Max Donley
Aurinia PharmaceuticalsAbout Max Donley
Matthew (“Max”) Donley, 56, is Chief Operating Officer of Aurinia Pharmaceuticals (AUPH). He joined Aurinia in July 2019 and was elevated to COO in November 2024, leading Quality, Manufacturing, Supply Chain, CMC, Facilities, HR, Corporate Affairs and IT; he holds a B.A. from the University of Michigan and an MBA from George Mason University . During 2024, Aurinia delivered net product sales of LUPKYNIS of $216.2M (up 36% YoY), achieved profitability, and generated $44.4M of operating cash flow, supported by restructuring and operational focus—context for Donley’s operating remit . In response to shareholder feedback, the company overhauled equity incentives for 2025 to emphasize performance stock and options, ceasing time-vested RSUs, to better align pay with share price appreciation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Senseonics, Inc. | Led HR, IT, Facilities | Dec 2018 – May 2019 | Post-commercial scale-up; enterprise systems and facilities leadership |
| Sucampo Pharmaceuticals, Inc. | EVP, Global HR, IT & Corporate Strategy | Through Feb 2018 (acquisition) | Supported growth and strategy until sale to Mallinckrodt in Feb 2018 |
| MedImmune, LLC (AstraZeneca) | EVP, Human Resources & Corporate Affairs | Jul 2000 – May 2013 | Built global HR/Corp Affairs; supported large-scale biologics organization |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 493,885 | 513,640 | 539,321 |
| Target Bonus (% of base) | — | 50% | 50% |
| Actual Annual Cash Incentive ($) | 271,637 | 341,571 | 337,076 |
Notes: 2024 corporate achievement score was 125%, with non-CEO NEO bonuses weighted 80% corporate/20% individual .
Performance Compensation
| Plan/Grant | Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual cash incentive (2024) | Corporate goals (LUPKYNIS sales growth, profitability, pipeline); Individual goals (for non-CEO) | 80% corporate / 20% individual | 50% of base salary | Corporate score 125% | Committee discretion within 0–200% framework | Cash paid after year-end |
| Performance Awards (2024) | Revenue targets | — | Target 72,222 sh | Company disclosed performance awards “based on revenue targets”; max 150% if exceeded | Threshold/Target/Max: 54,166 / 72,222 / 108,333 sh; grant date 3/4/2024; FV $313,079 | 50% vests 12/31/2025; 50% vests 12/31/2026, subject to performance |
| RSUs (2024) | Time-based | — | 216,666 sh | — | Grant date 2/20/2024; FV $1,267,496 | Vests in 3 equal annual tranches (1st/2nd/3rd anniversary) |
| 2025 equity design (company-wide) | Share-price PAs; Stock options | — | — | — | All employees receive only performance awards and/or options; no time-vested RSUs | PAs vest in 4 tranches upon achieving ascending share price hurdles (each tranche then has a 1-year retention); 50% of annual grant in options |
Additional multi-year compensation context (Total): 2024 total $2.51M; 2023 total $4.56M; 2022 total $3.31M, reflecting equity mix and cash bonus outcomes .
Equity Ownership & Alignment
| Ownership detail | As of 4/30/2024 | As of 12/31/2024 |
|---|---|---|
| Beneficial ownership – total shares | 772,455 (includes options/RSUs exercisable/vesting within 60 days) | — |
| Ownership as % of shares outstanding | ~0.54% (772,455 / 142,663,526) | — |
| Direct common shares owned | 151,956 | — |
| Options exercisable (within 60 days) | 620,499 | — |
| Unvested RSUs | — | 216,666 (granted 2/20/2024) |
| Unvested Performance Awards | — | 54,166 (granted 3/4/2024; subject to revenue metrics) |
Stock ownership policy: Section 16 officers must accumulate “Qualifying Shares” equal to 1× base salary within 5 years; Qualifying Shares include owned shares and unvested RSUs (but exclude options and unearned performance awards). Executives must retain 50% of after-tax vested/exercised shares until compliant; measured annually using the higher of spot or 1-year average price . Hedging and pledging are prohibited (no margin accounts or pledging allowed) .
