Herb Cross
About Herb Cross
Herb Cross, age 53, is Chief Financial Officer and Corporate Secretary of Jasper Therapeutics (JSPR) since September 22, 2023; he holds a B.S. in Business Administration from UC Berkeley and is a certified public accountant (inactive) . Company performance context: for FY2024 Jasper reported a net loss of $71.3 million, cash and cash equivalents of $71.6 million, and disclosed pay-versus-performance TSR values of $343 for 2024 and $63 for 2023 (TSR based on a $100 initial investment as defined) . Jasper’s insider trading policy prohibits hedging and pledging, with a clawback policy adopted October 1, 2023 under Rule 10D-1, shaping executive alignment and risk controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atreca, Inc. | Chief Financial Officer | Feb 2019–Sep 2023 | Led initial public offering; oversaw all administrative functions including finance, corporate communications, HR, corporate services |
| ARMO BioSciences, Inc. | Chief Financial Officer | Nov 2017–Jun 2018 | Led IPO; served through sale to Eli Lilly in 2018 |
| Balance Therapeutics, Inc. | Chief Financial Officer | Feb 2016–Nov 2017 | Senior finance leadership |
| KaloBios Pharmaceuticals, Inc. | Chief Financial Officer; Interim CEO | Oct 2013–Nov 2015; Interim CEO Jan–Nov 2015 | Company filed voluntary Chapter 11 in Dec 2015 and emerged in July 2016 |
| Affymax, Inc. | Chief Financial Officer | Nov 2010–Jun 2013 | Senior finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apexigen, Inc. | Director | Jul 2022–Aug 2023 | Board service |
| Apexigen America, Inc. | Director | Oct 2019–Aug 2023 | Board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Sign-on/Retention ($) |
|---|---|---|---|---|
| 2025 (rate) | 493,000 | 45% | — | — |
| 2024 | 476,100 | 45% | 182,108 | — |
| 2023 | 125,615 | 45% | 51,552 | 100,000 (sign-on) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Corporate performance goals (clinical, CMC, research, corporate) | Not disclosed | 45% of base salary | Total attainment 85% | $182,108 | Cash bonus; no vesting |
2024 goals included: positive data in spontaneous/inducible urticaria trials; commence asthma enrollment; expand BEACON/SPOTLIGHT cohorts; CMC milestones; research/translational goals; corporate goals (finance, BD, HR). Compensation Committee determined 85% attainment applied to NEO bonuses .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Apr 30, 2025) | 37,395 shares | Comprised of options exercisable within 60 days; percent of class “*” (<1%) |
| Shares pledged as collateral | None | Hedging/pledging prohibited by policy |
| Stock ownership guidelines | Not disclosed | — |
| Insider trading plans | Permitted 10b5-1 plans | Directors/officers may use Rule 10b5-1 plans under policy |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Sep 22, 2023 | Sep 22, 2023 | 17,188 | 37,812 | 7.80 | Sep 22, 2033 |
| Feb 15, 2024 | Feb 15, 2024 | — | 40,000 | 17.95 | Feb 15, 2034 |
- Standard vesting: 25% at first anniversary, then 1/48 monthly, subject to continued service .
- Initial appointment inducement grant disclosed contemporaneously at 550,000 shares at $0.78 (pre-split basis), vesting over four years; subsequent reporting reflects post-split share counts .
Employment Terms
| Provision | Terms |
|---|---|
| Employment basis | At will |
| Current salary and bonus targets | Base $476,100 in 2024; increased to $493,000 effective Jan 1, 2025; target bonus 45% |
| Severance (non–change-in-control) | If terminated without Cause or resigns for Good Reason: 12 months base salary + up to 12 months COBRA premiums, subject to release |
| Change-in-control (double trigger within 24 months) | 12 months base salary + 100% of target bonus; service-based equity fully vests; performance-based deemed satisfied at target; up to 12 months COBRA; subject to release |
| Clawback | Company-wide clawback policy effective Oct 1, 2023 per Rule 10D-1 (covers erroneously awarded incentive-based compensation tied to financial reporting measures) |
| Hedging/pledging | Prohibited (short sales, derivatives, margin accounts, hedging, pledging) |
| 401(k) | Company matching up to $3,000 per employee in 2024 |
| Tax gross-ups | None; no agreements providing gross-ups |
| 2023 sign-on bonus | $100,000, subject to repayment if departure before Sep 22, 2024 under offer letter terms |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Proposal 3: Advisory vote on NEO compensation | 8,108,299 | 536,022 | 9,718 | 3,360,488 |
| Frequency of Say-on-Pay | One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Proposal 4 | 8,580,886 | 5,444 | 29,171 | 38,538 | 3,360,488 |
Investment Implications
- Pay-for-performance linkage: Cross’s cash bonus is fully formulaic off company milestones with 85% attainment applied to his 45% target bonus, reinforcing operational execution alignment; clawback and strict anti-hedging/pledging strengthen governance controls .
- Retention and selling pressure: Option-heavy equity with 25% cliff then monthly vesting (plus additional 2024 option grant) creates ongoing vesting cadence that can translate into periodic sales via 10b5-1 plans; policy bars hedging/pledging, mitigating misalignment risk .
- Change-of-control economics: Double-trigger CIC provides 1x base plus 100% target bonus and full equity acceleration at target for performance conditions, offering moderate retention protection while preserving deal flexibility; severance (non-CIC) at 12 months is standard for CFOs at small-cap biotech .
- Track record/risk context: Prior CFO roles include leading IPOs (Atreca, ARMO) and navigating KaloBios through Chapter 11—valuable capital markets experience but adds historical restructuring exposure; 2024 net loss and biotech development-stage profile increase sensitivity of bonus outcomes to clinical/CMC delivery .
- Shareholder support: 2025 say-on-pay received strong approval and annual frequency preference, indicating investor acceptance of the current pay mix and governance cadence .
