Elaine J. Heron

About Elaine J. Heron

Elaine J. Heron, Ph.D., age 77 (76 in 2024), has served as an independent director of Vaxart, Inc. since August 2022, bringing over two decades of public-company board experience and senior operating roles in life sciences . She holds a B.S. in chemistry (highest distinction) and a Ph.D. in analytical biochemistry from Purdue University and an MBA from Pepperdine University, with prior executive leadership at Amplyx Pharmaceuticals and Labcyte as Chair and CEO . Heron has deep expertise in life science sales and marketing, finance and accounting, corporate governance, and R&D, and the board cites these qualifications in nominating materials .

Past Roles

External Roles

Board Governance

• Independence: The board determined all nominees except the CEO are independent under Nasdaq rules; Heron is classified as independent .
• Tenure: Appointed August 25, 2022 .
• Committee assignments and chair roles:
  • 2023: Audit, Compensation, Science & Technology member; Nominating & Governance not listed .
  • 2024: Audit (member), Compensation (member), Nominating & Governance (Chair), Science & Technology (member) .
  • 2025: Audit (member), Compensation (member; re-appointed Jan 2025), Nominating & Governance (Chair), Science & Technology (member) .
• Committee composition snapshots:
  • As of Mar 31, 2024 and during 2024: Heron chaired Nominating & Governance and served on Audit, Compensation, and Science & Technology .
  • 2025 committees include Heron on Audit; Nominating & Governance (Chair); Compensation; Science & Technology .
• Attendance/engagement:
  • 2022: Board met 12 times; each director attended ≥75% of board and committee meetings for their service period .
  • 2024: Board met 6 times; each director attended ≥75%; independent directors met at least twice in executive session .

Fixed Compensation

Director cash retainer structure (program baseline):

• Annual cash retainer: $40,000; Board Chair: $30,000; Audit Chair $15,000 ($7,500 members); Other committee Chairs $10,000 ($5,000 members). This framework was adopted effective April 1, 2022 and maintained for 2023 .

Heron’s actual director compensation (USD):

Notes:

• Values reflect grant-date fair value per ASC 718; see proxies for assumptions .
• 2022 amounts include Initial Award upon appointment (see Performance Compensation) .

Performance Compensation

Program mechanics for non-employee directors:

• Initial Award (upon first election/appointment): Option 88,448 shares + RSU 14,750 shares; vests in three equal annual installments; service-based; change-in-control full acceleration .
• Annual Award (at each annual meeting): Option 44,224 shares + RSU 7,375 shares; vests on earlier of 1st anniversary or immediately prior to next annual meeting; service-based; change-in-control full acceleration .

Heron’s equity awards and status:

Performance metrics tied to director compensation:

• None disclosed; director equity compensation is service-based vesting without TSR, revenue, EBITDA, or ESG targets .

Change-in-control treatment:

• All outstanding director equity awards become fully vested and exercisable upon a change in control .

Other Directorships & Interlocks

Expertise & Qualifications

• Life sciences commercial leadership (sales/marketing), finance/accounting, corporate governance, R&D oversight .
• Academic credentials: Ph.D. analytical biochemistry; MBA; B.S. chemistry (highest distinction) .
• Extensive public board experience (BioMarin since 2002; Palvella since 2024) .

Equity Ownership

Beneficial ownership and alignment:

Company policies affecting alignment:

• Anti-hedging/pledging: Directors are prohibited from hedging Vaxart stock and from pledging shares as collateral; no pledging by Heron is disclosed .
• Section 16 compliance: 2023 proxy noted certain late Form 4 filings tied to RSU tax transactions for executives, not directors; no delinquency for Heron disclosed .

Governance Assessment

• Committee effectiveness: Heron chairs the Nominating & Governance Committee and serves on Audit, Compensation, and Science & Technology, positioning her at the center of board composition, governance policy, risk oversight, and R&D oversight—a strong governance signal .
• Independence and attendance: Classified independent; attendance at or above 75% thresholds in 2024 and 2022; independent director executive sessions held, indicating robust governance practices .
• Compensation mix: Cash retainer aligns with market 25–50th percentile and equity at 50–75th percentile; Heron’s 2023–2024 equity grant values are modest relative to 2022 initial grants, suggesting normalization post-appointment and balanced cash/equity mix .
• Ownership alignment: Beneficial ownership is under 1%, typical for small-cap biotech directors; increasing reported shares from 2024 to 2025 via vested RSUs/options provides some alignment; hedging/pledging prohibitions reduce misalignment risk .
• Conflicts/related parties: No related-party transactions involving Heron are disclosed; the Audit Committee oversees and requires recusal where applicable, mitigating conflict risk .

RED FLAGS: None disclosed for related-party transactions, pledging/hedging, or low attendance. Potential time-commitment risk warrants monitoring given multiple external board roles, though attendance standards were met and committee leadership indicates engagement .