Jill Andersen
Chief Legal Officer and Corporate Secretary at IVVD
Executive
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 .