Joe Miller
Aurinia PharmaceuticalsAbout Joe Miller
Joe Miller is Aurinia Pharmaceuticals’ Chief Financial Officer, serving since April 2020. He is 51, holds a B.S. in accounting from Villanova University, and is a Certified Public Accountant, with prior finance leadership roles at Avalo Therapeutics (Cerecor), Sucampo, QIAGEN, Eppendorf, and KPMG’s audit practice . Company performance during 2024 included net product sales of LUPKYNIS up 36% to $216.2 million and total net revenue of $235.1 million, with a positive cash flow from operations and profitability; Aurinia’s five‑year TSR (from a fixed $100 base) stood at 44.32 as of 2024 . The compensation program emphasizes pay-for-performance, with 2024 corporate achievement assessed at 125% and non‑CEO bonus structures weighted 80% corporate/20% individual .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avalo Therapeutics (Cerecor) | CFO, Principal Executive Officer, Corporate Secretary | Not disclosed | Led public company finance and reporting |
| Sucampo Pharmaceuticals | Vice President of Finance | Not disclosed | Built finance organization to support growth |
| QIAGEN N.V. | Progressive finance/management roles | Not disclosed | Operational finance leadership |
| Eppendorf AG | Progressive finance/management roles | Not disclosed | Operational finance leadership |
| KPMG LLP | Audit practice | Not disclosed | Foundation in audit and controls |
External Roles
No public company directorships or external board roles disclosed for Joe Miller .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $500,701 | $500,701 |
| Target Bonus % of Salary | 50% | 50% |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Actual |
|---|---|---|
| Corporate Achievement Weighting | 80% corporate / 20% individual | 80% corporate / 20% individual |
| Corporate Achievement Score | 100% baseline | 125% achieved |
| Target Bonus ($) | $250,351 | — |
| Actual Bonus Paid ($) | — | $312,938 |
Equity Incentives
2024 Grants
- RSUs: 196,153 shares; vest in three equal annual installments on the first, second, and third anniversaries of grant .
- Performance Awards: 49,038 shares; payout based on pre‑set revenue targets, vest 50% on 12/31/2025 and 50% on 12/31/2026, with up to 150% of initial grant for outperformance; amounts shown for 2024 reflect 75% (threshold) based on year‑end achievement .
2025 Program Redesign
- All employee equity grants are either performance awards or stock options (no time‑vested RSUs); performance awards vest in four tranches contingent on achieving progressively higher share price targets, each tranche subject to a one‑year retention period; options/awards only have value if the share price appreciates .
| Equity Type | Grant Date | Quantity | Metric | Target / Assessment | Vesting |
|---|---|---|---|---|---|
| RSUs | 2/20/2024 | 196,153 | Time-based | — | 3 equal annual installments |
| Performance Awards | 3/4/2024 | 49,038 | Revenue | 75% recognized at YE 2024 | 50% on 12/31/2025; 50% on 12/31/2026 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares | % of Outstanding |
|---|---|---|
| Joe Miller | 679,977 (448,673 options exercisable within 60 days; 231,304 shares owned outright) | <1% (starred as less than 1%) |
Shares Outstanding: 136,646,428 (as of April 12, 2025; excludes 135,515 shares pending cancellation) .
Outstanding Equity Awards at 12/31/2024
Options
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/21/2020 | 270,610 | — | 13.03 | 12/21/2030 |
| 3/2/2022 | 163,224 | 14,839 | 12.01 | 3/2/2032 |
- Standard vesting: 33.333% at 12 months, remainder monthly over next two years; inducement options may have different schedules .
- YE 2024 closing price was $8.98; both option tranches were out-of-the-money at year-end .
Unvested Stock Awards and Fair Value at YE 2024
| Award | Shares Unvested | Fair Value ($) |
|---|---|---|
| RSUs (2022 grant) | 34,694 | $311,552 |
| RSUs (2023 grant) | 57,357 | $515,066 |
| Performance Awards (2023 grant) | 152,948 | $1,373,473 |
| RSUs (2024 grant) | 196,153 | $1,761,454 |
| Performance Awards (2024 grant) | 49,038 | $440,361 |
2024 Vests and Exercises
| Metric | Quantity | Value |
|---|---|---|
| Options exercised | 0 | $0 |
| Shares vested | 168,520 | $1,155,355 (FMV at vest dates) |
Alignment Policies
- Hedging and pledging company stock are prohibited; no margin accounts or pledging allowed .
- Stock ownership guidelines: Section 16 Officers must hold Qualifying Shares equal to 1x base salary within 5 years; must retain 50% of after‑tax shares after vest/exercise until compliant; Qualifying Shares include owned shares and unvested RSUs (but exclude performance awards and options) .
- Clawback policy compliant with Dodd‑Frank and SEC listing rules adopted November 22, 2023 .
Employment Terms
Employment Agreement (April 8, 2020)
- Target bonus: 50% of base salary; annual review; 20 business days vacation; non‑compete, non‑solicit, confidentiality and IP assignment provisions in favor of the company .
- Severance (without cause): 12 months base salary; discretionary bonus; continued benefits during severance; immediate vesting of any initial options that would have vested during severance .
- Change‑in‑control (double‑trigger: without cause or good reason within 12 months): lump sum of 18 months base salary plus target bonus; 12 months benefits; immediate vesting of all stock options and equity awards .
Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance ($) | Target Bonus ($) | Health Premiums ($) | Vesting Acceleration Value ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause (no CIC) | 500,701 | 250,351 | 44,510 | — | 795,562 |
| Termination without cause / resignation for good reason in CIC window | 751,052 | 250,351 | 44,510 | 4,401,906 | 5,447,819 |
Other
- Insider Trading Policy governs blackout periods and extends award expirations 10 business days beyond blackout end; repricing of options is prohibited without shareholder approval .
Investment Implications
- Strong pay-for-performance alignment: 2024 corporate achievement at 125% drove CFO bonus above target; 2025 equity redesign eliminates time‑vested RSUs and ties vesting to share price hurdles, reinforcing stockholder alignment .
- Limited near-term option‑driven selling: CFO’s options were out-of-the-money at YE 2024 ($8.98 vs $12.01–$13.03 strikes), though RSU and performance award vesting creates periodic supply; ownership guidelines requiring 50% post‑tax retention mitigate selling pressure until compliance .
- Change‑in‑control economics are substantial ($5.45 million), including full vesting—important in event-driven scenarios given new Board composition and strategic changes; vest acceleration terms in plan and agreement provide clear optics on potential dilution and executive retention through transactions .
- Governance risk mitigants: hedging/pledging bans, updated clawback, no related‑party transactions >$120k, and independent compensation consultant benchmarking reduce misalignment risk; note small tax gross-up on travel-related perquisites within “All Other Compensation” disclosures for NEOs .
2024 company context: net product sales grew 36% to $216.2m, net revenue reached $235.1m, cash from operations was positive, with zero debt—supporting incentive realizations and equity alignment thesis .