Stephen Hill
About Stephen Hill
Stephen Hill (age 54) is Chief Operating Officer of Lyell Immunopharma (LYEL). He joined Lyell in June 2019 as Chief Technical Operations Officer and has served as COO since October 2021; prior roles include senior manufacturing leadership at AstraZeneca and Amgen. He holds an MBA and a B.S. in Microbiology and a B.A. in Political Science from the University of Washington . Company performance context: Lyell reported a GAAP net loss of $133.7M for 9M 2025 vs $151.1M for 9M 2024; revenue was $30K for 9M 2025 vs $50K for 9M 2024 . The company’s “Pay vs Performance” disclosure shows cumulative TSR value for an initial $100 investment of $44.83 (2022), $25.06 (2023), and $8.27 (2024) .
Financial performance snapshot (company-level)
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Revenue ($USD Thousands) | $50 | $30 |
| Net Loss ($USD Thousands) | $(151,059) | $(133,725) |
TSR context (company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 initial investment (TSR) ($) | $44.83 | $25.06 | $8.27 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AstraZeneca | SVP, Head of Global Biologics Operations | 2018–2019 | Led global biologics operations |
| AstraZeneca | VP, Site Head | 2016–2018 | Site leadership for biologics manufacturing |
| Amgen | VP, Bulk Manufacturing; Exec Director Plant Manager; Exec Director Manufacturing Technologies | 2012–2016 | Manufacturing and technologies leadership |
External Roles
No external board roles disclosed in the proxy biography for Stephen Hill .
Fixed Compensation
- Base salary: $514,488 (2024) vs $504,400 (2023) (+2.0%) .
- Target annual bonus opportunity: 55% of base salary (increased from 50% upon promotion to COO in Nov 2021) .
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $504,400 | $516,738 |
| Target Bonus (%) | 55% (post-promotion) | 55% |
| Target Bonus ($) | $277,420 (55% of 2023 base; indicative context) | $282,968 |
| Actual Cash Bonus ($) | $208,065 | $226,400 |
| Other Compensation ($) | $8,018 | $7,304 (life insurance incl. tax $2,554; 401(k) match $4,750) |
Performance Compensation
- 2024 corporate bonus metrics and weighting: 60% accelerate clinical (LYL797, LYL119, LYL845), 25% research/manufacturing tech, 15% people/financial resource management; Board assessed 80% achievement; NEO bonus pool paid at 80% of target .
- Equity awards (2024): 400,000 stock options and 280,000 PSUs granted; PSUs tied to two- and three-year relative TSR (rTSR) and clinical milestones; PSU payouts range from 0–200% of target for rTSR; clinical milestone PSUs vest 50% at achievement and 50% after one year or at the end of the three-year period; all subject to continued service .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Composite corporate goals (clinical advancement, tech, resource mgmt) | 60% / 25% / 15% | $282,968 | $226,400 (80% of target) | N/A |
| PSUs (2024 grant) | rTSR (2- and 3-year) and clinical milestones | Not disclosed | 280,000 target shares | rTSR: 0–200% of target potential | Clinical: 50% at achievement, 50% after 1 year or end of 3-year; rTSR vests at end of 3-year performance period; continued service required |
| Stock Options (2024 grant) | Service-based | N/A | 400,000 options | N/A | 12.5% at 6 months from 2/9/2024; 1/48 monthly thereafter; continued service required |
Equity Ownership & Alignment
- Beneficial ownership: 2,382,178 shares (20,399 common + 2,361,779 options exercisable within 60 days); <1% of outstanding shares .
- Outstanding equity awards at FYE 2024 (selected grants and PSUs) :
- Options (2/9/2024): 83,333 exercisable / 316,667 unexercisable, $1.80 exercise price, expiration 2/8/2034; vests 12.5% at 6 months then 1/48 monthly .
- Options (2/24/2023): 412,500 exercisable / 487,500 unexercisable, $2.13 exercise price, expiration 2/23/2033 .
- Options (3/16/2022): 437,499 exercisable / 262,501 unexercisable, $1.87 (repriced) exercise price, expiration 3/15/2032 .
- Options (4/14/2021): 68,390 exercisable / 16,610 unexercisable, $1.87 (repriced) exercise price, expiration 4/13/2031 .
