David Hochman
About David Hochman
David P. Hochman, 49, is CEO and Chairman of Orchestra BioMed (since Jan 2023) after serving as CEO of Legacy Orchestra since May 2018; he holds a B.A. with honors from the University of Michigan and has 25+ years in healthcare venture, banking, and company building . He co-founded Orchestra predecessors (Caliber, BackBeat, FreeHold) and led venture firm Orchestra Medical Ventures (2006–2019), with board roles at Motus GI (Chairman 2016–2023), Corbus Pharmaceuticals (2013–2020), and a Vivasure board observer role (since 2019) . Executive incentive outcomes tied to corporate milestones: non‑equity incentive bonuses paid at 65% of target for 2024 and 75% for 2023, reflecting progress in AVIM (BackBeat) pivotal advancement, Virtue SAB program execution, pipeline/partnerships, and public company execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orchestra BioMed, Inc. (Legacy Orchestra) | CEO; Chairman, Legacy Board | 2018–Jan 2023 | Led scaling into SPAC business combination; advanced AVIM and Virtue SAB programs |
| BackBeat Medical, LLC | President; Director | 2010–2018 | Co-founded AVIM therapy; early development/execution |
| Caliber Therapeutics, LLC | Director | 2008–2018 | Predecessor to Orchestra; product portfolio formation |
| FreeHold Surgical, LLC | Director | 2010–2018 | Predecessor; device concepts creation |
| Accelerated Technologies, Inc. | President; Director | 2009–2019 | Medical device accelerator; originated AVIM, Virtue SAB, FreeHold concepts |
| Orchestra Medical Ventures (OMV) | Co‑founder; Managing Partner | 2006–2019 | VC funding and venture creation platform for medtech |
| Spencer Trask Ventures / Edison Partners | Managing Director / CEO | 2000–2006 / 2002–2006 | Led financings totaling >$420M for early-stage healthcare companies |
| Health Dialog Services | Board Advisor | 1999–2006 | Contributed to strategy; company sold for $750M in 2008 |
| PROLOR Biotech | Co‑founder; Board Member | 2005–2007 | Built longer‑acting protein therapeutics; sold to Opko for >$600M (2013) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motus GI | Director; Chairman | 2016–2023 | Governance during commercialization; public company oversight |
| Corbus Pharmaceuticals | Co‑founder; Director | 2013–2020 | Built clinical‑stage biopharma; public markets interface |
| Vivasure | Board Observer | Since 2019 | Strategic investor oversight in vascular closure tech |
| Mollie Parnis Livingston Foundation | President; Director | Ongoing | Philanthropic governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 595,000 | 595,000 |
| Target Bonus (% of salary) | 80% | 80% |
| Non‑Equity Incentive Paid ($) | 347,000 | 309,400 |
| Stock Awards ($) | 3,450,300 | 996,000 |
| Option Awards ($) | 2,507,368 | — |
| All Other Comp ($) | 11,550 | 12,075 |
| Total ($) | 6,911,218 | 1,912,475 |
Notes:
- Target bonus is set by employment agreement at 80% of salary .
- 2024 equity awards skewed to RSUs; no new options recorded in 2024 comp .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Non‑Equity Bonus (2024) | AVIM (BackBeat) pivotal progress; Virtue SAB manufacturing/IDE/new design; pipeline/BD; public company execution | 100% corporate goals | 80% of salary | Aggregate achievement 65% | 309,400 $ | Paid Q1 following year |
| Annual Non‑Equity Bonus (2023) | AVIM IDE approval; Virtue SAB IDE and distribution restructuring; pipeline/BD; public company readiness | 100% corporate goals | 80% of salary | Aggregate achievement 75% | 347,000 $ | Paid Q1 following year |
| RSU Awards (granted 7/20/2023) | Time‑based | — | 465,000 RSUs | — | — | One‑third vests at 18, 24, 36 months from Jan 26, 2023 |
| RSU Awards (granted 5/8/2024) | Time‑based | — | 200,000 RSUs | — | — | 15,000 vest 6/10/2025; remaining 185,000 vest in scheduled installments 2025–2028 as listed |
Additional 2025 policy signals:
- New cash bonus plan with mid‑year payouts up to 35% and stretch goals increasing achievement score up to 60% (Hochman 100% tied to corporate goals; CFO includes individual modifier) .
- Equity Award Policy allows executive election between options/RSUs/mix; RSU vesting updated to 24/30/36 months to strengthen retention .
Equity Ownership & Alignment
| Ownership Component (as of Apr 28, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,443,440 shares; 3.7% of outstanding | Includes direct, trust, exercisable options within 60 days, RSUs within 60 days |
| Direct shares | 259,418 | Held personally |
| Trust holdings (DPH 2008 Trust, NSH Family Trust) | 73,825 (70,002 DPH; 3,823 NSH) | Sole voting/dispositive power |
| Options exercisable within 60 days (personal) | 736,551 | 2018/2022/2023 grants |
| Options exercisable within 60 days (DPH Trust) | 262,646 | Trust‑held awards |
| RSUs settling within 60 days (personal) | 90,000 | From 2023/2024 RSU schedules |
| RSUs settling within 60 days (DPH Trust) | 15,000 | 2024 RSU tranche |
Alignment and trading practices:
- Insider Trading Policy prohibits short sales; requires trading windows and pre‑clearance for insiders .
