Robert Hariri
About Robert Hariri
Founder-Chairman and CEO of Celularity; led Legacy Celularity before the July 2021 business combination and has served as CEO and Chairman since the combination. Education: A.B. in Biological Anthropology from Columbia; M.D. and Ph.D. from Cornell; adjunct professor of neurosurgery at Weill Cornell; recognized industry innovator in cell therapeutics (founder Anthrogenesis; CEO Celgene Cellular Therapeutics 2005–2013; co-founder Human Longevity, Inc.). Tenure: Chairman/CEO since 2021; previously President through September 2021. Background positions and scientific credentials detailed in CELU’s registration statements.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celgene Cellular Therapeutics | Chief Executive Officer | 2005–2013 | Built and led cellular therapeutics division post-Anthrogenesis acquisition |
| Anthrogenesis Corporation | Founder/Chairman/Chief Scientific Officer | Pre-2002 (acquired 2002) | Pioneered placenta-derived stem cells; sale to Celgene catalyzed platform |
| Legacy Celularity | Founder; President & CEO | 2016–2021 | Established Celularity’s biomaterials/cell therapy franchise pre-SPAC |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cryoport (CYRX) | Director; Chair of Scientific & Technology Committee | Since 2017 (biography updates through 2025) | Oversight of logistics/biopharma supply chain; committee leadership |
| BioVie (BIVI) | Director | Since June 2020; served through March 2025 | Governance and biotech insights |
| Myos Corporation (MDVL) | Director; Chair of the Board | 2011–2020 (Chair 2012–2020) | Guided small-cap health/nutrition strategic pivots |
| Bionik Laboratories | Director | 2015–2017 | Advisory capacity in medical robotics |
| Weill Cornell Medical College | Board of Overseers; Adjunct Prof. Neurosurgery | Ongoing | Academic governance and research oversight |
| Liberty Science Center | Trustee/Vice Chair | Ongoing | STEM outreach; public science leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $1,200,000 | $179,140 | 2024 pay cut: 85% reduction to ~$180k annual rate effective Feb 16, 2024 to comply with Dragasac SPA; reinstated to $1.2M Jan 1, 2025 |
| All Other Compensation ($) | $34,342 | $35,256 | Standard perquisites/benefits (details not itemized) |
Notes:
- 2023 salary deferral: $1,087,612 deferred, later waived as part of 2024 amendment tied to financing conditions .
- Salary restored to prior rate effective Jan 1, 2025 .
Performance Compensation
| Component | Grant/Program | Metric | Target/Terms | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Stock Options (2021 Plan) | Option to purchase 2,690,079 shares @ $10.23 | Time-based | 50% vested at grant; 50% over 4 years (25% at 1-year anniversary; remainder monthly) | Not disclosed | As specified; subject to continuous service |
| Option Awards (FY 2024) | Equity awarded (fair value) | N/A (valuation) | $634,563 | $634,563 | Award details not itemized |
| Cash Bonus Program (2024) | 409A-compliant program | Financing Performance | Pay 125% of unpaid 2023 base salary only if CELU raises ≥$21.0M net equity proceeds at Dragasac’s valuation terms | Contingent; outcome not disclosed | N/A (program in 2024 amendment) |
| Annual Target Bonus | Employment agreement | Company/individual goals | Up to 75% of base salary | Actual not disclosed | Annual, subject to board-set goals |
Key observations:
- 2024 incentive emphasis was liquidity/financing; discretionary cash bonus tied to equity raise rather than operating metrics, indicating capital preservation focus and alignment with investor terms .
Equity Ownership & Alignment
| Date/Source | Shares Beneficially Owned | Ownership % of Class | Derivatives/Other |
|---|---|---|---|
| Mar 1/May 20, 2022 (POS AM/S-1) | 11,749,397–12,109,683 | 8.3% | Major holders list; RSUs/options counted per SEC rules |
| Jan 17, 2024 (Support Agreement Schedule) | 28,472,008 | Not stated | 2,084,854 warrants; 5,047,195 options held (counts listed) |
Additional alignment/related-party items:
- Loans to CELU: $1,000 (Aug 21, 2023, 15% interest; maturity extended to Dec 31, 2025) and $285 (Oct 12, 2023, 15% interest); assumed third-party lender loans Sept 30, 2024 .
- Family employment: Daughter, Alexandra Hariri, Executive Director, Corporate Strategy & BD; base salary $265,000 in 2024/2025; eligible for bonus/equity; treated on general employee terms .
- Fountain Life agreement: Technology Services Agreement (Nov 7, 2024); CELU processes/stores mononuclear cells; Dr. Hariri and director Peter Diamandis are founding partners (related party transaction) .
