Peter Greenleaf
Aurinia PharmaceuticalsAbout Peter Greenleaf
Peter Greenleaf is President, Chief Executive Officer, and a Director of Aurinia Pharmaceuticals (AUPH). He is 55, has served since April 29, 2019, and holds an MBA from St. Joseph’s University and a B.S. from Western Connecticut State University . Aurinia’s 2024 performance under his tenure included LUPKYNIS net product sales of $216.2 million (+36% year-over-year) and year-end cash of $358.5 million with zero debt . Company-wide “net revenue” measured for pay-versus-performance was $235.1 million in 2024, with net income of $5.8 million; the value of a $100 investment in AUPH from end-2019 stood at $44.32 in 2024, versus $81.12 for the Russell 3000 Biotech peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MedImmune (AstraZeneca) | President; SVP Commercial Ops; President, MedImmune Ventures | 2006–2013; Ventures 2010–2013 | Led biologics division; oversaw commercial, corporate development, strategy; ran AstraZeneca venture fund |
| Histogenics Corporation | CEO and Director | 2013–2014 | Led regenerative medicine company |
| Sucampo Pharmaceuticals | CEO and Chairman | 2014–2018 | Company sold to Mallinckrodt PLC in Feb 2018 |
| Cerecor (Avalo Therapeutics) | CEO | 2018–2019 | Transitioned to Avalo; led biotech operations |
| Centocor (J&J) | Senior commercial roles | 1998–2006 | Progressive commercial leadership in biotech |
| Boehringer Mannheim (Roche) | Senior commercial roles | 1996–1998 | Commercial leadership in diagnostics/pharma |
External Roles
| Organization/Body | Role | Years | Notes |
|---|---|---|---|
| Maryland Venture Fund Authority | Chair (with Governor O’Malley) | Prior service | Oversaw Invest Maryland venture program |
| BIO and PhRMA | Leadership roles | Various | Extensive public/private board experience; industry leadership |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2022 | 791,228 | 70% | Salary per Summary Compensation Table |
| 2023 | 822,877 | 70% | No change vs 2024 base |
| 2024 | 822,877 | 70% | CEO goals solely corporate; no individual goals |
2024 annual bonus: Corporate score determined at 125% of target; CEO actual cash incentive paid was $720,017 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Corporate Objectives (financial/operational, commercialization, pipeline) | 100% corporate for CEO | 100% achievement | 125% achievement | $720,017 cash (125% of $576,014 target) | Cash paid in 2025 |
| 2024 Performance Awards (revenue-based) | Equity mix; PA tranche | Pre-set revenue targets | 75% of initial grant recognized at year-end threshold | Grant-date fair value $955,920 | Vests 50% on 12/31/2025 and 50% on 12/31/2026; payout up to 150% if metrics exceeded |
| 2025 Equity Program (options + price-based PAs) | 50% options; 50% PAs | Share price tranches (4 targets) | N/A (forward) | N/A | PAs vest upon price achievement with 1-year retention; options require share appreciation |
2024 equity grants (CEO):
- RSUs: 661,538 shares granted on 2/20/2024; fair value $3,869,997; time-based vesting in three equal annual installments (years 1–3) .
- Performance Awards: 165,384 shares granted on 3/4/2024; fair value $955,920; performance vesting in two equal installments on 12/31/2025 and 12/31/2026; max 150% if metrics exceeded .