- Section 16 officers’ RSU taxes to be satisfied via net share withholding, reducing open‑market selling pressure; withheld shares return to the 2023 Plan reserve and appear as Form 4 dispositions due to withholding mechanics .
Employment Terms
- Role; nomination rights: CEO and Founder; while serving, the Company will nominate him to the Board; service ends upon specified events including termination or term expiry if not reelected .
- Base salary; target bonus: $595,000 salary; 80% target bonus; discretionary annual equity aligned to deliver long‑term holdings of at least 4.6% (mix of options/RSUs as implemented) .
- Severance: If terminated without Cause or resigns for Good Reason, 12 months of base plus target bonus, up to 12 months COBRA reimbursement, extended option exercise window up to 12 months, and acceleration on pre‑Business Combination equity equivalent to 12 months of service; within CoC window (3 months pre to 12 months post), cash increases to 150% of base plus target bonus and all unvested equity vests .
- Change‑of‑control mechanics: If awards are not assumed/substituted by acquirer, all outstanding equity vests in full immediately prior to CoC .
- 280G/4999 tax treatment: Cutback vs pay‑through whichever yields higher after‑tax amount .
- Definitions: Cause/Good Reason include breaches, felony/moral turpitude, fraud/embezzlement; material diminution, pay cut, relocation >50 miles, company breach subject to notice/cure periods .
- Restrictive covenants: One‑year post‑termination non‑solicitation of employees; perpetual non‑disparagement/confidentiality/IP assignment obligations .
Board Governance
- Dual role: Combined Chair/CEO (Hochman); Board may separate roles in future; independent directors meet in executive session after regular meetings; committees comprised solely of independent directors; Lead Independent Director is Dr. Eric S. Fain .
- Committees: Audit (Connealy–Chair, Cleary, Mack, Pacitti); Compensation (Fain–Chair, Aryeh, Pacitti); Nominating/Governance (Aryeh–Chair, Fain, Connealy) .
- Attendance: In FY 2024 each director attended at least 75% of Board and applicable committee meetings .
- Independence: Majority of Board independent; Hochman and Sherman non‑independent .
Compensation Committee Analysis
- Independence and process: Compensation Committee independent; uses FW Cook as third‑party advisor; conflict‑of‑interest assessed and cleared; 5 meetings and 7 written consents in FY 2024 .
- Peer group and grant sizing: 18‑company peer set used for 2024 equity pool calibration; company option‑equivalent pool set at 5.1% of shares outstanding (vs peer median 5.8%); CEO allocated 16.6% of pool (peer CEO median 17.6%), COO 14.6% (peer median 7.2%), CFO 8.3% (peer median 5.0%) .
Related Party Transactions and Ownership Concentration
- Medtronic collaboration: Exclusive license/commercialization for AVIM in pacemaker population; Medtronic responsible for commercialization post‑approval; Orchestra reimbursed Medtronic for development resources ($4.3M in 2024; $5.7M in 2023) and receives per‑device revenue share estimated $500–$1,600 depending on country/formula . Medtronic affiliate (Covidien Group S.à.r.l.) holds ~15.3% as of Apr 28, 2025 .
- Major holders: RTW Investments‑associated funds 20.1%; Medtronic 15.3%; Perceptive 12.0% as of Apr 28, 2025, indicating strategic investor concentration .
Equity Awards Outstanding (Selected — as of Dec 31, 2024)
| Award | Quantity | Exercise Price | Expiration / Vesting |
|---|---|---|---|
| Options (8/7/2018) | 263,821 exercisable | $4.30 | 8/7/2028 |
| Options (8/18/2022) | 451,908 exercisable; 56,489 unexercisable | $10.00 | 8/18/2032 |
| Options (7/20/2023) | 101,716 exercisable; 130,784 unexercisable | $7.42 | 7/17/2033; 25% at 12 months then quarterly over 3 years |
| RSUs (7/20/2023) | 465,000 unvested (MV $1.86M at $4.00) | — | Vest 18/24/36 months from 1/26/2023 |
| RSUs (5/8/2024) | 200,000 unvested (MV $0.80M at $4.00) | — | 15,000 vest 6/10/2025; 185,000 across 2025–2028 dates listed |
Investment Implications
- Pay-for-performance linkage is primarily operational milestones rather than TSR/financial metrics; cash bonuses were moderately below target in 2023–2024 (75% and 65%), signaling disciplined payout governance amid clinical execution variability .
- Equity mix shifted toward time-based RSUs in 2024 with future flexibility to choose options/RSUs; revised 2025 RSU vesting (first tranche at 24 months) and Section 16 net share withholding policies reduce near‑term selling pressure and increase retention, but time‑based awards may lower risk for the executive versus options .
- Dual Chair/CEO structure is offset by a strong independent committee framework and a Lead Independent Director; nonetheless, governance risk from concentration among strategic holders (RTW, Medtronic, Perceptive) and related‑party collaboration economics warrants monitoring alongside CoC acceleration provisions that could magnify payouts in strategic outcomes .
- Severance and CoC terms (12 months; 150% in CoC window plus full acceleration) are market‑aligned but create potential payout asymmetry; absence of disclosed clawback/pledging policies beyond anti‑hedging increases reliance on committee oversight and recoupment under general policy frameworks .