Steven Hoerter
About Steven L. Hoerter
Steven L. Hoerter (age 54) has served as an independent director of ORIC Pharmaceuticals since August 2021; he is nominated for a new three-year term ending at the 2028 annual meeting . He is a biotech operator with extensive commercial leadership experience, including CEO of Deciphera Pharmaceuticals (2019–June 2024) through its sale to ONO Pharmaceutical, and prior senior commercial roles at Agios and Clovis Oncology . He holds a B.A. from Bucknell University, an M.B.A. from Tilburg University, and an M.S. in Management from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deciphera Pharmaceuticals | President & CEO | Mar 2019 – Jun 2024 (acquired by ONO Pharmaceutical) | Led commercial-stage biotech through acquisition |
| Agios Pharmaceuticals | Chief Commercial Officer | Feb 2016 – Mar 2019 | Commercial leadership in public biotech |
| Clovis Oncology | SVP, Commercial; then Chief Commercial Officer | Aug 2011 – Feb 2016 | Built/commercialized oncology assets |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| C4 Therapeutics, Inc. | Director | Public | Since Nov 2024 | Clinical-stage biopharma board seat |
| MBX Biosciences | Director | Public | Since Apr 2025 | Clinical-stage biopharma board seat |
| Deciphera Pharmaceuticals | Director | Public (until sale) | May 2018 – Jun 2024 | Ended upon acquisition by ONO |
| Constellation Pharmaceuticals | Director | Public (until sale) | Sep 2018 – Jul 2021 | Acquired by MorphoSys AG |
| Ignyta, Inc. | Director | Public (until sale) | Dec 2016 – Feb 2018 | Acquired by Roche Holding AG |
Board Governance
- Independence: ORIC’s board determined Mr. Hoerter is independent under Nasdaq rules; he serves on both the Audit and Compensation Committees, which satisfy SEC/Nasdaq independence standards .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member; not a chair (Audit Chair: Mardi Dier; Compensation Chair: Richard Heyman) .
- Attendance and engagement: In 2024 the board held 4 meetings; each director attended at least 75% of board and applicable committee meetings; independent directors regularly meet in executive session .
- Risk oversight: Audit oversees financial reporting, risk, cybersecurity, and related-party transactions; Compensation oversees compensation risk; Nominating oversees governance practices .
| 2024 Body | Role | Meetings Held | Attendance Note |
|---|---|---|---|
| Board of Directors | Director (Independent) | 4 | Each director ≥75% attendance (board+committees) |
| Audit Committee | Member | 4 | Member; Audit Chair is Mardi C. Dier |
| Compensation Committee | Member | 5 | Member; Comp Chair is Richard Heyman |
Fixed Compensation (Director)
- Cash structure (policy): $40,000 annual board retainer; Audit member $7,500; Compensation member $5,000; paid quarterly in arrears; no separate meeting fees .
- 2024 cash actually paid to Mr. Hoerter: $52,500 (consistent with $40,000 retainer + $7,500 audit + $5,000 compensation) .
- Annual limit: Combined director cash+equity capped at $500,000 per year ($750,000 in year of joining as outside director) based on GAAP grant-date fair values .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 40,000 | Per director compensation policy |
| Audit Committee Member Fee | 7,500 | Per policy |
| Compensation Committee Member Fee | 5,000 | Per policy |
| 2024 Cash Fees (Actual) | 52,500 | As reported for Mr. Hoerter |
Performance Compensation (Equity)
- Annual equity structure (options only): Initial option award 51,200 shares (increased to 70,000 effective Dec 12, 2024 for 2025 policy); annual option award 25,600 shares (increased to 35,000 for 2025) .
- Vesting: Initial options vest monthly over 36 months; from Jan 1, 2025, annual options vest 1/12 monthly from grant; prior annual grants vested in full at the earlier of 1-year anniversary or before the next annual meeting .
- Exercise price/term: Fair market value on grant date; 10-year term .
- Change-in-control: Director awards fully vest immediately prior to closing; definition was updated to align with the 2020 Equity Incentive Plan; no acceleration on conversion from employee to director for pre-existing awards .
- 2024 reported equity value: Option Awards $146,150 (grant-date fair value) .
| Equity Element | Grant Size | Vesting | Change-in-Control | 2024 Reported Value ($) |
|---|---|---|---|---|
| Initial Option Award (upon joining) | 51,200 sh; 70,000 sh effective 2025 policy | Monthly over 36 months | 100% vest immediately prior to closing | N/A (initial not in 2024 table) |
| Annual Option Award | 25,600 sh; 35,000 sh effective 2025 policy | Pre-2025: 100% at 1-yr or before next AGM; 2025 onward: 1/12 monthly | 100% vest immediately prior to closing | 146,150 (2024) |
| Annual Compensation Cap | $500,000 (cash+equity); $750,000 in join year | N/A | N/A | Policy cap |
Note: No performance metrics (e.g., TSR, revenue, ESG) are specified for director equity; awards are time-vested .
Other Directorships & Interlocks
- Current public boards: C4 Therapeutics (since Nov 2024); MBX Biosciences (since Apr 2025) .
- Prior public boards: Deciphera (2018–Jun 2024), Constellation (2018–Jul 2021), Ignyta (2016–Feb 2018) .
- Compensation committee interlocks: None disclosed involving ORIC’s executive officers in FY2024 .
Expertise & Qualifications
- Global biotech commercial leadership (CEO and CCO roles across oncology biotechs) .
- Audit and compensation committee experience at ORIC; contributes to oversight of financial reporting and pay practices (not a “financial expert” designation; Audit Chair Dier holds that designation) .
- Education: BA (Bucknell), MBA (Tilburg), MS in Management (Purdue) .
Equity Ownership
- Beneficial ownership (as of Mar 31, 2025): 114,776 shares; less than 1% of shares outstanding (71,078,511 outstanding basis; options exercisable within 60 days are included where applicable) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging company stock and from holding in margin accounts .
- Family relationships: None among directors or executive officers .
| Holder | Shares Beneficially Owned | % Outstanding | Measurement Date |
|---|---|---|---|
| Steven L. Hoerter | 114,776 | <1% | March 31, 2025 |
Governance Assessment
- Positives: Independent director with deep oncology commercialization background; serves on Audit and Compensation committees; company prohibits hedging/pledging; audit committee includes a designated financial expert and provides clear oversight with KPMG as auditor .
- Attendance/engagement: Board and committees met 4/4/5 times respectively in 2024; each director attended at least 75% of applicable meetings; independent director executive sessions occur regularly, supporting board effectiveness .
- Pay structure signals: Director equity grant sizes and cash retainers were increased in late 2023/2024 and again for 2025 to align with peers; this raises equity exposure and potential dilution but improves market competitiveness; 2024 reported director equity value for Mr. Hoerter was $146,150 with cash fees of $52,500 .
- Change-in-control treatment: Full acceleration of director equity is standard but can be viewed as shareholder-unfriendly by some investors; the 2025 policy clarifies no acceleration on transition from employee to outside director for prior awards .
- Conflicts/related parties: No family relationships; related-party transactions are overseen by the Audit Committee under a formal policy; the proxy’s related party section describes oversight but does not detail any director-specific transactions for 2024+ .
- RED FLAGS: None explicitly disclosed regarding attendance shortfalls, pledging, or related-party dealings; monitor time/attention risk given multiple external board commitments and the step-up in director equity awards .