200% bonus attainment; Andersen’s payout was $368,000 plus $92,000 under the special cash incentive program .
- Role at IVVD: Chief Legal Officer and Corporate Secretary since November 2021, indicating continuity in governance and compliance leadership through key clinical milestones .
Compensation Structure Analysis
- Year-over-year: 2022 vs 2023 shows shift from large 2022 option grant value ($3.245M) to more modest 2023 option grant value ($1.151M), with increased cash incentives in 2023 tied to milestone achievement ($460k) .
- Incentives emphasize corporate milestones rather than financial metrics (e.g., revenue/EBITDA), aligning compensation with clinical progress .
- Hedging/pledging bans and clawback adoption strengthen alignment and reduce governance risk .
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $66,667 | $433,333 | $460,000 |
| Option Awards (grant-date fair value) | $10,142,801 | $3,245,250 | $1,151,338 |
| Non-Equity Incentive Plan Compensation | $177,600 | $174,800 | $460,000 |
| All Other Compensation | $2,513 | $11,197 | $11,680 |
| Total | $10,389,581 | $3,864,580 | $2,083,018 |
Investment Implications
- Pay-for-performance is tightly coupled to clinical milestones; 200% bonus attainment in 2023 based on dosing achievements suggests incentives drive execution on VYD222 development rather than near-term financial metrics .
- Option-heavy equity with multi-year monthly vesting creates ongoing vesting overhang; combined with CIC full acceleration, a strategic transaction could increase near-term insider liquidity, though pledging and hedging prohibitions mitigate forced-sale risk .
- Beneficial ownership remains sub-1%, but sizable option positions imply meaningful upside alignment contingent on long-term equity value creation .
- Severance economics (9-month base + target bonus; CIC 12-month base + target bonus; equity acceleration during CIC) offer retention protection yet can be viewed as moderate change-of-control costs; clawback and insider-trading controls improve governance quality .