Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2023, the board of directors (the “Board”) of HilleVax Inc. (the “Company”) appointed Nanette Cocero, Ph.D., MBA, to the Board as a Class I director, effective immediately, with an initial term expiring at the 2023 annual meeting of stockholders of the Company. Dr. Cocero will serve on the audit committee of the Board. In connection with the appointment, the Board increased the size of the Board to nine members.
Dr. Cocero served as the Global President of Pfizer Vaccines from January 2019 to December 2022. Prior to that, from 2002 to 2022, Dr. Cocero served in other diverse leadership and executive capacities at Pfizer. Before joining Pfizer, Dr. Cocero was a management consultant in the biotech and pharmaceutical industries. Dr. Cocero earned a Bachelor of Science degree in chemistry from Cornell University, a Ph.D. in pharmacology from the University of Pennsylvania, and an MBA from The Wharton Business School. Dr. Cocero’s extensive experience in the pharmaceuticals industry and with the development and global marketing of vaccines contributed to the board of directors’ conclusion that she should serve as a director of the Company.
In connection with her appointment to the Board, Dr. Cocero received an option to purchase 34,000 shares of common stock of the Company, in accordance with the Company’s Non-Employee Director Compensation Program. The option award will have a term of ten years from the date of grant and will vest and become exercisable in equal monthly installments over three years, subject to Dr. Cocero’s continued service on the Board through the applicable vesting date. Dr. Cocero will also receive cash compensation for her service on the Board in accordance with the Company’s Non-Employee Director Compensation Program. Dr. Cocero will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on April 6, 2022.
There are no arrangements or understandings between Dr. Cocero and any other persons pursuant to which she was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Dr. Cocero and the Company. The Board has determined that Dr. Cocero meets the applicable independence requirements of the Nasdaq Stock Market.
