Stephen Robertson
Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at 
Aurinia Pharmaceuticals
Aurinia PharmaceuticalsExecutive
About Stephen Robertson
Stephen P. Robertson (age 43) is Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at Aurinia Pharmaceuticals (AUPH), serving since November 2020; he entered into his employment agreement on September 29, 2020 . He brings 13+ years of corporate law experience from Borden Ladner Gervais LLP, where he was Partner since 2014, and has served as Aurinia’s Corporate Secretary since 2014; education includes LL.B. (University of Manitoba) and B.A. (Simon Fraser University) . Company performance context: 2024 net product sales were $216.2M (+36% YoY), total revenue $235.1M, and net income $5.8M; cash from operations was $44.4M and cash/investments were $358.5M at year-end . Aurinia’s cumulative TSR (base=100 at 12/31/2019) measured 44.32 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Borden Ladner Gervais LLP | Partner (Corporate, Securities, M&A) | 2014–2020 | Led securities and corporate transactions; governance advisory |
| Aurinia Pharmaceuticals Inc. | Corporate Secretary | 2014–present | Board governance, disclosure, compliance |
| Aurinia Pharmaceuticals Inc. | EVP, GC, Corp. Secretary, CCO | 2020–present (Exec role since Nov 2020) | Legal/compliance leadership; insider policy and governance execution |
| Allard School of Law (UBC) | Adjunct Professor | — | Legal education/mentorship |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allard School of Law (UBC) | Adjunct Professor | — | Academic contributions to legal education |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $471,703 | $471,703 |
| Target Bonus % of Base | 50% | 50% |
| Actual Annual Cash Incentive | $327,928 | $294,814 (125% of target) |
Performance Compensation
| Component | Metric/Design | Weighting/Targets | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus | Corporate + individual goals (non-CEO NEOs) | 80% corporate/20% individual; corporate rated 125% for 2024 | Stephen payout: 125% of target ($294,814) | Annual cash, paid after year-end |
| 2024 RSUs | Time-based RSUs | Grant: 194,230 shares on 2/20/2024 | Grant-date FV: $1,136,246 | Vest in 3 equal annual installments on 2/20/2025, 2/20/2026, 2/20/2027 |
| 2024 Performance Awards | Revenue-based PA | Initial grant: 48,558 shares on 3/4/2024; earnable up to 150% if metrics exceeded | Year-end achievement reflected at 75% of grant in outstanding table | Vest in two equal installments on 12/31/2025 and 12/31/2026 |
| 2025 Equity Program | Shift to at-risk equity | No time-vested RSUs; 50% stock options + 50% performance awards — options/awards have value only if share price appreciates | — | Performance awards vest upon hitting four progressively higher share price targets; each tranche subject to 1-year retention |
Notes:
- 2024 shares acquired on vesting: 154,165; value realized $1,052,861 (one tranche deferred from 12/31/2024 due to blackout; realized March 2025 at $7.95 close) .
- Compensation benchmarking via Willis Towers Watson; peer group updated for 2024; company generally aligned with 50th percentile on revenue/market cap and headcount .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/12/2025) | 797,680 shares (<1% outstanding) |
| Breakdown | 621,471 options exercisable within 60 days; 176,209 common shares owned outright |
| Unvested RSUs/PA at 12/31/2024 | 34,694 (2022 RSUs), 51,204 (2023 RSUs), 136,540 (2023 awards), 194,230 (2024 RSUs), 48,558 (2024 PA); total market value $1,744,185 (RSUs 2024), $436,051 (PA 2024) at $8.98/share |
| Options Status | Strike prices $13.40 (11/16/2020), $13.03 (12/21/2020), $12.01 (3/2/2022); out-of-the-money vs $8.98 close on 12/31/2024 |
| Hedging/Pledging | Prohibited for all insiders; no margin/pledge permitted |
| Ownership Guidelines | Section 16 Officers: 1× base salary in “Qualifying Shares” (owned shares + unvested RSUs; excludes options/performance awards); 5-year compliance window; retain 50% after-tax shares until met |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start / Agreement Date | EVP GC/Corp. Sec/CCO since Nov 2020; employment agreement dated 9/29/2020 |
| Non-compete / Non-solicit / IP | Agreement includes non-competition, non-solicitation, non-disclosure, IP assignment |
| Severance (no CoC) | Base salary continuance: 12 months plus 1 additional month per full year of service, capped at 18 months; discretionary performance bonus; health benefits during severance |
| Change-in-Control (Double Trigger) | If terminated by Company upon CoC or for “good reason” within 12 months post-CoC: 18 months base salary + target bonus; health benefits for 12 months; all outstanding awards immediately vest and are fully exercisable subject to option expiry |
| Potential Payments at 12/31/2024 | Without CoC: Benefit total $866,698; With CoC: Benefit total $5,123,044 (includes vesting value at $8.98/share) |
Vesting Schedules and Insider Selling Pressure
- Near-term equity vestings: RSUs from 2/20/2024 grant vest in equal tranches on 2/20/2025, 2/20/2026, and 2/20/2027; 2024 Performance Awards vest 12/31/2025 and 12/31/2026, based on revenue metrics .
- Options are out-of-the-money at 12/31/2024 ($8.98 vs strikes $12.01–$13.40), reducing option-exercise related selling pressure; award vesting plus retention periods (2025 program) will stagger supply .
- Hedging/pledging bans lower alignment risk; 2024 vesting realizations occurred including blackout deferrals to March 2025 .
Compensation Structure Analysis
- Equity-heavy design with at-risk pay: shift away from time-vested RSUs in 2025 to options and performance awards tied to share-price milestones; enhances pay-for-performance alignment .
- Annual incentives for non-CEO NEOs (including Robertson) are driven 80% by corporate goals; 2024 corporate performance rated 125%, reflecting cost reductions, profitability and LUPKYNIS growth .
- Clawback policy updated Nov 22, 2023, complying with Dodd-Frank/SEC listing rules; reinforces governance .
Investment Implications
- Alignment: No pledging/hedging allowed and ownership guideline requires 1× base salary in qualifying shares; 2025 equity program increases sensitivity to share-price appreciation, supporting alignment with shareholders .
- Retention vs supply: RSU and performance award vesting schedules and retention periods stagger potential share supply; options are presently OTM, tempering near-term sale pressures related to option exercises .
- Change-of-control economics: Double-trigger protections include 18 months base + target bonus and full acceleration of unvested awards; potential payout of ~$5.12M as of 12/31/2024 elevates event-driven costs but standard in biotech peers .
- Performance linkage: Cash bonus (125% of target for 2024), revenue-based 2024 performance awards, and 2025 share-price milestones tie compensation to operating execution and market value creation; sustaining LUPKYNIS growth and defending dosing-protocol patents remain core levers .