Stephen Hurly
About Stephen Hurly
Stephen Hurly, age 57, has served as LAVA Therapeutics’ Chief Executive Officer and executive director since June 2019. He holds a B.A. in Engineering from Swarthmore College and an MBA from the University of Chicago. As CEO, he is not independent under Nasdaq rules due to his employment and signed the company’s Q3 2025 Sarbanes-Oxley 302 certification as Principal Executive Officer. LAVA’s proxy does not disclose CEO-linked TSR, revenue growth, or EBITDA growth targets; 2024 corporate goal attainment was assessed at 70%, with individual performance payouts applied to determine cash bonuses. Hedging and pledging of company stock are prohibited for executives, reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sesen Bio, Inc. | President & CEO | Sep 2016 – Aug 2018 | Led late-stage oncology firm through operational leadership |
| Viventia Bio Inc. | President & CEO | Aug 2015 – Sep 2016 | Leadership ahead of acquisition by Sesen Bio (Sept 2016) |
| Burrill & Co. Merchant Banking Division | CEO | Jun 2011 – Aug 2015 | Led life sciences finance business |
| Boenning & Scattergood | Head, Life Sciences Investment Banking | Jun 2008 – Jun 2011 | Ran sector investment banking practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PHusis Therapeutics Inc. (private) | Director | Since May 2011 | Targeted small-molecule therapeutics; ongoing governance and oversight |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Contract Rate) |
|---|---|---|---|
| Base Salary ($) | $576,200 | $602,129 | $629,225 (per amended agreement, Mar 2025) |
| All Other Compensation ($) | $13,200 | $13,800 | N/A |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Not disclosed; corporate goals assessed | 50% of base salary | Corporate goals attained at 70% | $210,745 cash bonus | N/A |
| Equity Awards (2024 options) | N/A | N/A | Grant date fair value $379,387 | Options granted; see vesting table below | Time-based monthly vesting |
Notes: LAVA disclosed 2024 corporate goal attainment of 70% and applied individual performance payouts; detailed metric categories/weights were not itemized in the proxy . No PSU or TSR-tied awards disclosed; equity compensation was options with time-based vesting .
Equity Awards and Vesting Schedules (Outstanding as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 02/11/2020 | 232,934 | — | 2.76 | 02/11/2030 | Standard time-based per plan |
| 12/16/2020 | 472,291 | 22,528 | 2.76 | 12/16/2030 | 33,592 vested 12/16/2021; remainder 36 monthly from 01/16/2022; plus 90,113 vested 03/17/2022; remainder 36 monthly from 04/17/2022 |
| 12/20/2021 | 232,500 | 77,500 | 5.10 | 12/20/2031 | 48 monthly installments starting 01/01/2022 |
| 12/21/2022 | 400,000 | 400,000 | 3.64 | 12/21/2032 | 48 monthly installments starting 02/01/2023 |
| 01/19/2024 | 71,090 | 239,120 | 1.59 | 01/18/2034 | 48 monthly installments starting 02/19/2024 |
Equity Ownership & Alignment
| Ownership Detail | Amount | % of SO |
|---|---|---|
| Total Beneficial Ownership (3/31/2025) | 1,611,683 shares (incl. options exercisable within 60 days) | 5.8% |
| Direct Common Shares | 5,000 | |
| Options exercisable within 60 days | 1,606,683 | |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees |
Stock ownership guidelines for executives were not disclosed; prohibitions on hedging, short selling, and pledging are in effect .
