Kurt Hilzinger
Outlook TherapeuticsAbout Kurt J. Hilzinger
Kurt J. Hilzinger (age 64) is a Class I independent director at Outlook Therapeutics, serving since December 2015; he is Chair of the Audit Committee, a member of the Compensation Committee, and has been designated an “audit committee financial expert.” He holds a B.B.A. in Accounting from the University of Michigan and is a CPA (Michigan), bringing deep healthcare finance and operating experience to the board . The board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Court Square Capital Partners | Partner (healthcare investing) | Since 2007 | Sector specialist; private equity governance and portfolio oversight |
| AmerisourceBergen (now Cencora) | President & COO; EVP & COO; Director | 2001–2007 (director: Mar 2004–Nov 2007) | Large-scale healthcare distribution operations and board governance |
| Humana, Inc. | Lead Director; Chairman of the Board | Lead Director: Aug 2010–Jan 2014; Chairman: since Jan 2014 | Board leadership; payer industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Humana, Inc. (public) | Chairman of the Board | Since Jan 2014 | Ongoing board leadership at a national health insurer |
| University of Michigan Ross School of Business | Visiting Committee | Ongoing | Academic advisory role |
Board Governance
- Independence: The board determined Hilzinger is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee: Chair; members include Hilzinger, Thurman, Gangolli .
- Compensation Committee: Member; chaired by Thurman; members include Hilzinger, Haddadin .
- Audit committee financial expert designation: Hilzinger is designated an “audit committee financial expert” under SEC rules .
- Attendance and engagement: The board met five times in FY2024; all directors attended at least 75% of board and committee meetings .
- Board structure: Independent Chairman (Sukhtian) and Lead Independent Director (Thurman) to reinforce independent oversight .
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Board/Committee cash fees | $60,000 | FY2024 “fees earned or paid in cash”; most directors, including Hilzinger, elected to receive fees as stock options in lieu of cash under policy |
| Annual option grant (fair value) | $35,000 | Granted at the annual meeting; vests by next annual meeting or first anniversary |
| Total FY2024 director compensation | $95,000 | Sum of cash-equivalent fees and annual option grant |
Director compensation policy changes (effective Oct 1, 2024):
- Annual board cash retainer increased to $50,000; committee fees increased (Audit chair $25,000; member $12,500; Compensation chair $20,000; member $10,000; Nominating chair $10,000; member $5,000) .
- Annual director option grant fair value increased to $265,000; initial grant fair value to $245,000; annual grants moved to first day of fiscal year .
Performance Compensation (Director Equity Awards and Vesting)
| Award | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| Options in lieu of FY2024 cash fees | Oct 4, 2023 | 14,333 | $4.80 | $60,000 | Vests 25% each fiscal quarter during FY2024 if in service |
| FY2024 annual director option grant | Jun 26, 2024 (annual meeting cycle) | Included in “held options” | — | $35,000 | Vests by next annual meeting or first anniversary |
| One-time FY2025 director option grant | Oct 1, 2024 | 105,151 | $5.22 | $492,000 | 100% vests on first anniversary (Oct 1, 2025) |
Performance metrics tied to director compensation:
- None disclosed; director equity awards are time-based vesting without performance hurdles .
Other Directorships & Interlocks
| Company | Role | Overlap/Consideration |
|---|---|---|
| Humana, Inc. | Chairman | Potential ecosystem interlock (payer perspective); Board found independence after reviewing relationships and transactions . |
Expertise & Qualifications
- CPA (Michigan) and financial expert designation enhances oversight of financial reporting, internal controls, and audit quality .
- Extensive healthcare sector experience spanning payer (Humana) and distribution (AmerisourceBergen/Cencora) operations .
- Private equity partner focused on healthcare investments; brings capital allocation and risk oversight expertise .
- Academic advisory role at a leading business school supports governance and strategic insights .
Equity Ownership
| Metric | As-of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common stock + options exercisable within 60 days) | Jan 15, 2025 | 94,054 | Includes 70,399 options exercisable within 60 days; represents less than 1% of outstanding shares . |
| Options held (total outstanding) | Sep 30, 2024 | 61,063 options | Outstanding director options as of FY2024 year-end . |
| Shares outstanding (reference for % ownership) | Jan 15, 2025 | 24,905,635 | Denominator for beneficial ownership table . |
| Hedging/Pledging policy | Policy | Prohibited for officers and directors (short sales, options, hedging, margin accounts, pledges) . |
Governance Assessment
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Strengths:
- Independent, long-tenured director with audit committee chair role and SEC “financial expert” designation, supporting robust financial oversight .
- Solid engagement (≥75% attendance) and multi-committee involvement indicates active participation .
- Chose equity in lieu of cash fees in FY2024, signaling alignment with shareholders; significant equity exposure via multiple option grants .
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Potential risks/monitoring points:
- Large one-time FY2025 director option grant ($492,000 fair value) alongside increased annual grant policy may raise pay inflation/alignment concerns given continuing net losses (FY2024 net loss of $75.37M) .
- External chairmanship at Humana presents an ecosystem interlock; while the board identified no disqualifying relationships and affirmed independence, ongoing monitoring for related-party transactions remains appropriate .
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Overall: Hilzinger’s financial acumen and audit leadership strengthen board effectiveness. Equity-heavy director pay and one-time grants should be weighed against company performance and capital needs to ensure sustained investor confidence .