Constance Höfer
About Constance Höfer
Dr. Constance Höfer is Chief Scientific Officer (CSO) of OSR Holdings, appointed effective March 24, 2025. She has 20+ years of drug development leadership in oncology and immunology across Merck Healthcare, Sandoz Biopharmaceuticals, Priaxon AG, and Medigene AG, and holds a PhD in Pharmacology from the University of Newcastle . The filings disclose her appointment and credentials but do not provide age or quantified performance metrics such as TSR, revenue growth, or EBITDA growth tied to her compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck Healthcare | Led global programs from preclinical to late-stage clinical development | Not disclosed | Advanced programs across multiple modalities; optimized preclinical-to-clinical transition |
| Sandoz Biopharmaceuticals | Senior leadership | Not disclosed | Advanced therapeutics and portfolio execution |
| Priaxon AG | Senior leadership | Not disclosed | Progressed oncology/immunology therapeutics |
| Medigene AG | Senior leadership | Not disclosed | Advanced viral and cell-based therapy programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary | $300,000 per year |
| Target Bonus % | Not disclosed |
| Actual Bonus Paid | Not disclosed |
| Benefits | Participation in equity-based compensation plan at Compensation Committee discretion; customary executive benefits |
Performance Compensation
| Instrument | Metric/Trigger | Target/Threshold | Vesting/Payout Mechanics |
|---|---|---|---|
| RSUs (Omnibus RSU Sub-Plan) | Time-based vesting | 4-year vesting with 1-year cliff; monthly thereafter over 36 months | Standard service-based vesting; unvested forfeited on termination |
| RSUs (Accelerated) | Business Development definitive agreement contracted value | ≥$300M → 30%; ≥$500M → 50%; ≥$750M → 75%; ≥$1B → 100% of then‑unvested RSUs vest | Acceleration applies to employees/Board only; subject to clawback policies |
| Stock Options (Omnibus Option Sub-Plan) | Time-based vesting | 4-year vesting with 1-year cliff; monthly thereafter over 36 months | Exercise price = FMV at grant; unvested forfeited on termination; 10-year max term (unless specified) |
| Stock Options (Accelerated) | Business Development definitive agreement contracted value | Same thresholds as RSUs (30/50/75/100%) applied to then-unvested options | Acceleration applies to employees/Board only; subject to clawback policies |
| Plan-wide Performance Awards | Committee may use corporate/individual performance goals | Not specified for Höfer | RSUs/Restricted Stock/Other Equity may include performance-based vesting at Committee discretion |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total shares outstanding entitled to vote (Record Date) | 21,585,360 |
| Beneficial ownership reported for Höfer | Not disclosed in Security Ownership table (as of Aug 15, 2025) |
| Shares available under 2025 Omnibus Plan | 6,300,000 total; 3,150,000 reserved for RSUs; 3,150,000 reserved for Options |
| Ownership as % of outstanding | Not disclosed |
| Vested vs. unvested breakdown | Not disclosed for Höfer; plan mechanics disclosed |
| Pledging/Hedging | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Clawback/Recoupment | Awards subject to mandatory recoupment as required by applicable laws/stock exchange rules |
| Change-of-Control (awards not assumed) | RSUs/Restricted Stock vest immediately; Options/SARs become exercisable for 15 days or are cashed out at formula price; performance awards measured to date or at target |
| Tax gross-ups | Plan includes 280G parachute limitations with “better-of” after-tax reduction—no gross-up disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Effective appointment date | March 24, 2025 |
| Employment agreement | Executed upon appointment; sets salary, equity plan participation, and customary benefits |
| Severance multiples (salary+bonus) | Not disclosed |
| Change-of-control economics (employment) | Not disclosed; plan-level award treatment disclosed (see Equity Ownership & Alignment) |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
| Related party transactions | None reportable under Item 404(a) |
Additional Disclosures Relevant to Incentives and Trading Pressure
- Insider transactions: No Form 4 filings specifically attributable to “Constance Höfer” were found on public insider activity pages reviewed; results may be incomplete and investors should confirm directly via SEC EDGAR .
- Say-on-pay: Advisory vote on executive compensation was on the 2025 ballot; company emphasizes balanced pay practices, but individual CSO grant details are not in the proxy .
- Financing context: Equity line, warrant, and convertibles with White Lion may influence share count and dilution, potentially affecting equity award value realization timelines .
Investment Implications
- Alignment and retention: A modest base ($300k) alongside discretionary participation in the 2025 Omnibus Plan indicates reliance on equity to align incentives; the 1-year cliff and 4-year vesting are retention-positive .
- Event-driven acceleration: The BD-driven acceleration thresholds (≥$300M to ≥$1B) could materially accelerate unvested RSUs/options, creating step-change vesting upon strategic transactions—an incentive to close value-creating deals .
- Governance safeguards: Plan-level clawback and 280G parachute limitations are shareholder-friendly; no repricing without stockholder approval reduces option opportunism risk .
- Transparency gaps: Individual equity grant sizes, ownership, severance, and change-of-control terms for Höfer are not disclosed; monitor future proxy/8-K filings and Form 4s for grant issuances and potential selling pressure .