Jeffrey Hatfield
Vir BiotechnologyAbout Jeffrey S. Hatfield
Independent director of Vir Biotechnology since 2020; age 67. Former biotech CEO with deep operational and board experience (Vitae Pharmaceuticals, Zafgen) and senior commercial and market access leadership at Bristol-Myers Squibb; education includes a B.S. in Pharmacy (Purdue) and an MBA from Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vividion Therapeutics (Bayer subsidiary) | Chief Executive Officer | 2020–2023 | Led private biotech acquired by Bayer; transitioned to Chair role |
| Zafgen, Inc. (public) | Chief Executive Officer & Director | 2017–2020 | CEO through acquisition/name change to Larimar Therapeutics |
| Vitae Pharmaceuticals, Inc. (public) | President, CEO & Director | 2004–2016 | Built clinical-stage portfolio; exit via Allergan acquisition |
| Bristol-Myers Squibb | SVP Immunology & Virology; President & GM BMS Canada; Head U.S. Market Access | Pre-2004 | Senior operating and commercial leadership |
| MiRagen/Viridian (public) | Chairman & Director | 2017–2021 | Guided transaction and rebranding |
| aTyr Pharma (public) | Director | 2017–2021 | Independent oversight |
| Ambit Biosciences (public) | Director | 2014 | Pre-acquisition by Daiichi Sankyo |
| InVivo Therapeutics (public) | Director | 2016–2018 | Independent oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Vividion Therapeutics | Chairman | 2023 | Private biotech within Bayer Pharmaceuticals division |
| ROME Therapeutics | Chairman | 2022 | Private biotech |
| Gate Bioscience | Director | Aug 2024 | Private biotech |
| Harvard Business School Blavatnik Fellowship | Key Advisory Board Member | N/A | Advisory role |
Board Governance
- Committees: Audit Committee member; Chair of Nominating & Corporate Governance Committee .
- Independence: Board determined Hatfield is independent under Nasdaq listing standards .
- Attendance/Engagement: Board met 9 times in 2024; all directors except one attended ≥75% of Board/committee meetings (Hatfield met the threshold). Audit (6 meetings) and Nominating & Corporate Governance (5) met regularly; Hatfield is engaged as Nominating Chair .
- Executive sessions: Independent directors meet in executive session; Board has independent Chair (Dr. Sato) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $71,391 | Board and committee retainers; paid quarterly in arrears |
| Board cash retainer (policy) | $50,000 | Applies to all non-employee directors |
| Audit Committee member (policy) | $10,000 | Annual retainer |
| Nominating & Corporate Governance Committee chair (policy) | $10,000 | Inclusive of committee member retainer |
Policy signal (2025 update): Annual non-employee director equity grants reduced to $385,000 and initial/new director equity capped at ≤2× annual grant value, effective Jan 1, 2025, pursuant to a shareholder settlement agreement .
Performance Compensation
| Equity Grant | Shares | Grant Date Fair Value | Grant Terms |
|---|---|---|---|
| 2024 Annual RSU grant | 8,000 | $83,120 | Vests in full on 1-year anniversary; accelerates on change in control |
| 2024 Annual Option grant | 16,000 | $124,963 | Exercise price $10.39; vests in full on 1-year anniversary; accelerates on change in control |
Director equity policy mechanics:
- Annual grants divided 2:1 between options and RSUs; option cap 16,000 shares; RSU cap 8,000 shares .
- Initial grants for new directors vest 1/3 at 1-year then monthly over two years; annual grants vest fully at 1-year; all director grants vest fully upon change in control .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Vividion (Bayer) | Private | Chairman | No related-party transactions disclosed with Vir; Bayer affiliation noted for another Vir director, not Hatfield |
| ROME Therapeutics | Private | Chairman | No related-party transactions disclosed with Vir |
| Gate Bioscience | Private | Director | No related-party transactions disclosed with Vir |
| Prior public boards (various) | Public | Director/Chair | Historical; no current interlocks reported |
Related-party and independence controls: Vir maintains a formal related-person transactions policy with Nominating & Corporate Governance Committee review; no related-party transactions involving Hatfield are disclosed .
Expertise & Qualifications
- Former public-company CEO and director; broad biotech scaling/commercialization and capital markets experience .
- Senior operating roles at BMS in immunology/virology and market access; pharmacy and MBA credentials support audit and governance oversight .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (total) | 107,693 | Less than 1% of shares outstanding |
| Direct shares | 15,806 | Owned directly |
| RSUs/options exercisable within 60 days | 91,887 | Counted in beneficial ownership |
| Options outstanding at 12/31/2024 | 83,887 | Unexercised options outstanding |
| RSUs outstanding at 12/31/2024 | 8,000 | Unvested RSUs outstanding |
| Director ownership guideline | 3× cash retainer or 5,000 shares (lesser), by 6/30/2027 | Options excluded; vested RSUs count |
| Hedging/pledging | Prohibited by policy | Applies to directors and employees |
Governance Assessment
- Strengths: Independent director; chair of Nominating & Corporate Governance (succession, governance guidelines, board composition); strong attendance; 100% independence across audit/comp/nominating committees enhances oversight .
- Alignment: Cash retainer modest; equity pay time-based with one-year vesting and change-of-control acceleration typical for directors; 2025 equity cap under settlement improves pay discipline and investor alignment .
- Conflicts: No related-party transactions disclosed for Hatfield; independence affirmed; insider policy prohibits hedging/pledging (reduces misalignment risk) .
- Signals: Board responsiveness to shareholder feedback (equity cap settlement) and robust ownership/clawback frameworks (multi-policy approach for executives; directors have ownership guidelines) support investor confidence .
- RED FLAGS: None disclosed specific to Hatfield; not designated Audit Committee Financial Expert (others carry that designation), but he serves on Audit; ensure workload manageable across external roles—Board explicitly considered time commitments for nominees .