Zsolt Harsanyi

About Zsolt Harsanyi

Independent director since August 2016; age 81. Ph.D. in genetics (Albert Einstein College of Medicine) and bachelor’s degree from Amherst College. Former CEO/Chairman of Exponential Biotherapies; extensive finance and biotechnology oversight (E.F. Hutton corporate finance; Porton International president). Serves as Audit Committee Chair and Executive Committee Chair at Aptevo; board tenure marked by financial expert designation and governance experience .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Harsanyi is independent under Nasdaq rules; majority-independent board (83%) and 100% committee independence for Audit, Compensation, and Nominating/Governance committees .
• Committee assignments and chair roles:
  • Audit Committee: Chair; 4 meetings in 2024; all members designated “audit committee financial experts” .
  • Compensation Committee: Member; 6 meetings in 2024 .
  • Executive Committee: Chair; 3 meetings in 2024 .
• Board attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .

Fixed Compensation

• Director fee schedule (program-level):
  • Annual cash retainer $40,000; Board Chair $50,000; Committee Chair retainers: Audit $20,000; Compensation $15,000; Nominating/Gov $15,000; Executive $20,000; Committee member retainers: Audit $10,000; Compensation $7,500; Nominating/Gov $7,500; Executive $10,000; payments quarterly .
• 2024 cash actually paid to Harsanyi: $87,500 .

Performance Compensation

• Annual equity grants: Non‑employee directors awarded RSUs only (shifted from options+RSUs to 100% RSUs starting 2024), primarily for alignment; annual director grants vest 1‑year cliff; initial director grants continue 3‑year vesting .
• 2024 grant specifics: Each non‑employee director awarded 25 RSUs on July 17, 2024; vests in full on first anniversary (July 17, 2025). As of Dec 31, 2024, one unvested RSU shown post reverse‑split presentation; no options outstanding for directors .

• Plan performance metrics (applies company‑wide; non‑employee director RSUs are time‑based and typically not tied to performance): The Third Amended & Restated 2018 Stock Incentive Plan permits performance awards tied to metrics such as revenue, EBITDA, EBIT, margins, cash flow, TSR, stock price, clinical/Regulatory milestones, manufacturing, sales/market share, financing, litigation resolution, and balance sheet objectives (with GAAP-based adjustments as determined) .

• Governance features of the plan: Prohibits repricing without stockholder approval, imposes minimum 1‑year vesting, no dividends on unvested awards, clawbacks, no tax gross‑ups, cap of $1,000,000 value per year for non‑employee directors (including cash) .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation (all Audit members) .
• Deep industry leadership across biotech, vaccines, genomics; academic genetics/microbiology background .
• Board skills matrix shows Harsanyi contributes leadership, strategy, governance, relevant industry, ESG/human capital, risk management, finance, and public company experience .

Equity Ownership

• Beneficial ownership (June 20, 2025): Harsanyi listed with “—” shares; less than 1% .
• Prior season snapshot (September 13, 2024): Harsanyi beneficially owned 494 shares, including 214 shares issuable upon exercise/vesting within 60 days; less than 1% .

• Equity/derivatives outstanding: As of Dec 31, 2024, non‑employee directors had no options; RSUs unvested shown as “1” per split‑adjusted presentation; annual grant was 25 RSUs on Jul 17, 2024 .
• Hedging/pledging: Company policy prohibits employee/officer/director hedging; no pledged shares disclosed .

Governance Assessment

• Strengths

  • Independent director with extensive biotech and capital markets experience; serves as Audit Committee Chair and Executive Committee Chair, reinforcing board financial oversight and responsiveness .
  • Audit Committee members designated “financial experts”; strong governance controls and ESG oversight delegated to Audit .
  • Director compensation structure modest and aligned (RSUs only; 1‑year vest; no options or repricing; clawback; no tax gross‑ups); cash fees consistent with committee workload .
  • Board attendance robust (≥75%); directors attend annual meetings; committee independence at 100% .

• Watch items / potential RED FLAGS

  • Interlock with Emergent BioSolutions (Harsanyi as Chairman; Aptevo CEO Marvin White on Emergent board) may warrant monitoring for related‑party or conflict scenarios if transactions occur between entities; current independence review found no material disqualifying relationships .
  • Reverse stock splits and frequent financing actions overseen between board meetings via Executive Committee (chaired by Harsanyi) concentrate authority; ensure robust disclosure/controls remain in place .

• Attendance/engagement signals

  • Board: 7 meetings in 2024; committee meetings active; each director met ≥75% threshold; no attendance concerns disclosed .

• Compensation structure signals

  • Directors: time‑based RSUs only; shift away from options reduces volatility but maintains alignment; annual equity grants with one‑year cliff vest; cash fees scaled to chair responsibilities .
  • Independent compensation consultant (Willis Towers Watson) engaged; assisted with peer group refinements and non‑employee director compensation review .

• Related‑party transactions

  • Audit Committee retains authority to review/approve related transactions; independence assessment found no material or disqualifying relationships for Harsanyi .

Director Compensation – Detail (2024)

Committee Composition & Meetings (2024)

Signals for Investors

• Independence and financial expertise reduce governance risk; Harsanyi’s dual chair roles indicate high engagement and influence in oversight and time‑sensitive decisions .
• Equity holdings appear de minimis (beneficial ownership <1%), which moderates “skin‑in‑the‑game” alignment; however director equity grants provide baseline alignment without performance conditions .
• Interlocks with Emergent warrant routine conflict monitoring; current disclosures do not indicate related‑party transactions impacting independence .