Pledging/Hedging/Ownership Guidelines:
- CELU filings reviewed do not disclose a specific anti-pledging/hedging policy or stock ownership guidelines for executives; no pledges disclosed for Dr. Hariri. (No explicit CELU policy statements found in cited documents.)
Employment Terms
| Scenario | Cash Severance | Bonus | Equity Vesting | Benefits | Special Provisions |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no change-in-control) | 24 months base salary | Prorated bonus for year of termination (portion of target) | 24 months accelerated vesting of time-based equity | COBRA premiums up to 18 months | Release; return company property; ongoing obligations; resign positions |
| CIC Window (within 3 months before or 12 months after CIC) | 36 months base salary | 100% of target bonus (lump sum) | Full acceleration of unvested equity | COBRA premiums up to 18 months | Best-net/limited-cutback for 4999 excise tax—company reduces payments to maximize after-tax benefit |
| Death/Disability | Prorated bonus (lump sum) | N/A | N/A | N/A | Release requirement applicable |
Change-in-control definitions tied to CELU’s 2021 Plan; eligibility subject to signed release and compliance with post-termination obligations .
Board Governance
- Role: Combined Chairman and CEO; all other directors qualify as independent under Nasdaq; board organized in three classes post-SPAC, with majority independent members and standard committee structures (audit, compensation, nominating) per SEC/Nasdaq rules. Dual role implies potential independence concerns; independence mitigated by majority-independent board and committee composition.
- Director compensation policy: Non-employee directors receive $45,000 cash retainer; committee/member/chair fees ($10,000/$8,000/$5,000; chairs $20,000/$16,000/$10,000). Annual equity grants to non-employee directors of $300,000 (50% options, 50% RSUs); initial $300,000 option grant vests over three years; aggregate director pay caps. Dr. Hariri does not receive additional pay for director service.
- 2024 shareholder meeting: Dr. Hariri re-elected Class III Director (10,250,294 for; 53,960 withheld; 3,285,202 broker non-votes); auditor ratified. No say-on-pay ballot disclosed.
Compensation Structure Analysis
- Shift from cash to equity/contingent pay: 2024 base cut to ~$180k annual rate and waiver of deferred 2023 salary tied to financing; option grant value became predominant comp component—signals high alignment with liquidity goals over near-term operating targets.
- Performance metrics disclosure: Annual bonus linked to board-set company and individual goals (target 75% of base), but 2024 added financing-conditioned cash program—unusual metric emphasizing capital structure over EBITDA/TSR; investor-friendly given Dragasac terms.
- No evidence of option repricing or tax gross-ups; presence of 4999 best-net/limited-cutback suggests shareholder-friendly parachute design.
Related Party Transactions and Red Flags
- Insider financing: CEO loans at 15% interest; maturity extensions; assumption of third-party loans—beneficial for liquidity but increases entanglement; monitor fair terms and board oversight.
- Family employment: Daughter in corporate strategy with market-level comp; disclosed and described as on general terms—monitor role scope and performance.
- Fountain Life agreement: Contract with entity where CEO and director are founding partners—commercial terms disclosed ($2,500 per sample fee; auto-renewal)—ensure recusal/board oversight to mitigate conflicts.
Equity Ownership & Director Compensation (for governance benchmarking)
| Item | Value | Notes |
|---|---|---|
| CEO beneficial ownership (2022) | ~8.3% of Class A | Significant skin-in-the-game at IPO stage |
| CEO holdings (Jan 2024 schedule) | 28.47M shares; 2.08M warrants; 5.05M options | Indicates continued substantial stake; percent not stated; corroborates alignment |
| Director cash retainer | $45,000 | Standard small-cap biotech benchmark |
| Annual director equity | $300,000 (options/RSUs) | Consistent through 2023–2025; Hariri receives no separate director pay |
Investment Implications
- Alignment: Hariri’s large equity stake and willingness to cut/waive salary and provide short-term loans support alignment and retention; contingent bonus tied to financing indicates focus on capital runway rather than near-term P&L thresholds. Watch for dilution/financing outcomes linked to Dragasac conditions.
- Retention/Change-in-control: Robust CIC package (3× salary, 100% target bonus, full acceleration) could influence M&A posture; 4999 cutback mitigates excess parachute tax exposure.
- Governance: Combined Chair/CEO model with majority-independent board; related-party ties (family employment; Fountain Life) are disclosed—monitor committee oversight and recusals to prevent conflicts.
- Trading signals: Insider loans and financing-conditioned bonuses highlight liquidity priorities; equity-heavy comp and significant ownership suggest CEO is levered to equity value creation but may accept dilution to extend runway—track subsequent equity raises and insider transactions.