Craig Johnson
Aurinia PharmaceuticalsAbout Craig Johnson
Craig Johnson (age 63) is an independent director of Aurinia Pharmaceuticals Inc. (AUPH), appointed November 7, 2024, and serves as Chair of the Audit Committee; he is recognized by the Board as an audit committee financial expert with 30+ years of senior finance leadership in biotech and prior CPA experience at Price Waterhouse, holding a B.B.A. in accounting from the University of Michigan-Dearborn . He is currently a director of Heron Therapeutics, Inc. (NASDAQ: HRTX) and previously served on boards of Mirati, La Jolla, Odonate, Decipher Biosciences, Adamis, and Ardea Biosciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TorreyPines Therapeutics, Inc. | Vice President & Chief Financial Officer | 2004–2009 | Led finance through sale to Raptor Pharmaceuticals; then VP at a wholly owned Raptor subsidiary (2009–2010) |
| MitoKor, Inc. | CFO & SVP Operations; earlier roles | 1994–2004 | Senior finance and operations leadership in biotech |
| Price Waterhouse | Certified Public Accountant | Early career | Public accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Exchange |
|---|---|---|---|
| Heron Therapeutics, Inc. | Director | 2014–present | NASDAQ: HRTX |
| Mirati Therapeutics, Inc. | Director | 2013–2024 (acquired by BMS) | — |
| La Jolla Pharmaceutical Company | Director | 2013–2022 (acquired by Innoviva) | — |
| Odonate Therapeutics, Inc. | Director | 2017–2022 | — |
| Decipher Biosciences, Inc. | Director | 2015–2018 | — |
| Adamis Pharmaceuticals Corporation | Director | 2011–2014 | — |
| Ardea Biosciences, Inc. | Director | 2008–2012 (acquired by AstraZeneca) | — |
Board Governance
- Independence: The Board determined Johnson is independent under Nasdaq and Canadian rules; Peter Greenleaf (CEO) is the only non-independent director .
- Board leadership: Independent Chair (Kevin Tang) with CEO/Chair separation; wholly independent Audit, Compensation, and Governance Committees; regular executive sessions of independent directors .
- Committee assignments (current): Johnson chairs Audit and serves on Compensation and Governance; all committee members are independent .
- Attendance: In 2024 the Board met 22 times; Audit 4; Compensation 4; Governance 6; Johnson attended 1/1 Board meetings post-appointment; all incumbents met ≥75% attendance .
| Committee | Members | Chair |
|---|---|---|
| Audit | Craig Johnson; Jeffrey A. Bailey; Kevin Tang | Craig Johnson |
| Compensation | Jeffrey A. Bailey; Craig Johnson; Kevin Tang | Jeffrey A. Bailey |
| Governance & Nomination | Kevin Tang; Jeffrey A. Bailey; Craig Johnson | Kevin Tang |
Fixed Compensation
| Component | Policy/Amount | Craig Johnson (2024) |
|---|---|---|
| Annual Board retainer | $45,000 for non-employee directors; Chair not paid | Partial-year cash fees $6,725 |
| Committee retainers | Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Governance Chair $10,000; Governance Member $5,000 | Included in cash fees above (appointed Nov 7, 2024) |
| Equity – annual grant | $200,000 (RSUs/options) vesting at 12 months | 12,135 RSUs and 18,641 options granted Nov 21, 2024 (standard annual grant values) |
| Equity – onboarding grant | $340,000 for new directors | 20,631 RSUs and 31,688 options granted Nov 21, 2024 (onboarding) |
| 2024 total director compensation | Aggregate $2,063,890 across directors | Total $346,724 (Fees $6,725; Stock awards $169,999; Option awards $170,000) |
Grant specifics and vesting:
- RSUs for directors vest 100% on first anniversary of grant; options have 10-year term and vest at 12 months .
- Johnson’s grants: 20,631 RSUs (grant-date price $8.24) and 31,688 options (fair value $5.36) on Nov 21, 2024 .
Performance Compensation
- No performance-based equity disclosed for directors; RSUs and options vest based on time only (12 months) .
Other Directorships & Interlocks
| Person | Overlapping Companies | Nature |
|---|---|---|
| Craig Johnson & Kevin Tang | Heron Therapeutics (Johnson current director; Tang former Chairman/Director), La Jolla Pharmaceutical (both prior), Odonate Therapeutics (both prior), Ardea Biosciences (both prior), Decipher (Johnson prior; Nova prior CEO) | Historical interlocks across multiple life sciences boards; current overlap at Heron only for Johnson (Tang not currently on Heron board) . |
- Potential governance consideration: The Board Chair (Kevin Tang) is President of Tang Capital, the 7.3% shareholder, and is a member of Audit and Compensation Committees; committees remain independent per rules and Johnson chairs Audit, but investor influence concentration warrants monitoring .
Expertise & Qualifications
- Audit committee financial expert as defined by SEC; fulfills Nasdaq/Canadian financial literacy requirements .
- Deep finance leadership (CFO roles), operations, and governance in biotech; CPA background .
- Board experience through multiple successful acquisitions (Mirati → BMS; La Jolla → Innoviva; Ardea → AstraZeneca) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (# shares) | — | As of April 12, 2025, Johnson not listed with beneficial ownership within 60 days (due to 12‑month vesting on RSUs/options) . |
| Director awards outstanding (12/31/2024) | 31,688 options; 20,631 RSUs | Options/RSUs granted Nov 21, 2024; vest at 12 months; 10-year option term . |
| Ownership guidelines | 3x annual Board retainer; 5 years to comply; must retain 50% of after-tax shares until met; Qualifying Shares include owned shares and unvested RSUs (not options) . | |
| Hedging/pledging | Prohibited for directors/officers/employees . |
Governance Assessment
-
Strengths:
- Independent Audit Chair and audit committee financial expert; wholly independent committees; regular executive sessions .
- Clear independence status and strong attendance; Johnson attended all meetings available post-appointment (1/1) .
- Clawback policy updated to comply with SEC/Dodd-Frank; robust insider trading, anti-hedging/pledging policies; majority voting in uncontested elections .
-
Weaknesses/Watch items:
- Ownership alignment still developing due to recent appointment and 12‑month vesting; no current beneficial ownership reported for Johnson as of April 12, 2025 .
- Concentration of influence risk: large shareholder Tang Capital (7.3%) with Kevin Tang as independent Chair and member of Audit/Compensation; mitigated by independent composition and Johnson’s role as Audit Chair, but monitor related-party transactions (none reported since Jan 1, 2024) and committee decision-making .
-
Signals:
- Board refresh (reduced to six, four new in past year) and shift to performance-/option-only equity for employees suggest increased alignment with shareholder value; Johnson’s appointment as Audit Chair is consistent with strengthening oversight .
-
Red flags identified: None disclosed for Johnson regarding legal sanctions, cease trade orders, bankruptcies within last 10 years; Company prohibits hedging/pledging; no related-party transactions involving directors >$120k since Jan 1, 2024 .