Form 4: HilleVax Director Gary Dubin Receives 17,199 Restricted Stock Units as Compensation

HilleVax, Inc. Director Gary Dubin was granted 17,199 Restricted Stock Units (RSUs) on June 23, 2025, as part of the company's non-employee director compensation program.

Summary

• Gary Dubin, a Director of HilleVax, Inc. (HLVX), acquired 17,199 shares of common stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on June 23, 2025, with a reported price of $0.00 per RSU, indicating they were granted as compensation.
• These RSUs were granted under the Registrant's Non-Employee Director Compensation Program.
• The RSUs are set to vest 100% on the first anniversary of the grant date (June 23, 2026) or upon a Change in Control, whichever occurs first.
• Vesting is contingent upon Mr. Dubin's continued service on HilleVax's board of directors through the vesting date.
• Following this transaction, Gary Dubin beneficially owns 17,199 shares of common stock directly.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event that aligns director interests with shareholders, which is generally viewed favorably, but it does not indicate any new operational or financial performance.

Positives

• The RSU grant aligns the interests of Director Gary Dubin with those of shareholders, as the value of his compensation is tied to the company's stock performance.
• This is a standard practice for compensating non-employee directors, indicating a structured and transparent corporate governance approach to executive and director remuneration.

Risks

• The value of the granted RSUs is subject to the future performance of HilleVax's stock price, meaning the actual realized compensation could be lower than the initial grant value if the stock declines.
• The vesting of the RSUs is contingent on continued service, posing a risk of forfeiture if the director's service terminates before the vesting date.

Future Outlook

The document indicates a future vesting event for the granted Restricted Stock Units, with 100% vesting on the first anniversary of the grant date (June 23, 2026) or upon a Change in Control, contingent on continued service.

Industry Context

The grant of Restricted Stock Units to a non-employee director is a common compensation practice across various industries, including biotechnology and pharmaceuticals, to attract and retain qualified board members and align their interests with long-term shareholder value. This filing reflects a routine aspect of corporate governance and compensation within the sector.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for non-employee director compensation is a widely adopted practice across publicly traded companies, including those in the biotechnology sector like HilleVax.
• The vesting schedule, which includes a one-year cliff vesting or accelerated vesting upon a change in control, is typical for such grants, aiming to incentivize long-term commitment and provide liquidity events.
• While specific comparable companies or projects are not detailed in this filing, the general structure of this compensation aligns with industry benchmarks for director equity awards, which often involve a mix of cash and equity to ensure alignment with company performance.

Corporate Governance

Related Party Transactions

• The RSU grant to Gary Dubin, a Director of HilleVax, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The RSU grant represents a form of equity compensation that aligns the director's interests with shareholder value creation, as the value of the RSUs is tied to the company's stock performance. It also implies a minor potential for future dilution upon vesting.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers: No direct impact on customers is indicated by this specific filing.
• Suppliers: No direct impact on suppliers is indicated by this specific filing.
• Creditors: No direct impact on creditors is indicated by this specific filing.

Next Steps

• The 17,199 RSUs granted to Gary Dubin are scheduled to vest on June 23, 2026, or earlier upon a Change in Control, provided he continues his service on the board.

Key Dates

Keywords

HilleVax, HLVX, SEC Form 4, Restricted Stock Units, RSU grant, Director compensation, Insider transaction, Equity compensation, Corporate governance, Stock ownership