Mohammad Hirmand
About Mohammad Hirmand
Independent director (Class II) at Whitehawk Therapeutics since March 2023; age 55. Co-founder, EVP & Chief Medical Officer of Avenzo Therapeutics (oncology), with prior CMO roles at Turning Point Therapeutics (Dec 2019–Aug 2022) and Peloton Therapeutics (May 2017–Nov 2019), and senior clinical development roles at Medivation (2007–2017), Nuvelo, SuperGen, Tularik, and Theravance Biopharma. Education: M.D. Harvard Medical School; B.A. in Biological Sciences and Economics, Cornell University. The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turning Point Therapeutics | EVP & Chief Medical Officer | Dec 2019–Aug 2022 | Led clinical development, operations, regulatory; acquired by BMS |
| Peloton Therapeutics | Chief Medical Officer | May 2017–Nov 2019 | Acquired by Merck; oncology pipeline development |
| Medivation | Various roles incl. Chief Medical Officer | 2007–2017 | Clinical development leadership; company acquired by Pfizer |
| Nuvelo; SuperGen; Tularik; Theravance Biopharma | Clinical development roles | Not specified | Increasing responsibility in clinical development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avenzo Therapeutics (private) | Co-founder; EVP & Chief Medical Officer | Current | Oncology therapeutics focus |
| Atavistik Bio (private) | Director | Current | Private biotech board service |
Board Governance
- Independence: Determined independent by the Board (8 of 10 directors independent) .
- Board structure: Staggered board; Hirmand is Class II with term to 2028 .
- Attendance: Board met 13 times in 2024; all incumbents attended at least 75% of Board and committee meetings during periods served; independent director executive sessions are regularly held .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; chairs: Audit (Emma Reeve), Compensation (Richard Maroun), Nominating (Anupam Dalal) .
| Item | Status/Detail |
|---|---|
| Board Class | Class II; term expires at 2028 AGM |
| Independence | Independent (Nasdaq definition) |
| Committees | Audit: No; Compensation: No; Nominating: No |
| Attendance | ≥75% of Board/committee meetings in 2024 (incumbents) |
| Executive sessions | Regular sessions of independent directors |
2025 Election Outcome (Investor Confidence Signal)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Mohammad Hirmand, M.D. | 19,402,347 | 4,159,602 | 5,128,059 |
Fixed Compensation
- Policy (amended May 2024): Annual cash retainer $40,000; Chair retainer $26,000; Committee chair/member fees—Audit ($20,000/$8,000), Compensation ($12,000/$6,000), Nominating ($9,000/$4,500) .
- 2024 actual (director fees and awards):
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $40,000 |
| Stock Awards | — |
| Option Awards (grant-date fair value) | $57,999 |
| Total | $97,999 |
Performance Compensation
- Equity structure for directors:
| Element | Terms |
|---|---|
| Initial option grant | $106,000 grant-date fair value; vests monthly over 36 months |
| Annual option grant | $58,000 grant-date fair value; fully vests by first anniversary or next AGM |
| Option term & strike | 10-year max term; exercise price = 100% of FMV at grant |
| Change-in-control | Full acceleration of unvested director equity upon change in control |
| Annual cap | Non-employee director annual cap $750k ($1,000k in year of joining) |
- Performance metrics: No director performance-based metrics (e.g., TSR, revenue) disclosed for director equity; grants are time-based per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Current private boards | Atavistik Bio (director) |
| Interlocks/conflicts | No related-party transactions disclosed involving Hirmand; PIPE participation involved other directors and a senior executive, not Hirmand . |
Expertise & Qualifications
- More than 20 years of biotechnology clinical development leadership, including CMO roles across multiple oncology companies; Harvard-trained physician with dual undergraduate focus in biology and economics (Cornell) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (Apr 17, 2025) | 88,591 shares via options exercisable within 60 days; <1% of outstanding shares |
| Options held (Dec 31, 2024) | Options to purchase 105,038 shares |
| Shares outstanding (Record Date) | 46,784,618 |
| Hedging/pledging | Company policy prohibits hedging, pledging, short sales, and derivative transactions by directors |
Governance Assessment
- Strengths: Independent director with deep oncology development expertise; strong shareholder support in 2025 election (19.4M For vs 4.2M Withheld); incumbent attendance at ≥75% in 2024; company prohibits hedging/pledging aligning with investor interests .
- Alignment and incentives: Director compensation shifted toward lower annual equity grant values in May 2024 ($180k → $58k) and reduced initial grant ($325k → $106k), signaling capital discipline; Hirmand’s 2024 compensation aligned with policy ($40k cash; $57,999 option fair value) .
- Potential watch items: Not serving on key committees (Audit, Compensation, Nominating), which limits direct oversight roles; beneficial ownership <1% and primarily option-based rather than direct share ownership .
- Related-party exposure: No Hirmand-specific related-person transactions disclosed; broader PIPE included other directors and one executive with robust registration rights; Audit Committee oversees related-party transactions per policy .
Shareholder Sentiment (Advisory Vote on Executive Compensation, 2025)
| Vote | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (2025) | 18,855,748 | 4,692,033 | 14,168 | 5,128,059 |
Legal/Regulatory
- No material legal proceedings involving directors (including Hirmand) adverse to the company .
- Audit Committee independence and financial expertise affirmed; BDO USA reappointed for 2025; fees shown for 2024/2023 .
RED FLAGS
- None disclosed specific to Hirmand (no related-party transactions, no pledging/hedging, attendance threshold met). Monitoring points include low direct share ownership and absence from core oversight committees .