2024 shares vested: 493,401 shares vested; value realized $3,379,253; no option exercises .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,619,081 shares (2.7% of outstanding) |
| Composition | 2,951,212 options vesting or exercisable within 60 days; 667,869 shares owned outright |
| Outstanding Equity (FYE 2024) – Options | 1,600,000 @ $6.28 exp 4/29/2029; 817,024 @ $13.03 exp 12/21/2030; 489,672 exc + 44,516 unexc @ $12.01 exp 3/2/2032 |
| Outstanding Equity (FYE 2024) – RSUs/PA | RSUs: 104,080 (2022), 166,853 (2023), 444,938 (2023), 661,538 (2024); PA: 165,384 (2024); market values calculated at $8.98 as of 12/31/2024 |
| Stock Ownership Guidelines | CEO required to hold 3x base salary; Qualifying Shares include owned shares + unvested RSUs (options and unearned performance awards excluded); 50% net shares retention until met; measured annually using higher of day-one close or one-year average price |
| Hedging/Pledging | Prohibited for employees, officers, directors (short sales, derivatives, margin or pledging) |
Note: As of 12/31/2024, $8.98 was used for outstanding award valuation in proxy tables; guideline compliance is measured on the first trading day of each year using the policy method .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without cause (no CIC) | 18 months of base salary ($1,234,316 as of 12/31/2024 illustration) | Lump-sum full/partial bonus at Board discretion ($576,014 target reference) | Health benefits maintained during severance (assumed 18 months; $42,107 illustrative) | Initial option unvested tranches that would vest during severance vest immediately; other awards per plan |
| Termination without cause or resignation for good reason within 12 months post-CIC (double trigger cash) | Lump sum 24 months base salary ($1,645,754 illustrative) | Target bonus for year of termination ($576,014 illustrative) | Health benefits for 12 months ($28,071 illustrative) | All unexercised stock awards vest immediately; fully exercisable per award terms (vesting value illustrative $13,854,281) |
| Change-in-Control plan terms (single-trigger equity) | N/A | N/A | N/A | If awards not assumed, time-based awards vest and performance awards deemed achieved at 100% immediately prior to effectiveness; otherwise requires assumption/substitution |
Contract provisions include non-competition, non-solicitation, non-disclosure, and IP assignment; CEO has 30 business days paid vacation per year . Clawback policy updated Nov 22, 2023 to comply with SEC/Dodd-Frank listing rules .
Board Governance
- Board Service: Director since April 29, 2019; current Director, President and CEO; age 55 .
- Independence: Not independent due to CEO role; Board majority and Chair are independent; roles of Chair and CEO separated, with Kevin Tang serving as independent Chair .
- Committees: CEO is not listed as a member of Audit, Compensation, or Governance committees; all committees are wholly independent .
- Attendance: Board met 22 times in 2024; disclosure shows Peter Greenleaf attended 22/22 Board meetings .
Dual-role implications: Separation of Chair/CEO and independent committees mitigates independence concerns associated with a CEO-Director; majority voting policy and regular executive sessions further strengthen oversight .
Director Compensation
- Non-employee director annual cash retainer $45,000; committee chair/member retainers disclosed; annual equity grants ~$200,000; new director equity ~$340,000. CEO is a management director and not paid director fees .
Compensation & Incentive Detail
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 791,228 | 3,750,002 | 3,752,009 | 498,474 | 45,684 | 8,837,397 |
| 2023 | 822,877 | 8,999,997 | — | 710,760 | 39,725 | 10,573,359 |
| 2024 | 822,877 | 4,825,917 | — | 720,017 | 49,086 | 6,417,897 |
Perquisites included employer 401(k) and life insurance contributions and $30,394 of work travel expense plus up to $15,174 tax gross-up in 2024, a shareholder-unfriendly feature typically viewed as a red flag .
Compensation Peer Group (Benchmarking)
WTW assisted the Compensation Committee with a 22-company 2024 peer group focused on mid-size commercial-stage biotech/pharma with ~50–300% of Aurinia’s revenue; examples include ANI Pharmaceuticals, Catalyst Pharmaceuticals, Heron Therapeutics, Blueprint Medicines, Deciphera, ImmunoGen; retained peers included Insmed, Karyopharm, TG Therapeutics, among others; removed peers included Chinook, Reata, Aerie due to acquisitions/bankruptcy .
Equity Plan Mechanics
- Share Reserve: Proposed +6,000,000 increase (to 8,534,198 available), representing ~4.4% of shares outstanding; options outstanding 9,972,343; full-value awards 4,915,012; weighted-average option exercise price $10.07; options average remaining term ~6.7 years .
