Hartoun Hartounian
BRAINSTORM CELL THERAPEUTICSAbout Hartoun Hartounian
Hartoun Hartounian, age 64, is Executive Vice President and Chief Operating Officer of BrainStorm Cell Therapeutics (BCLI) since June 24, 2024. He founded and led BioCentriq to a $73 million sale to GC Holdings (Korea), and previously served as CEO of DiaVacs, Allied Bioventures, and Vyteris, with academic affiliations at NJIT and Columbia. He holds a Ph.D. in Chemical Engineering (minor in Biochemistry) from the University of Delaware, an M.S. from the University of California, and a B.S. from Arya-Mehr (Sharif) University of Technology. The company’s proxy identifies him among current executive officers; performance metrics such as TSR or EBITDA growth are not disclosed for his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioCentriq | Founder; CEO & President; Board Member | 2022–2023 | Led CDMO to $73M acquisition by GC Holdings (Korea) |
| BioCentriq | General Manager | 2015–2022 | Built full-service cell/gene therapy CDMO capabilities |
| DiaVacs | Co-Founder; CEO; Director | 2013–2015 | Advanced cell therapy for T1D; early-stage development leadership |
| Allied Bioventures | Founder; CEO | 2011–2013 | Early-stage biotech venture creation |
| Vyteris Inc. | CEO, President, Director | 2008–2011 | Executed turnaround, reorganization, merger, and CRO transformation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New Jersey Institute of Technology | Affiliated Faculty, Chemistry & Environmental Sciences | 2020–present | Academic collaboration and technology insight in cell/gene therapy operations |
| Columbia University | Adjunct Faculty, Chemical Engineering | 2015–2022 | Industry-academic bridge; mentoring and research engagement |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base Salary | $450,000 annually (initial) |
| Target Bonus % | Up to 35% of base salary (discretionary) |
| Signing Bonus | $10,000 one-time, payable within 60 days of start |
| Benefits | Eligible for 401(k), health, dental, long-term disability plans |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Not specifically disclosed; at Company discretion | N/A | 35% of base (target) | Not disclosed | Cash if awarded | N/A |
| Restricted Stock | Service-based | N/A | One-time 30,000 shares at hire | N/A | N/A | Vests 100% on 06-24-2025 (first anniversary of start) |
| Stock Options | Service-based | N/A | Option for 60,000 shares | N/A | N/A | 25% vests on 06-24-2025; remaining 75% vests in equal quarterly installments until fully vested at 4th anniversary of grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 1, 2025) | 52,000 shares of restricted stock |
| Shares Outstanding (Apr 1, 2025) | 7,253,821 shares |
| Ownership % of Outstanding | ~0.72% (52,000 ÷ 7,253,821) |
| Vested vs Unvested RS | RS grant from employment vests fully on 06-24-2025; additional RS totaling 52,000 are outstanding; vesting schedules beyond the initial 30,000 are not disclosed |
| Options Outstanding | 60,000 options; first 25% (15,000) vest on 06-24-2025; remaining 45,000 vest in equal quarterly installments through the 4th anniversary of grant |
| Options Exercisable (60-day window as of Apr 1, 2025) | None; options begin vesting 06-24-2025 |
| Hedging/Pledging | Company prohibits short sales, options trading in BCLI securities, derivatives, and requires pre-approval for transactions including pledges; no pledging by Hartounian disclosed |
Vesting Schedules and Insider Selling Pressure
| Award | Tranche | Vest Date | Shares |
|---|---|---|---|
| Restricted Stock (employment grant) | 100% | 06-24-2025 | 30,000 |
| Stock Options (60,000 total) | 25% cliff | 06-24-2025 | 15,000 |
| Stock Options (remaining) | Quarterly | 09-24-2025 | 3,750 (derived from 45,000 ÷ 12) |
| Stock Options (remaining) | Quarterly | 12-24-2025 | 3,750 (derived) |
| Stock Options (remaining) | Quarterly | 03-24-2026 | 3,750 (derived) |
| Stock Options (remaining) | Quarterly | 06-24-2026 | 3,750 (derived) |
| … | Quarterly installments | Through 06-24-2028 | 3,750 per quarter (derived) |
Note: The proxy shows 52,000 restricted shares outstanding for Hartounian as of April 2025, indicating incremental awards beyond the initial 30,000; specific vesting terms for the additional 22,000 shares were not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Start Date | June 24, 2024 |
| Severance (Without Cause/Good Reason) | Base salary continuation for 6 months; lump-sum equal to full target annual bonus for prior year unpaid and prorated full target bonus through termination date (subject to Company acknowledgment); up to 6 months employer COBRA contributions if elected |
| Conditions | Requires execution of separation agreement and general release; resignation from all positions; compliance with restrictive covenant agreement |
| Change-of-Control | Not specifically disclosed for Hartounian; company plans detail reorganization event treatment under equity plans generally |
| Related-Party Transactions | None disclosed for Hartounian under Item 404(a) |
| Legal Proceedings | Company states no director/executive officer has been convicted or subject to a pending criminal proceeding in past 10 years (general disclosure) |
Compensation Structure Analysis
- Equity-heavy compensation (restricted stock + multi-year option vesting) aligns retention with ALS Phase 3b execution and commercialization milestones; however, bonus metrics are discretionary and not explicitly performance-tied for Hartounian in public filings.
- Anti-hedging/anti-derivatives policy and pre-approval for pledges mitigate misalignment and reduce speculative trading signals; no pledging disclosed.
- The company expanded its equity plan share pool in 2025, indicating reliance on stock-based incentives to attract and retain key talent.
Investment Implications
- Near-term supply overhang risk: a 100% vest on 30,000 RS shares plus 15,000 options vesting on 06-24-2025 may create potential selling pressure around tax events; options subsequently vest 3,750 per quarter through 2028. This schedule supports retention but creates periodic liquidity windows.
- Alignment: ~0.72% beneficial ownership via restricted stock and a sizable, time-based option grant align Hartounian’s incentives with value creation from CMC readiness and Phase 3b execution, while anti-hedging/pledging controls reduce adverse trading signals.
- Severance economics: six months of salary and prorated target bonus reduce departure friction but are standard for senior operators; absence of disclosed individual change-of-control accelerators beyond plan-level provisions tempers windfall risk.