Steven Hoerter
About Steven Hoerter
Steven L. Hoerter, 54, joined MBX’s Board on April 7, 2025 as an independent Class III director and was designated Executive Chairperson effective November 6, 2025, while the Board affirmed his continued Audit Committee independence under SEC and Nasdaq rules . He holds a B.A. from Bucknell University, an M.B.A. from Tilburg University, and an M.S. in Management from Purdue University, with a background as President & CEO of Deciphera and senior commercial roles at Agios, Clovis, Roche, and Genentech . As of April 11, 2025, he had no beneficial ownership or exercisable options within 60 days, consistent with his recent appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deciphera Pharmaceuticals | President, CEO & Director | Mar 2019 – Jun 2024 | Led sale to Ono Pharmaceutical for ~$2.4B |
| Agios Pharmaceuticals | Chief Commercial Officer | Feb 2016 – Mar 2019 | Built commercial infrastructure |
| Clovis Oncology | SVP, Commercial; then Chief Commercial Officer | Aug 2011 – Feb 2016 | Advanced oncology commercialization |
| Constellation Pharmaceuticals | Director | Sep 2018 – Jul 2021 | Company acquired by MorphoSys for ~$1.7B |
| Ignyta | Director | Dec 2016 – Feb 2018 | Company acquired by Roche for ~$1.7B |
| Roche; Genentech | Senior commercial leadership roles | Prior to 2011 | Large-cap biopharma commercial experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ORIC Pharmaceuticals (Nasdaq: ORIC) | Director | Aug 2021 – Present | Audit; Compensation |
| C4 Therapeutics (Nasdaq: CCCC) | Director | Nov 2024 – Present | Not disclosed in MBX filings |
Board Governance
- Appointment and independence: Appointed April 7, 2025; Board determined he is independent under Nasdaq; indemnification agreement executed in standard form for MBX directors .
- Executive Chairperson: Designated Executive Chair effective Nov 6, 2025; Board confirmed he continues to meet SEC/Nasdaq Audit Committee independence requirements; Audit Committee membership updated to Aynechi (Chair), Hoerter, and Mathers .
- Board structure and sessions: MBX utilizes combined Chair/CEO flexibility with lead independent director; independent directors meet in executive session at virtually every Board meeting .
- Attendance: Board met seven times in 2024; each 2024 director attended ≥75% of meetings; Hoerter joined in 2025 (no 2024 attendance applicability) .
Fixed Compensation
| Component | Policy Amount | Applicability to Hoerter |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Payable to non-employee directors; pro-rated for 2025 after Apr 7 appointment |
| Audit Committee member | $7,500 | Applicable upon Audit appointment (effective Oct 31/Nov 6, 2025) |
| Audit Committee chair | $15,000 | Not applicable (Aynechi is Chair) |
| Non-Executive Chairperson retainer | $30,000 | Policy amount; 8-K states Chairperson compensation under policy applies to Hoerter as Executive Chairperson |
| Lead Independent Director | $20,000 | Not applicable (Heron is Lead Independent Director) |
Policy note: MBX’s non-employee director compensation policy provides these retainers; the Nov 6, 2025 8-K specifies Hoerter “will receive the compensation set forth in the Company’s non-employee director compensation policy for service in the role of chairperson” . The policy’s listed chair retainer is for a Non-Executive Chairperson at $30,000 .
Performance Compensation
| Award | Grant Date | Size | Vesting | Exercise Price | Notes |
|---|---|---|---|---|---|
| Director Initial Option | On appointment | 32,000 options | 1/3 at 1-year; remaining 2/3 monthly over next 24 months | Standard terms | Policy provides initial grant on appointment; 8-K states he receives same director compensation |
| Director Annual Option | Annual meeting (pro-rata if mid-year join) | 16,000 options (full-year) | Vests in full on earlier of 1-year or next annual meeting | Standard terms | Policy provides pro-rata for mid-year appointees |
| Executive Chair Option | Nov 2025 | 100,000 options | Equal monthly installments over one year starting grant date | Closing price on grant date (Nasdaq) | Granted upon Executive Chair designation; subject to continuous service |
Other Directorships & Interlocks
- Current public company boards: ORIC (Audit, Compensation committees) and C4 Therapeutics .
- Prior public boards: Deciphera, Constellation, Ignyta; each exited via strategic acquisitions .
- Interlocks and related-party exposure: MBX disclosed no transactions requiring Item 404(a) related-party disclosure for Hoerter and no arrangements/understandings tied to his selection .
Expertise & Qualifications
- Executive commercialization leader: Led Deciphera to $2.4B sale; prior senior commercial roles in oncology and broader biopharma at Agios, Clovis, Roche, Genentech .
- Boardroom experience: Multiple public biotech boards including committee service (audit/compensation at ORIC) .
- Education: B.A. (Bucknell), M.B.A. (Tilburg), M.S. in Management (Purdue) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Apr 11, 2025 | 0 | <1% | No common shares or options exercisable within 60 days |
- Indemnification: MBX maintains indemnification agreements with each director; Hoerter entered into the standard form upon appointment .
- Hedging/pledging: Insider trading policy prohibits short sales and derivative transactions; pledging requires Audit Committee advance approval .
Governance Assessment
- Positive signals:
- Independence affirmed at appointment and re-affirmed upon elevation to Executive Chair; Audit Committee independence explicitly confirmed .
- Clear director compensation framework with standard retainer and option grants; clawback policy adopted for executive incentive compensation (demonstrates governance rigor, albeit focused on executives) .
- No related-party transactions or selection arrangements disclosed for Hoerter .
- Strong commercialization and board-track record with multiple successful M&A outcomes, potentially additive to MBX’s strategic oversight .
- Watch items / potential red flags:
- Executive Chair role can blur oversight/management lines; MBX asserts independence compliance for Audit Committee, but investors should monitor role execution and committee independence in practice .
- Multiple external board commitments (ORIC, C4) raise time-allocation considerations; no attendance data yet for Hoerter at MBX given 2025 appointment .
- Large special option grant (100,000) for Chair role—ensure disclosure of grant-date valuation and alignment with shareholder interests over time .
Committee assignments: As of Nov 6, 2025, Audit Committee membership comprises Aynechi (Chair), Hoerter, Mathers .
Independence status: Board determined Hoerter is independent at appointment; Audit Committee independence confirmed even after Executive Chair designation .