- Options (11/17/2020): 391,500 exercisable / 58,500 unexercisable, $1.87 (repriced) exercise price, expiration 11/16/2030 .
- Options (1/16/2020): 163,624 exercisable / 1,376 unexercisable, $1.87 (repriced) exercise price, expiration 1/15/2030 .
- Options (7/10/2019): 500,000 exercisable, $1.87 (repriced) exercise price, expiration 7/9/2029 .
- PSUs: 280,000 unearned shares at threshold; market/payout value shown at $0.64 per share at 12/31/2024 ($179,200) .
- Hedging and pledging prohibited under Lyell Insider Trading Policy; employees may not hedge, pledge, or short sell company stock .
- Company-level stock-based compensation: total unrecognized cost $29.8M expected to be recognized over 2.1 years at 9/30/2025 (context for overall equity vesting supply) .
Employment Terms
- Offer letter terms: eligible annual incentive bonus up to 50% of base salary (subsequently increased to 55% with promotion to COO in Nov 2021) .
- Severance plan: in April 2022 Hill waived individual severance provisions to participate in Lyell’s Amended Officer Severance Plan (Tier I employee) .
- Outside change-in-control protection period: 12 months base salary + pro-rated annual target bonus; employer-paid COBRA up to 12 months .
- During change-in-control protection period (3 months before to 1 year after a CIC): 12 months base salary + 100% of annual target bonus + any guaranteed/accrued bonus; employer-paid COBRA up to 12 months; accelerated vesting of 100% of then-outstanding unvested equity awards that vest based solely on continued service (double-trigger) .
- Clawback: Dodd-Frank-compliant clawback policy adopted September 2023; SOX 304 rescission applies to CEO/CFO upon restatement due to misconduct .
Compensation Structure Analysis
- Mix shift to performance equity: 2024 introduced PSUs for executives (Hill received PSUs and options), tying equity to rTSR and clinical milestones—greater pay-for-performance alignment .
- Year-over-year change: Hill’s 2024 option award grant-date value ($497,600) was lower than 2023 option award value ($2,332,161); 2024 also added PSUs valued at $94,800 at grant (market-condition portion) .
- Option repricing (red flag + retention): November 2023 one-time repricing of certain underwater options; executives at SVP+ had vesting schedules extended one year as a condition—enhances retention but is typically shareholder-sensitive .
Vesting Schedules and Potential Selling Pressure (Mechanics)
- Options: 2024 option grant vests 12.5% at 6 months (from 2/9/2024) and 1/48 monthly thereafter; prior repriced options’ vesting schedules were extended one year for SVP+ executives .
- PSUs: rTSR tranches vest at end of 3-year periods; clinical milestone tranches vest 50% at milestone and 50% after one year or by end of the performance period; all require continued employment .
- Company-level vesting context: certain PSU metrics had been met by 9/30/2025 resulting in 33,623 shares vesting (company-wide); additional PSUs may be earned or cancelled based on final rTSR outcomes (0–200%) .
Equity Ownership & Guidelines
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,382,178 shares (20,399 common + 2,361,779 options exercisable within 60 days) |
| % of shares outstanding | <1% |
| Pledging/Hedging | Prohibited by policy |
Governance, Say-on-Pay & Peer Inputs (program context)
- Annual say-on-pay proposal presented to shareholders (advisory) as Proposal 3 in 2025 .
- Compensation Committee engaged Aon (through July 2024) and Alpine Rewards (from July 2024) to refine compensation strategy and peer benchmarking .
Expertise & Qualifications
- MBA; B.S. Microbiology; B.A. Political Science (University of Washington) .
- Deep technical operations and biologics manufacturing leadership at AstraZeneca and Amgen .
Investment Implications
- Alignment: Hill’s incentives increasingly tied to rTSR and clinical execution (PSUs), with cash bonus tied to company milestones—stronger pay-for-performance signals .
- Retention risk mitigants: Double-trigger CIC protections and service-based acceleration, plus 2023 option repricing with extended vesting for senior executives, suggest retention focus but repricing is a governance sensitivity .
- Selling mechanics: Significant option and PSU vesting schedules create predictable supply; hedging/pledging prohibitions reduce misalignment risks .
- Company performance headwinds: Pre-commercial stage with persistent GAAP net losses and low revenue; TSR declines in 2023–2024 contextualize the heavy reliance on equity incentives and potential pressure on future PSU outcomes .