Option and equity award detail (outstanding at 12/31/2024)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 8/19/2019 (Options) | 250,000 | — | 5.90 | 8/19/2029 |
| 12/21/2020 (Options) | 236,952 | — | 13.03 | 12/21/2030 |
| 3/2/2022 (Options) | 163,224 | 14,839 | 12.01 | 3/2/2032 |
| RSUs (3/2/2022) | — | 34,694 | — | Time-vest schedule per plan |
| RSUs (3/2/2023) | — | 67,785 | — | Time-vest schedule per plan |
| RSUs (3/2/2023) | — | 180,756 | — | Time-vest schedule per plan |
| RSUs (2/20/2024) | — | 216,666 | — | 1/3 annually |
| Performance Awards (3/4/2024) | — | 54,166 | — | Performance-vest 2025/2026 |
Note: Standard option vesting is 33.333% at 12 months, with monthly vesting over the next two years unless otherwise noted .
Employment Terms
| Provision | Key terms |
|---|---|
| Role and start date | Joined July 15, 2019 as EVP, Operations & Strategy; became COO in Nov 2024 |
| Base bonus target | 50% of base salary, subject to corporate and individual goals |
| Severance (no cause) | 12 months’ base salary; Board-discretionary full/partial bonus; health benefits for severance period; initial option tranches that would have vested during severance period accelerate |
| Change-in-control (CIC) | If terminated without cause or for “good reason” within 12 months post-CIC: lump sum 18 months’ base salary + target bonus for year of termination; 12 months health benefits; all unvested stock awards immediately vest, subject to option expiry terms |
| Non-compete / Non-solicit / IP | Non-compete and non-solicit covenants; confidentiality and IP assignment |
| Company plan-level CIC equity treatment | Under the equity plan, time-based awards vest immediately prior to CIC; performance awards vest at 100% of target immediately prior to CIC if not otherwise provided; unassumed awards terminate at CIC (or continue if assumed/substituted), with a reasonable exercise window for vested awards |
Governance note: The equity plan’s single-trigger acceleration at CIC (plan-level) is partially shareholder-unfriendly; employment cash severance remains double-trigger (termination in connection with CIC) .
Compensation Structure Analysis
- 2024 pay mix: Heavy equity component (RSUs and revenue-linked performance awards) plus at-risk cash bonus; 2024 corporate score set at 125% reflects above-target operating outcomes .
- 2025 overhaul: In response to investor feedback and a weak 2023 say‑on‑pay vote, the company eliminated time-vested RSUs for 2025, shifting to stock-price performance awards and options for all employees, increasing pay-for-performance sensitivity to TSR and reducing guaranteed value .
- Peer benchmarking: Compensation targets aligned approximately to market medians using a 22‑company life sciences peer set informed by WTW; philosophy is market-aligned total direct compensation with significant at-risk elements .
- Clawbacks and policies: Dodd-Frank compliant clawback adopted Nov 22, 2023; hedging/pledging prohibited; ownership guidelines in place for executives .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay (2023 AGM, covering 2022 pay): Only 38.6% support; Board undertook extensive engagement and initiated program changes (ownership policy, clawback, greater use of performance-based equity) .
- 2025 actions: Further tightened alignment by removing time-vested RSUs and refreshing board leadership/committee chairs, and reducing board size to improve governance focus .
Risk Indicators & Red Flags
- Single‑trigger equity acceleration at CIC at the plan level (time-based awards fully accelerate immediately prior to CIC; performance awards vest at 100%) can weaken retention through a transaction and draw governance scrutiny .
- Tax gross‑ups: 2024 “All Other Compensation” for executives included a tax gross‑up tied to work travel expense reimbursements (up to $15,174), a shareholder‑unfriendly element even if modest .
- Positive mitigants: Prohibitions on hedging/pledging, adoption of a Dodd‑Frank clawback, and share ownership guidelines for executives .
Investment Implications
- Alignment improving: The 2025 shift to stock-price performance awards and options meaningfully ties LTIs to shareholder returns, reducing guaranteed equity value and potential overhang from time-vested RSUs .
- Retention economics: Donley’s severance (12 months’ salary) and CIC package (18 months’ salary + target bonus with equity acceleration) provide moderate protection; however, plan-level single-trigger equity acceleration at CIC could reduce retention incentives through a deal process .
- Ownership and potential selling pressure: With 151,956 directly owned shares and significant unvested RSUs/PSUs, vesting events in 2025–2026 (and option liquidity) could create periodic selling overhang; the company’s ownership guidelines and blackout rules partially mitigate timing risk .
- Execution track record: 2024 operating execution (sales growth, positive operating cash flow, profitability) supports payout levels and suggests operating rigor within Donley’s remit; ongoing scrutiny of expense discipline and pipeline progress remains warranted .
This analysis draws on AUPH’s 2025/2024/2023 DEF 14A filings and 8‑K disclosures for compensation, equity, governance, and employment terms.