P. Kent Hawryluk
About P. Kent Hawryluk
P. Kent Hawryluk (age 56) is MBX’s co‑founder, President, Chief Executive Officer, and a director; he has served as CEO since January 2020 and on the board since April 2019. He holds a B.A. from Princeton University, an MBA from Northwestern’s Kellogg School, and an M.S. in Biology from Purdue University . MBX remains pre‑revenue and invests in R&D to advance its pipeline; 2024 R&D was $57.4M vs. $28.5M in 2023, with net losses of $61.9M (2024) and $32.6M (2023); cash, cash equivalents and marketable securities were $262.1M at 12/31/2024, funding operations into mid‑2027 . Under Hawryluk, MBX completed enrollment in the Phase 2 Avail trial for canvuparatide, reported positive Phase 1 topline for MBX 1416, and targeted an IND for MBX 4291 in Q2 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MBX Biosciences | Co‑Founder; President & CEO; Director | 2020–present (CEO); Director since 2019 | Led company through IPO and into Phase 2/IND milestones . |
| Avidity Biosciences (Nasdaq: RNA) | Co‑Founder; Chief Business Officer | 2013–2019 | Built RNA therapeutics platform and BD capabilities . |
| MB2 LLC (acq. by Novo Nordisk) | Co‑Founder; Chief Executive Officer | 2014–2016 | Clinical‑stage diabetes/obesity company; strategic exit . |
| Marcadia Biotech (acq. by Roche) | Co‑Founder; CBO & VP, BD | 2006–2011 | Built and exited endocrine platform to Roche . |
| Twilight Venture Partners | Partner | 2003–present | Seed/early-stage life sciences investing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gemphire Therapeutics (Nasdaq: GEMP) | Director | 2015–2019 | Public cardiovascular drug developer board experience . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $420,000 | $483,300 |
| Base Salary (in effect at year‑end) | $420,000 | $540,000 (post‑IPO executive agreement) |
| Target Bonus % of Salary | 50% | 50% |
| Actual Annual Bonus Paid (Non‑Equity Incentive) | $151,200 | $305,000 |
| Perquisites (reportable ≥$10k) | None disclosed | None disclosed |
Performance Compensation
- Annual cash bonus is discretionary and based on corporate and individual performance, including clinical milestones, R&D goals, and BD/organizational objectives; 2024 payout was $305,000 vs. $151,200 in 2023 .
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Clinical, R&D, BD, organizational milestones | Not disclosed | 50% of salary | 2023: $151,200; 2024: $305,000 | Paid after year end |
| Stock Options (see Equity table) | Service‑based; no disclosed performance conditions | N/A | N/A | N/A (accounting grant date FV) | Time‑based vesting as specified |
- Clawback: Company adopted SEC/Nasdaq‑compliant clawback for restatements; recovers incentive‑based comp received in prior 3 years to extent overpaid .
Equity Ownership & Alignment
- Beneficial ownership: 1,960,632 shares (5.69% of outstanding) as of April 11, 2025 . Breakdown includes shares held directly, via trust, restricted stock from early exercise, and options immediately exercisable within 60 days .
- Pledging/hedging: Insider policy prohibits short sales and derivative transactions; derivative trades require Audit Committee pre‑approval; policy highlights risks of margin/pledged shares; proxy does not disclose any pledging by Hawryluk .
| Category | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 1,960,632 (5.69%) |
| Directly Held | 477,498 |
| Trust (Hawryluk Revocable Trust) | 448,277 |
| Restricted Stock Outstanding (early exercise) | 3,899 |
| Options Immediately Exercisable within 60 Days | 1,030,958 |
Outstanding Equity Awards (as of 12/31/2024)
| Grant/Vesting Commencement | Instrument | Shares (Exercisable/Unexercisable) | Exercise Price | Expiration | Vesting Details | Status/Unvested Detail |
|---|---|---|---|---|---|---|
| 09/12/2024 | Stock Option | 0 / 120,436 | $16.00 | 09/11/2034 | 25% at 1‑yr; remaining 75% monthly over 36 months; service‑based | Unvested 120,436 |
| 08/15/2023 | Stock Option (early exercisable) | 718,391 / 0 | $7.82 | 08/14/2033 | 48 equal monthly installments; early exercisable subject to repurchase | 239,463 vested; 478,928 unvested as of 12/31/24 |
| 11/07/2022 | Stock Option (early exercisable) | 312,567 / 0 | $3.25 | 11/06/2032 | 48 equal monthly installments; early exercisable; 166,360 already exercised and fully vested | 229,485 unvested of 312,567 unexercised as of 12/31/24 |
| 11/12/2021 | Restricted Stock (early exercise) | 7,148 | N/A | N/A | 48 equal monthly installments | 7,148 outstanding RS subject to vesting |
Equity plan terms include sale‑event acceleration for time‑based awards, subject to conditions (see Employment Terms) .