- Minimum vesting: ≥12 months for time-based awards; performance periods ≥12 months (up to 5% exception) .
- No option repricing without shareholder approval .
- Blackout extensions: 10 business days post blackout for expiring awards .
Performance & Track Record
- LUPKYNIS net product sales grew 36% to $216.2 million in 2024; company ended 2024 profitable with $358.5 million cash and no debt; cash flow from operations was $44.4 million (vs. $(33.5) million in 2023) .
- Shareholder engagement after 2024 say-on-pay led to redesign of equity to eliminate time-based RSUs beginning 2025 and streamline the Board; 46 discussions covering 25.8% of shares outstanding .
- Pay vs performance: Net revenue $235.1m (2024), net income $5.8m; Company TSR value for $100 (2019–2024) was $44.32 vs peer group $81.12 .
Risk Indicators & Red Flags
- Single-trigger equity acceleration at change-in-control under the plan (time-based awards vest and performance awards deemed at 100%) can misalign with shareholder-preferred double-trigger practices .
- Tax gross-up for travel expenses in 2024 indicates weakened pay discipline signal .
- Hedging/pledging prohibited, reducing alignment risk from collateralized holdings .
- No related-party transactions >$120,000 since Jan 1, 2024; Code of Conduct and whistleblower policy in place; no material code violations in 2024 .
Equity Ownership & Vesting Schedules (Detail)
| Grant | Shares | Strike/Type | Vest/Expiry | Market Value Ref |
|---|---|---|---|---|
| Options 4/29/2019 | 1,600,000 | $6.28 | Fully exercisable; exp 4/29/2029 | — |
| Options 12/21/2020 | 817,024 | $13.03 | Fully exercisable; exp 12/21/2030 | — |
| Options 3/2/2022 | 489,672 exc; 44,516 unexc | $12.01 | Standard vesting schedule; exp 3/2/2032 | — |
| RSUs (2022) | 104,080 | RSU | 3-year annual vest | $934,638 at $8.98 |
| RSUs (2023) | 166,853; 444,938 | RSU; PA | RSUs 3-year; PA performance vest | $1,498,340; $3,995,543 at $8.98 |
| RSUs (2024) | 661,538 | RSU | 3-year annual vest | $5,940,611 at $8.98 |
| PA (2024) | 165,384 | Performance Award | 12/31/2025 and 12/31/2026 | $1,485,148 at $8.98 |
Employment & Contracts (Additional)
- Non-compete, non-solicit, confidentiality, IP assignment in favor of company; CEO eligible for 30 business days vacation and benefits participation .
- Clawbacks applicable under Sarbanes-Oxley; updated Dodd-Frank compliant clawback policy adopted Nov 22, 2023 .
Investment Implications
- Pay-for-performance strengthening: 2025 pivot away from time-based RSUs to options and price-based performance awards improves alignment and reduces guaranteed equity value; watch for equity award dilution given proposed 6 million share increase (~4.4% of outstanding) .
- Change-in-control structure: Double-trigger cash with single-trigger equity vesting can create takeover-event windfalls; estimated CEO CIC package includes ~$16.1 million with ~$13.85 million equity acceleration at 12/31/2024 pricing—monitor governance optics and deal tax impacts .
- Selling pressure: CEO held 2,951,212 options exercisable within 60 days, mostly with strikes at $12.01–$13.03, limiting near-term exercise unless sustained price appreciation; 1.6 million options at $6.28 are in-the-money at $8.98, but no 2024 exercises; recent RSU vesting ($3.38m) creates potential liquidity events—track Form 4s for actual sales .
- Alignment safeguards: Prohibitions on hedging/pledging and stock ownership guidelines (3x salary for CEO) support alignment; confirm annual compliance levels when the company discloses guideline testing each year .
- Execution track record: 2024 reset and restructuring yielded profitability and cash flow inflection; TSR lagged peers over the broader 2019–2024 window, but fundamentals improved—watch 2025 LUPKYNIS growth, AUR200 readouts, and expense discipline for sustained value creation .