Natasha Hernday
About Natasha Hernday
Independent director at XOMA since July 2020; age 53 as of April 15, 2025; former Chief Business Officer at Seagen (2011–2023), with prior M&A/out‑licensing roles at Amgen; B.A. in Microbiology (UC Santa Barbara) and M.B.A. (Pepperdine) . She is Chair of the Nominating & Governance Committee and a member of the Audit Committee, and is designated an audit committee financial expert; XOMA’s Board has determined she is independent under Nasdaq rules . In 2024 the Board met 8 times and all directors attended at least 75% of Board and committee meetings while serving .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen, Inc. (public; acquired by Pfizer) | Chief Business Officer; Executive Committee member; led sale to Pfizer and integration planning | 2011–2023 | Transaction leadership and integration planning for oncology businesses |
| Amgen Inc. | Director, M&A; Director, Out‑Partnering; earlier scientific roles | 1994–2010 | Corporate development; licensing/out‑licensing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Firefly Bio, Inc. (private) | Director | Current | Private biotechnology company |
| Knight Campus External Advisory Board, Univ. of Oregon | External Advisory Board member | Current | Advisory role |
| PDL BioPharma, Inc. | Director | Prior | Public company (prior service) |
| Alpine Immune Sciences, Inc. | Director | Prior | Public company (prior service) |
Board Governance
- Committee assignments (2024–2025): Chair, Nominating & Governance Committee; Member, Audit Committee .
- Audit Committee financial expert designation: Hernday qualifies as an “audit committee financial expert”; all Audit Committee members are financially literate .
- Independence: Board determined Hernday is independent under Nasdaq rules .
- Attendance: Board held 8 meetings in 2024; all directors met at least 75% attendance for Board and committees on which they served; Audit met 4x, Compensation 4x, N&G 3x .
- Risk oversight: Audit oversees accounting/financial reporting, IT and cybersecurity; Compensation oversees comp-related risk; N&G oversees board composition/nominee evaluation .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $66,588 |
| RSU awards (grant-date fair value) | $74,995 |
| Option awards (grant-date fair value) | $74,772 |
| Total | $216,355 |
Director compensation policy (structure):
- Annual cash retainer: $40,000 .
- Committee fees: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Governance Chair $12,000; N&G member $6,000; Chairman/Lead Independent Director $40,000; no meeting fees .
- Annual equity grant to continuing directors: $150,000 in director‑elected mix of options (monthly vesting over one year), RSUs (one‑year cliff) or 50/50 split; initial new‑director option grant $250,000 (3‑year monthly vesting) plus pro‑rata annual grant; annual director compensation capped at $750,000 under the LTIP .
Performance Compensation
| Equity detail (as of 12/31/2024 unless noted) | Units / Notes |
|---|---|
| RSUs outstanding | 3,035 units |
| Stock options outstanding | 43,196 options |
| 2024 equity grant structure | Split 50% RSUs / 50% options elected by Hernday |
| Plan guardrails | No option/SAR repricing without stockholder approval; no dividends on unvested awards; director comp cap $750k/year; clawback applies |
Note: XOMA’s director equity is time‑based (not tied to operational performance metrics). No director‑specific performance metrics were disclosed for equity vesting .
Other Directorships & Interlocks
| Company | Type | Role | Overlaps/Notes |
|---|---|---|---|
| Firefly Bio, Inc. | Private | Director | Current external board; no related‑party transactions reported by XOMA in 2023–2024 |
| PDL BioPharma, Inc. | Public (prior) | Director | Prior service; no related‑party transactions reported by XOMA in 2023–2024 |
| Alpine Immune Sciences, Inc. | Public (prior) | Director | Prior service; no related‑party transactions reported by XOMA in 2023–2024 |
| Knight Campus EAB (U. Oregon) | Academic | Advisory Board member | Advisory role |
Expertise & Qualifications
- Corporate development/M&A and integration (Seagen sale to Pfizer; executive integration planning) .
- Strategic partnering, in/out‑licensing (Amgen; Seagen) .
- Scientific grounding (microbiology) and business training (MBA) .
- Financial literacy and Audit Committee financial expert designation .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Natasha Hernday | 43,196 | <1% | Includes 43,196 shares underlying options exercisable within 60 days of 3/31/2025 |
Hedging/pledging policy: XOMA prohibits short sales, derivatives, hedging, margin purchases, and pledging of company stock by directors, officers, and employees .
Governance Assessment
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Strengths:
- Material transaction and integration expertise; adds M&A and strategic partnering depth to XOMA’s Board while chairing N&G and serving on Audit as a designated financial expert, supporting oversight of governance, risk, and financial reporting .
- Independent status and 75%+ attendance threshold met in 2024 across Board/committees; Audit/N&G maintained active meeting cadence (Audit 4; N&G 3) .
- Pay structure aligns with shareholders via equity grants; plan guardrails include no repricing, no dividends on unvested awards, and a director compensation cap; clawback applies to incentive awards .
- Related‑party oversight resides with Audit; no reportable related‑party transactions in 2023–2024; robust approval procedures disclosed .
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Watch items / potential investor confidence considerations:
- Ownership alignment: Reported beneficial ownership consists of options exercisable within 60 days; limited disclosure of directly held common shares could signal lower immediate cash-at-risk exposure relative to RSUs/options (still equity‑linked) .
- Structural governance shift: Board‑sponsored proposal to reincorporate to Nevada increases director/officer protections and may reduce litigation risk/costs, but also narrows certain stockholder rights (e.g., broader exculpation; differences in inspection rights and removal thresholds), a point of investor scrutiny for accountability; as N&G Chair, Hernday will be central to governance calibration post‑move if approved .
- Board empowerment proposal: Authorization for unilateral bylaw amendments (Proposal 4) aligns with prevalent practice but carries potential anti‑takeover implications; Board notes it preserves stockholder bylaw rights and cites responsiveness needs; investors may monitor how N&G applies this authority .
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RED FLAGS: None identified specific to Hernday on related‑party transactions, hedging/pledging, or attendance; company policy bans hedging/pledging; no reportable related‑party transactions in 2023–2024 . Potential red flags for some investors are company‑level (Nevada reincorporation; unilateral bylaw amendment authority), not person‑specific .