Employment Terms
| Term | Without Cause / Good Reason | Change‑in‑Control (qualifying termination within 3 months prior to or 12 months post “sale event”) |
|---|---|---|
| Employment Status | At‑will | At‑will |
| Salary/Bonus Eligibility | Base salary $540,000; target bonus 50% | Same |
| Cash Severance | 12 months base salary continuation | Lump sum 1.5x (base salary + target bonus) |
| Health Benefits | Company‑paid COBRA up to 12 months | Company‑paid COBRA up to 18 months |
| Equity Acceleration | Additional 12 months’ time‑based vesting acceleration | 100% acceleration of all unvested time‑based equity |
| Pre‑IPO Award Acceleration | Upon a sale event, all pre‑IPO equity vests if employed at closing | Applies on sale event |
| 280G | Cut‑back to avoid excise tax if better after‑tax | Cut‑back provision |
Board Governance
- Role and independence: The board determined all directors except Hawryluk are independent; Hawryluk is not independent as an executive officer . The CEO also serves as Chair; the board has appointed a Lead Independent Director (Patrick J. Heron) and holds executive sessions of independents at virtually every meeting .
- Committees: Hawryluk (employee director) is not listed on board committees; Audit (Chair: James M. Cornelius), Compensation (Chair: Patrick J. Heron), Nominating & Corporate Governance (Chair: Ora Pescovitz), Science & Medicine (Chair: Steven Ryder) .
- Attendance: In 2024, each director attended ≥75% of board and committee meetings while serving .
- Director compensation: Employee directors receive no additional pay for board service; non‑employee director retainers and option grant policy were adopted in Sept 2024 (e.g., $40k board retainer; additional committee/lead director fees; initial 32,000‑share option; annual 16,000‑share option) .
Performance & Track Record
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| R&D Expense | $28.5M | $57.4M |
| G&A Expense | $6.8M | $10.8M |
| Total Operating Expenses | $35.3M | $68.2M |
| Net Loss | $32.6M | $61.9M |
| Cash, Cash Equivalents & Marketable Securities (year‑end) | $80.7M | $262.1M; runway into mid‑2027 |
Selected execution milestones:
- Completed Phase 2 Avail trial enrollment (64 HP patients), topline Q3 2025 planned; positive MBX 1416 Phase 1 supports Phase 2 in 2H 2025; IND for MBX 4291 anticipated Q2 2025 .
Compensation Structure Analysis
- Mix and trend: In 2024, cash paid increased (salary in effect to $540k; bonus $305k) while option grant accounting value decreased versus 2023 ($1.45M vs. $4.29M), reducing equity accounting value YoY but maintaining high at‑risk pay through equity and performance‑based bonus .
- Pay-for-performance: Annual bonus tied to clinical/R&D and organizational milestones aligns with development stage objectives; detailed weights/thresholds not disclosed .
- Governance controls: Clawback policy adopted; Compensation Committee uses independent consultant Pearl Meyer; consultant independence affirmed .
- Ownership alignment: 5.69% beneficial stake provides strong alignment; policy discourages hedging/derivatives; no pledging disclosed in proxy .
Related Party Transactions
| Transaction | Party | Amount/Details |
|---|---|---|
| Series B Preferred (Nov 2022 & Aug 2023) | Hawryluk (incl. note conversion) | 1,396,762 shares; $1,207,230.94 total purchase/conversion price (7) |
| Series C Preferred (Aug 2024) | Hawryluk Revocable Trust | 970,873 shares; $999,999.19 purchase price (3) |
Compensation Committee Analysis
- Committee composition during 2024: Patrick J. Heron (Chair), Tiba Aynechi, James M. Cornelius; all non‑employee, independent .
- Consultant: Pearl Meyer engaged since Sept 2022; assists with base/bonus/LTI levels and peer group development; committee assessed and found no conflicts; specific peer constituents not enumerated in the proxy .
Equity Ownership & Director Compensation (for dual-role context)
- Hawryluk is an employee director; receives no separate director fees or grants beyond executive compensation .
- Board is classified; Hawryluk is a Class I director nominated for re‑election at the 2025 annual meeting; Lead Independent Director is Patrick J. Heron .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, MBX is not required to hold advisory say‑on‑pay votes at this time; it provides scaled executive compensation disclosures .
Employment & Contracts (additional terms)
- Executive agreements effective upon IPO closing set base/bonus and at‑will status; include severance, COBRA, and equity acceleration terms described above .
- No tax gross‑ups; 280G cut‑back applies .
Risk Indicators & Red Flags
- Clawback policy in place (restatement‑based recovery) .
- Insider trading policy curtails hedging/derivatives; highlights risks of margin/pledging; no pledging disclosure for Hawryluk found in proxy .
- No material legal proceedings involving Hawryluk disclosed; related‑party financings disclosed and customary for venture‑backed issuers -.
Investment Implications
- Alignment: A meaningful 5.69% stake aligns CEO with equity value creation; vesting overhang from sizable unvested options (e.g., 478,928 from 2023 grant; 229,485 from 2022; 120,436 from 2024) could create episodic selling pressure as tranches vest, though policy discourages hedging .
- Retention: Change‑in‑control economics (1.5x salary+target bonus, 18 months COBRA, full acceleration) and time‑based vesting acceleration on qualifying terminations provide strong retention through key clinical milestones; 280G cut‑back reduces windfall risk .
- Governance: CEO+Chair structure is mitigated by a Lead Independent Director and independent committees; still warrants monitoring as the company scales .
- Performance setup: Cash runway into mid‑2027 supports upcoming catalysts (Phase 2 readouts and IND); pay design emphasizes milestone delivery appropriate for development stage, though limited quantitative performance weighting disclosure reduces external transparency .
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