Employment Terms
| Term | Detail |
|---|---|
| Position | President & CEO; executive director since June 2019 |
| Amended & Restated Employment Agreement | Executed March 2025; base salary $629,225; target bonus 50% of salary; CIC acceleration of pre-existing time-based equity immediately prior to a CIC |
| Severance (non‑CIC) | 12 months base salary; up to 12 months COBRA premiums; pro-rated target bonus (lump-sum) upon termination without Cause or for Good Reason |
| Severance (CIC window: 3 months pre–12 months post) | 18 months base salary; up to 18 months COBRA premiums; 1.5× target bonus (lump-sum); full acceleration of time-based equity awards if continued/assumed by buyer at termination |
| Golden parachute tax treatment | No general tax gross‑ups required; executives receive best‑net cut or full benefits under 280G; supplemental reimbursements for continued health coverage provided on a tax gross‑up basis per Purchase Agreement |
| Clawback | Sarbanes-Oxley 304 reimbursement and Dodd‑Frank–compliant clawback policy adopted |
Transaction/Tender Offer Implications (XOMA Royalty Offer)
| Item | Detail |
|---|---|
| Cash Amount per Share | $1.04 per share |
| In‑the‑Money Options (CEO) | 335,100 options; cash consideration $36,861 at Closing; one CVR per underlying share for ITOs; non‑ITOs cancelled |
| Option Treatment | All outstanding options vest at Closing; ITOs settled in cash and CVRs; non‑ITOs cancelled |
| CIC Severance Estimates (CEO) | Salary severance $943,838; bonus severance $471,919; other benefits $189,569 (supplemental reimbursements/tax gross‑up for health coverage); 100% acceleration of time‑based equity at qualifying termination during CIC period |
Compensation Structure Analysis
- Mix shift: 2024 introduced option grants ($379,387 grant-date fair value) after no CEO equity grant in 2023, while cash bonus declined modestly ($230,480 in 2023 vs $210,745 in 2024). Base salary increased ~4.5% YoY to $602,129, with a contractual 2025 rate of $629,225 .
- Performance linkage: 2024 corporate goals achieved at 70% with individual performance payouts; however, specific financial metrics/weights (e.g., TSR, revenue growth, EBITDA) are not disclosed, limiting pay-for-performance traceability vs hard targets .
- Risk/retention: Extensive time-based option ladders with monthly vesting across multi-year schedules; CIC provisions include 18 months base and 1.5× target bonus, plus broad acceleration—elevated retention during deal dynamics but meaningful CIC economics if departure occurs .
Compensation Committee and Peer Benchmarking
- Compensation Committee: Mary Wadlinger, Karen Wilson, and James Noble (independent; Noble as chair) .
- Consultant: Pearl Meyer LLP engaged in 2024 for peer group and policy reviews; Committee assessed severance arrangements, annual bonus program, equity plan, burn/overhang, and regulatory developments; advisors deemed independent under SEC/Nasdaq standards .
- Say‑on‑pay: As a Dutch N.V. listed on Nasdaq, recurring say‑on‑pay votes are not required absent listing on a European regulated market; Board is authorized within policy limits .
Board Governance
- Role: Executive director; not independent due to CEO status .
- Board/committee attendance: Directors (including CEO as director) attended at least 75% of meetings in 2024 .
- Insider trading controls: Insider Trading Policy in place; hedging/pledging prohibited .
Related Party Transactions and Red Flags
- Related party transactions: None beyond employment agreements and indemnification disclosed for executives; transactions subject to independent review under policy .
- Red flags: No option repricing disclosed; no general tax gross‑ups; health coverage supplemental reimbursements under Purchase Agreement are gross‑up items; hedging/pledging prohibited; no legal proceedings disclosed specific to the CEO .
Investment Implications
- Alignment: Hurly’s meaningful option exposure (multi-year ladders) and prohibitions on hedging/pledging support skin-in-the-game, but with primarily time-based vesting rather than explicit performance-based equity; 5.8% beneficial stake largely via options indicates high leverage to equity value creation .
- Retention vs deal incentives: CIC terms provide substantial cash severance and full time-based equity acceleration, reducing departure friction during the XOMA tender process; near-term selling pressure from options is limited—only 335,100 options are in-the-money at $1.04 with $36,861 cash value at Closing (CVR upside optionality remains) .
- Pay-for-performance transparency: Limited disclosure of quantitative performance metrics and weights for annual bonuses constrains assessment of pay alignment with financial outcomes; investors should monitor future disclosures or post-transaction compensation frameworks for clearer KPI linkage .
- Governance/compensation risk: Absence of golden parachute tax gross‑ups is shareholder-friendly; adoption of Dodd‑Frank clawback reduces misconduct risk; active use of independent consultant and committee independence mitigates pay inflation concerns, though ongoing peer group composition and equity overhang warrant monitoring .