Benjamin Harshbarger
About Benjamin Harshbarger
Benjamin “Ben” Harshbarger, age 56, is Chief Legal Officer (since June 2021) and previously served as General Counsel (June 2020–June 2021) at Astria Therapeutics (ATXS). He was Interim CEO and General Counsel at Novelion Therapeutics (2018–2019) and held senior legal roles at Aegerion (2012–2018), Cubist, ViaCell, and Biogen. He holds a J.D. from Boston College Law School and a B.A. in Political Science from the University of Richmond . Company pay-versus-performance shows TSR turning sharply positive in 2024 ($100 → $166) after a 2023 drawdown ($100 → $60) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astria Therapeutics | Chief Legal Officer | Jun 2021–present | Oversees legal, corporate governance, and disclosure; signatory on corporate 8-Ks |
| Astria Therapeutics | General Counsel | Jun 2020–Jun 2021 | Transitioned into CLO role supporting strategic refocus |
| Novelion Therapeutics | Interim CEO; General Counsel | 2018–2019 | Led corporate transition/wind-down; Novelion entered voluntary receivership in Jan 2020 |
| Aegerion (and Novelion post-merger) | Acting/General Counsel; VP EMEA/Deputy GC | 2012–2018 | Managed legal through restructuring; Aegerion filed Chapter 11 as part of sale; later acquired by Amryt |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cubist Pharmaceuticals | Legal roles (increasing responsibility) | Not disclosed | Commercial-stage biotech legal support |
| ViaCell | Legal roles | Not disclosed | Legal support in biotech setting |
| Biogen | Legal roles | Not disclosed | Large-cap biotech legal experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 439,635 | 461,617 (5% increase) |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Annual Bonus ($) | 195,638 (corp 110% + individual) | 184,647 (corp 100%; individual component removed) |
| All Other Comp ($) | 2,198 | 11,777 |
Notes:
- In 2024, executive bonuses (ex-CEO) removed individual goal component; all based on corporate goals achieved at 100% .
- CEO remains on 100% corporate-goal bonus structure; included for context .
Performance Compensation
| Component | Grant/Period | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | FY2024 | 100% corporate goals (advancement of STAR-0215/STAR-0310, corporate/financial strategy, people) | 40% of salary | 100% of target (paid $184,647) | N/A |
| Annual Cash Bonus (2023) | FY2023 | 75% corporate goals; 25% individual goals | 40% of salary | Corporate goals at 110%; paid $195,638 | N/A |
| Stock Options (Annual) | 2/8/2024 | Long-term equity; not formulaic to TSR/financials; option value/ownership methodology | N/A | Grant-date FV $1,789,892 | 25% on 2/7/2025; remainder monthly to 2/7/2028 |
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 14, 2025): 263,019 shares; <1% of outstanding .
- Insider trading policy prohibits short sales, derivatives (unless approved), margin, and pledging without Audit Committee approval (no pledges disclosed) .
- Clawback policy compliant with Nasdaq: recovers incentive comp after accounting restatements; covers financial metrics, stock price, and TSR-based awards .
Outstanding equity awards (12/31/2024):
| Type | Amount | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|
| Options (Exercisable) | 7,499 | $37.02 | 6/10/2030 | Vested |
| Options (Exercisable/Unexercisable) | 61,110 / 5,556 | $17.22 | 3/31/2031 | Unvested monthly through 3/31/2025 (now vested) |
| Options (Exercisable/Unexercisable) | 29,169 / 4,164 | $12.96 | 6/7/2031 | Unvested monthly through 6/7/2025 |
| Options (Exercisable/Unexercisable) | 38,958 / 16,042 | $6.51 | 2/29/2032 | Unvested monthly through 2/17/2026 |
| Options (Exercisable/Unexercisable) | 41,250 / 48,750 | $13.36 | 1/31/2033 | Unvested monthly through 1/31/2027 |
| Options (Unexercisable) | 175,000 | $15.26 | 2/7/2034 | 25% vested 2/7/2025; remainder monthly to 2/7/2028 |
Upcoming vesting overhang (potential selling pressure):
- Ongoing monthly vesting from 2024/2023 option grants through Feb 7, 2028; near-term completions in 2025–2027 per schedules above .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; no individual employment agreement (CEO has separate agreement) |
| Severance (no CIC) | 12 months base salary + Company-paid COBRA for eligible period; no equity acceleration; example (12/31/2024): $461,617 cash + $29,868 COBRA |
| Severance (CIC + qualifying termination within 1 year) | 12 months base salary + COBRA + full vesting of unvested equity; example (12/31/2024): $461,617 cash + $29,868 COBRA + $38,982 accelerated equity value |
| Non-compete / Non-solicit | 12 months post-termination; non-compete inapplicable if terminated without cause or laid off |
| Clawback | Nasdaq-compliant recovery of incentive compensation in case of restatement (includes stock price/TSR-based comp) |
| Hedging/Pledging | Prohibited without Audit Committee approval; margin use prohibited |
Company Performance Context
- Pay vs Performance (Company-level): value of $100 investment in ATXS at year-end — 2022: $116; 2023: $60; 2024: $166, reflecting a sharp improvement in 2024 .
- Say-on-Pay: 2024 approval For 40,882,888; Against 5,346,924; 2025 approval For 43,538,692; Against 6,611,451 (both with sizable support) .
Compensation Structure Analysis
- Mix and alignment: 2024 increased equity intensity (option grant FV rose to $1.79M from $0.66M in 2023), while bonus normalized to 100% of target given corporate goal attainment; base salary up 5% YoY (market/merit) .
- Incentive design: Executive officer annual bonuses in 2024 removed individual performance component, making bonuses entirely contingent on corporate goals; for 2023, 25% individual weighting persists (now removed) .
- Performance metrics: Goals emphasized clinical progress (STAR-0215/STAR-0310), strategy, and organizational objectives; no explicit TSR or financial metric weighting in annual bonus .
- Equity methodology: Option sizes informed by market analysis and a blended approach of option value and target ownership percentage; 2024 grant timing/size reflected post-financing share count dynamics; larger 2025 grants reduced remaining plan capacity (dilution consideration) .
Related Policies and Governance
- Insider Trading Policy: prohibits hedging, short sales, margin, and pledging without approval; establishes trading windows and 10b5-1 plan procedures .
- Equity Plan features: no option/SAR repricing without shareholder approval; no dividends on unvested awards .
- Beneficial Ownership: Harshbarger’s <1% stake indicates alignment primarily through options; no ownership guideline disclosures in recent proxy; earlier proxy noted no formal executive ownership guidelines (historical reference) .
Investment Implications
- Retention and selling pressure: Multi-year, front-loaded vesting from 2024/2025 grants creates sustained monthly unlocks through early 2028 that could contribute to intermittent selling pressure, though policy constraints (pre-clearance/windows/10b5-1) apply .
- Change-in-control economics: Double-trigger acceleration with 12 months salary and COBRA; equity accelerates only upon qualifying termination in connection with a CIC, limiting single-trigger windfalls .
- Pay-for-performance signaling: 2024 bonus linked 100% to corporate objectives at target and a substantial increase in option value signal confidence in long-term value creation; company-level TSR rebounded materially in 2024 .
- Dilution awareness: 2025 share pool increase and larger annual grants to executives and employees expand potential dilution (total potential future award dilution ~10.9% on fully diluted basis as of 3/31/2025) — an overhang investors should monitor alongside execution milestones .
- Background risk check: Prior work through Aegerion’s restructuring and Novelion’s wind-down reflects deep experience in complex legal/strategic situations; not a current legal proceeding at Astria but part of career history to consider .