Jeryl Hilleman
About Jeryl L. Hilleman
Independent director of SI-BONE, Inc. since December 2019; age 67. Former public company CFO for nearly 20 years, most recently at Intersect ENT (2014–2019). Education: B.A. in History (Brown University) and M.B.A. (Wharton School, University of Pennsylvania). Currently chairs SI-BONE’s Audit Committee and serves on the Nominating & Corporate Governance Committee; designated as an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersect ENT, Inc. | Chief Financial Officer | Jun 2014 – Nov 2019 | Led finance at commercial medtech company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovoCure Limited | Director; Audit Committee Chair | Since Jul 2018 | Audit leadership at global oncology company |
| HilleVax, Inc. | Director | Since Mar 2021 | Board member at biopharma |
| Cutera, Inc. | Director (prior) | Jul 2024 – Feb 2025 | Board member |
| Minerva Neurosciences, Inc. | Director (prior) | Jul 2018 – Aug 2024 | Board member |
| Talis Biomedical Corporation | Director (prior) | Feb 2021 – Jun 2022 | Board member |
| Xenoport, Inc. | Director (prior) | Jan 2005 – Jul 2016 | Board member |
Board Governance
- Independence: Board affirmatively determined Hilleman is independent under Nasdaq standards .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance member; Audit Committee includes Davis and Wolf; Audit met 4 times in 2024 (Compensation 6; Nominating 4) .
- Audit committee financial expertise: Board designated Hilleman and Davis as “audit committee financial experts” .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board/committee meetings; seven directors attended 2024 annual meeting (Davis did not; Wolf was not yet a director) .
- Stockholder engagement and say-on-pay context: 98.3% say-on-pay approval in June 2024; ongoing investor dialogue noted .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | $45,000 (policy) | $45,000 (policy) |
| Committee Chair Cash Fee ($) | Audit Chair: $20,000 (policy) | Audit Chair: $20,000 (policy) |
| Committee Member Cash Fee ($) | Nominating Member: $5,000 (policy) | Nominating Member: $5,000 (policy) |
| Lead/Chair Adders ($) | Not applicable to Hilleman | Not applicable to Hilleman |
| Fees Earned or Paid in Cash ($) | $70,000 | $70,000 |
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director compensation | Not applicable; non-employee director equity grants are time-based RSUs under policy (initial $250,000, annual $120,000 grants) |
Other Directorships & Interlocks
- Current public boards: NovoCure (Audit Chair), HilleVax .
- Prior public boards: Cutera, Minerva Neurosciences, Talis Biomedical, Xenoport .
- Potential interlocks/conflicts: Company reports no related-party transactions >$120,000 since start of FY2024; Audit Committee oversees related party matters .
Expertise & Qualifications
- Financial leadership: ~20 years as public company CFO; audit committee leadership across companies .
- Industry experience: Medical devices and healthcare across commercialization phases .
- Cybersecurity oversight: Board notes several directors, including former CFOs, have direct IT/cyber oversight experience; Audit Committee briefed at least quarterly on cybersecurity .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly/indirectly (#) | 10,483 |
| Right to acquire within 60 days (#) | 31,102 |
| Total beneficial ownership (#) | 41,585 |
| Ownership as % outstanding (%) | <1% |
| Outstanding RSUs (as of 12/31/2024) (#) | 13,657 |
| Outstanding Options (as of 12/31/2024) (#) | 26,236 |
| Hedging/Pledging | Prohibited by policy |
| Director stock ownership guideline | 3x annual independent director cash retainer; 5-year compliance window |
| Guideline compliance status | Directors met or were on track as of end of FY2024 |
Insider Trades
| Date (Filing) | Transaction | Shares | Price ($) | Notes |
|---|---|---|---|---|
| Jun 13, 2023 | RSU settlement | — | — | “Reflects shares issuable on the settlement of restricted stock units” |
| Jun 20, 2023 | Sale | 4,162 | 28.37 | Proceeds ~$118,076; remaining beneficial 15,349 (per site summary) |
| Apr 30, 2025 | Form 4 filed | — | — | Statement of changes in beneficial ownership (details not provided on summary page) |
| Jun 6, 2025 | Form 4 filed | — | — | Statement of changes in beneficial ownership (details not provided on summary page) |
Governance Assessment
-
Strengths
- Independent director with deep CFO experience and designated audit committee financial expert; chairs Audit Committee, supporting strong financial oversight and internal controls .
- No related-party transactions reported; robust policies (clawback adopted in 2023; hedging/pledging prohibited; stock ownership guidelines) reinforce alignment and risk controls .
- Attendance and engagement: Board/committee attendance thresholds met; active committee work; Board risk oversight includes cybersecurity with quarterly briefings .
- Shareholder support backdrop: 98.3% say-on-pay approval (2024) indicates general confidence in compensation governance .
-
Compensation alignment (director)
- Cash components consistent with policy (Board $45k; Audit Chair $20k; Nominating $5k); equity as time-based RSUs (not performance-based) aligns director interests with shareholders while avoiding complex metrics misalignment .
- Year-over-year change: total reported director equity grant fair value decreased (2023: $136,297; 2024: $109,712), with steady cash fees at $70,000, suggesting disciplined equity use .
-
Potential Risks / RED FLAGS
- Multiple external board commitments (NovoCure Audit Chair; HilleVax; prior boards) warrant routine monitoring for bandwidth, but no conflicts or related-party exposures disclosed .
- Insider activity: documented RSU settlements and a 2023 sale; no pledging/hedging permitted; no pattern of concerning trades evident from available summaries .
Overall, Hilleman’s audit leadership, independence, and compliance with governance policies support board effectiveness and investor confidence. Continued focus on audit/cyber oversight, equity alignment under director policy, and transparent disclosure of any future related-party or trading activities will maintain governance quality .