Jeffrey A. Bailey
Aurinia PharmaceuticalsAbout Jeffrey A. Bailey
Independent director of Aurinia Pharmaceuticals (AUPH), age 63, appointed August 18, 2023. He chairs the Compensation Committee and serves on the Audit and Governance & Nomination Committees. Background spans CEO/chair roles across biotech and pharma; BA in Business Administration from Rutgers University. The Board deems him independent under Nasdaq and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tekla Capital Management LLC | Chairman | 2020–2023 | Led firm until acquisition by Aberdeen Investments |
| Aileron Therapeutics Inc. | Chairman | 2017–2023 | Chairman until merger with Lung Therapeutics |
| BioDelivery Sciences International, Inc. | CEO | 2020–2022 | Strategic operations; successful acquisition outcome |
| Illuminoss Medical, Inc. | CEO | 2018–2020 | Leadership through strategic initiatives |
| Neurovance, Inc. | President/CEO | 2015–2017 | Led company through acquisition |
| Lantheus Medical Imaging | CEO | 2013–2015 | Drove IPO as CEO |
| Fougera Pharmaceuticals Inc. | President/CEO | 2011–2012 | Corporate leadership |
| King Pharmaceuticals, Inc. | Chief Commercial Officer | 2010–2011 | Led 750+ employees; $1.5B annual sales |
| Novartis | President & GM (U.S.) | 2008–2010 | Led 1,000-person team; $825M annual sales |
| Johnson & Johnson (Centocor/J&J Family) | Multiple roles | 1984–~2004 | 20-year progression in leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Aberdeen Investments | Director | 2023 | Oversees funds family |
| abrdn Healthcare Investors (NYSE: HQH) | Fund Director | 2023 | Formerly Tekla; abrdn-managed |
| abrdn Life Sciences Investors (NYSE: HQL) | Fund Director | 2023 | abrdn-managed |
| abrdn Healthcare Opportunities Fund (NYSE: THQ) | Fund Director | 2023 | abrdn-managed |
| abrdn World Healthcare Fund (NYSE: THW) | Fund Director | 2023 | abrdn-managed |
Interlocks: Director nominee Kathy Goetz also serves on the same abrdn funds, creating a shared-board interlock within Aurinia’s board network .
Board Governance
- Independence: Board majority independent; Bailey independent. Separate Chair and CEO; presiding Chair is independent .
- Committee assignments (current): Bailey chairs Compensation; member Audit and Governance & Nomination .
- Attendance/engagement: In 2024 the Board met 22 times; Committees met Audit (4), Compensation (4), Governance (6). Each incumbent director attended ≥75% of meetings; Bailey attended the 2024 annual meeting .
- Executive sessions: Regular independent director sessions held .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash director/committee retainers | $64,497 | Annual board retainer plus chair/member fees |
| RSU grant | $99,992 | 12,135 RSUs granted 11/21/2024; RSUs vest 100% at 1-year |
| Stock option grant | $100,005 | 18,641 options granted 11/21/2024; 10-year term; vest at 12 months |
| Total 2024 director comp | $264,494 | Sum of cash + equity grant-date fair values |
Policy references:
- Annual board retainer $45,000 (non-Chair); Committee chairs/members: Comp ($15k/$7.5k), Audit ($20k/$10k), Governance ($10k/$5k) .
- New director onboarding equity $340,000; annual director equity $200,000; options 10-year term; RSUs vest at 1-year .
Onboarding grants (Aug 2023):
- 17,913 RSUs and 28,959 options with grant-date values for Bailey at appointment .
Performance Compensation
| Metric | Target | Result | Payout |
|---|---|---|---|
| Director performance-based metrics | Not applicable | Not disclosed | Directors receive retainers, RSUs, and options; no disclosed performance metrics or PSUs for non-employee directors . |
Other Directorships & Interlocks
| Person | Shared Board/Entity | Potential Implication |
|---|---|---|
| Jeffrey A. Bailey & Kathy Goetz | abrdn HQH/HQL/THQ/THW fund boards | Information flow/interlock across healthcare fund governance; monitor for conflicts if funds hold AUPH or counterparties . |
Expertise & Qualifications
- Operations and commercialization leader with CEO experience across public and private biopharma; IPO and M&A execution track record (e.g., Lantheus IPO; multiple successful acquisitions) .
- Large-scale commercial leadership at King (>$1.5B sales) and Novartis ($825M sales) .
- Education: Business Administration, Rutgers University .
Equity Ownership
| Measure (as of April 12, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 42,315 | <1% of outstanding shares |
| Common shares owned outright | 13,356 | Included in beneficial ownership |
| Options exercisable or vesting within 60 days | 28,959 | Exercisable within 60 days |
| RSUs outstanding at FY 2024 | 12,135 | Director RSUs granted Nov 2024 |
Ownership alignment safeguards:
- Share Ownership Policy requires directors to hold Qualifying Shares equal to 3x annual board retainer; Qualifying Shares include owned shares and unvested RSUs (not options) .
- Hedging/pledging prohibited for directors and insiders .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; broad CEO/operator background strengthens pay-for-performance oversight; robust director ownership policy, hedging/pledging prohibitions, and clawback policy adopted Nov 22, 2023 .
- Engagement: ≥75% attendance; participation in shareholder outreach (Comp Chair engaged across calls per CD&A overview) .
- Potential conflicts: Shared fund directorships with Kathy Goetz across abrdn funds; monitor transactions if those funds invest in AUPH or significant counterparties (no related-person transactions above $120k since Jan 1, 2024) .
- RED FLAGS: None disclosed regarding legal proceedings, penalties, bankruptcies, hedging/pledging, or related-party transactions; Tang Capital (7.3% owner) chair is independent but significant holder—watch governance concentration dynamics .
Committee effectiveness signals: All committees wholly independent; Bailey signed Compensation Committee report; Audit/Comp charters emphasize risk oversight, equity plan administration, and consultant independence (WTW engaged; conflict-of-interest review performed) .
Director compensation mix emphasizes equity alongside cash retainers; 2024 RSUs/options standard; no director PSUs—aligns with long-term share value via vesting/equity but lacks explicit performance metrics for directors .
Attendance: Board (22), Audit (4), Compensation (4), Governance (6) in 2024; incumbent directors ≥75% attendance; Bailey attended 2024 AGM .