Jeryl Hilleman
NovoCureAbout Jeryl Hilleman
Independent director since 2018 (age 67), Audit Committee Chair and designated Audit Committee Financial Expert. Former CFO across multiple life sciences companies; holds an A.B. in History from Brown University and an MBA from Wharton. Board-determined independent under NASDAQ rules; served 7 years on the NVCR board as of the 2025 proxy record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersect ENT, Inc. | Chief Financial Officer | Jun 2014 – Dec 2019 | Senior finance leadership in med‑device scaling |
| Ocera Therapeutics, Inc. | Chief Financial Officer | 2013 – 2014 | Public biotech CFO oversight |
| Amyris, Inc. | Chief Financial Officer | 2008 – 2012 | Public company finance and controls |
| Symyx Technologies, Inc. | Chief Financial Officer | 1997 – 2007 | Long-tenure CFO in materials/biotech services |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| HilleVax, Inc. | Director | 2020 – present (public since 2022) | Current public company board |
| Cutera, Inc. | Director | Jul 2024 – present | Current public company board |
| SI‑Bone, Inc. | Director | 2019 – present | Current public company board |
| Talis Biomedical | Director | 2021 – 2022 | Former public company board |
| Minerva Neurosciences, Inc. | Director | 2018 – 2024 | Former public company board; interlock with William Doyle (NVCR director 2017–2023) |
| Xenoport, Inc. | Director | 2005 – 2016 | Former public company board (acquired 2016) |
Board Governance
- Committees: Audit (Chair); designated Audit Committee Financial Expert; all committee members independent under NASDAQ and Exchange Act Rule 10A‑3 .
- Independence: Board determined she is independent; only Cordova, Danziger and Doyle are non‑independent .
- Attendance and engagement: In 2024, Board met 6 times; standing committees met 17 times; directors attended 98% of Board and committee meetings; executive sessions of independent directors at each regularly scheduled Board and committee meeting .
| Governance Metric | 2024 |
|---|---|
| Board meetings (count) | 6 |
| Standing committee meetings (count) | 17 |
| Director attendance rate | 98% |
| Executive sessions | At each regularly scheduled Board and committee meeting |
Fixed Compensation
| Component | Policy Detail | 2024 Hilleman Cash ($) |
|---|---|---|
| Base cash retainer | Non‑employee director annual cash retainer $55,000 | $55,000 |
| Committee chair fee | Audit Committee Chair $25,000 | $25,000 |
| Other cash/fees | Meeting fees not listed; reimbursement up to $5,000 for tax preparation added in 2024 | Included if used (not individually disclosed) |
| Total cash earned (2024) | Sum of retainer + chair fees | $80,000 |
- Stock ownership guideline: Directors must hold ≥3× annual cash retainer; all directors are in compliance or on track within required timeframe as of record date .
Performance Compensation
| Equity Element | 2024 Grant Practice | Hilleman 2024 Value ($) | Vesting |
|---|---|---|---|
| Annual equity | Board reduced annual director grant value to $187,500; delivered 50% RSUs and 50% options in 2024 (foregoing 100% options election) | RSUs $93,745; Options $93,834; Total $187,579 | RSUs vest over 3 years; options vest over 4 years; full acceleration upon Change in Control |
| Initial award (on joining Board) | Non‑qualified option with grant‑date fair value $667,000 | Not applicable to 2024; policy detail | Vests in equal annual installments over 3 years |
No performance metrics are tied to director compensation; director equity awards are time‑based (RSUs/options) rather than PSU‑style performance awards used for executives .
Other Directorships & Interlocks
- Interlocks: Historical overlap at Minerva Neurosciences with William Doyle (NVCR Executive Chairman; Minerva director 2017–2023) which may facilitate information networks, but no related‑party transactions disclosed by NVCR .
- Potential conflicts: Current boards (HilleVax – vaccines; SI‑Bone – orthopedics; Cutera – aesthetics) are not disclosed as customers/suppliers/competitors to NVCR; no Item 404 related‑party transactions ≥$120,000 reported for 2024 .
Expertise & Qualifications
- Skills matrix indicates: Corporate Governance, Cybersecurity, Financial Literacy, International experience, Pharma/Med‑Device, and Risk Management; planned committee membership shows Audit (Chair) .
- Formal credential as Audit Committee Financial Expert; long‑tenured public company CFO background .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Ordinary shares owned | 6,590 |
| Options exercisable within 60 days | 71,295 |
| Total beneficial ownership | 77,885 (<1% of outstanding) |
| Unvested RSUs held (time‑based) | 4,053 (as of 12/31/2024) |
| Options outstanding (aggregate) | 77,524 (as of 12/31/2024) |
- Anti‑hedging/anti‑pledging: Company policy prohibits hedging and pledging of NVCR securities by directors and officers, supporting alignment and risk control .
- Ownership guideline compliance: Directors required to hold ≥3× annual cash retainer; compliance affirmed or expected within policy timelines .
Governance Assessment
- Board effectiveness: As Audit Chair and Financial Expert, Hilleman anchors financial oversight (audit plan, internal controls, auditor independence, cyber risk review) with independent committee membership, a strong profile for investor confidence .
- Alignment and independence: Director equity is time‑based and subject to change‑in‑control acceleration; cash retainer and chair fees are within typical ranges; independent status affirmed; no compensation committee interlocks disclosed .
- Engagement signals: High overall Board/committee meeting cadence and 98% attendance rate in 2024, with executive sessions at each meeting, indicate robust oversight processes .
- Conflicts/related‑party exposure: No related‑party transactions reported for 2024; strict anti‑hedging/pledging policies in place; Section 16(a) filings timely, reducing compliance risk .
- Network effects: Prior interlock at Minerva with Doyle could enhance information flow; monitor for overboarding/time allocation across current external boards though NVCR’s nomination criteria explicitly consider candidates’ ability to dedicate sufficient time .