Junli (Jerry) He
About Junli (Jerry) He
Junli (Jerry) He is Chairman and Chief Executive Officer of HRGN, serving as CEO and Chairman since March 1, 2023, and a director since September 1, 2021 . He is 50 years old and holds a bachelor’s degree in Chemistry, a master’s degree in Chemistry, and an MBA with Honors from the University of Chicago; he is also a CFA charterholder . Under HRGN’s Pay vs Performance disclosures, a hypothetical $100 investment in HRGN ended at $274 (2022), $296 (2023) and $130 (2024), while net income (loss) was $(6.253) million (2022), $(9.022) million (2023), and $(7.732) million (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bright Scholar Education Holdings (NYSE: BEDU) | Executive Vice Chairman | Jan 2019–Feb 2023 | Senior leadership at a public education company; capital markets and operations experience . |
| Bright Scholar Education Holdings (NYSE: BEDU) | Chief Executive Officer | Oct 2015–Jan 2019 | Led company through growth and public-company execution . |
| Noah Education Holdings Ltd. (former NYSE) | CFO, CEO, Director | Jul 2009–Dec 2011 | Public-company leadership; finance and operations oversight . |
| TStone Corp | Managing Director | Not disclosed | Investment/operating experience; details not provided . |
| Morgan Stanley Global Wealth Management | Portfolio Manager | Jun 2008–Jun 2009 | Buy-side portfolio management experience . |
| Bear Stearns | Employee (Finance) | Nov 2006–May 2008 | Sell-side/financial markets exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bright Scholar Education Holdings | Executive Vice Chairman (external to HRGN) | Jan 2019–Feb 2023 | Public company executive experience; no specific board committee roles disclosed in HRGN filings . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary | $389,725 | $500,000 |
| Target annual bonus % | Up to 100% of base salary | Up to 100% of base salary |
| Actual cash bonus paid | Not disclosed in Summary Compensation Table | Not disclosed in Summary Compensation Table |
| All other compensation | $15,442 (401k match $14,423; life insurance $1,019) | $16,231 (401k match $15,212; life insurance $1,019) |
Notes:
- HRGN’s 2025 Proxy does not show a separate “bonus” line item for Mr. He in 2023 or 2024; only salary, option awards and “all other compensation” appear .
Performance Compensation
Equity awards and vesting mechanics (CEO)
| Grant (type) | Grant date | Shares | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Performance-milestone option | Apr 10, 2023 | 267,616 | $6.08 | 4/10/2033 | Two tranches of 133,808 shares each; vesting contingent on Board-set milestones . |
| LTI option (time-based) | Apr 10, 2023 | 732,384 | $6.08 | 4/10/2033 | Monthly vesting in 36 equal installments from Apr 10, 2023 through Apr 10, 2026, subject to continued employment . |
| Performance-milestone option | Jan 11, 2024 | 220,640 | $4.07 | 1/11/2034 | Two tranches of 110,320 shares each; vesting contingent on Board-set milestones . |
| Legacy fully vested options | 2021–2022 | 19,622; 6,813; 11,257 | $2.75; $4.71; $4.65 | 9/5/2031; 5/18/2032; 6/29/2032 | Fully vested (monthly or special vesting as disclosed) . |
Additional details:
- The 2025 Proxy notes that 2024 did not include annual long-term option grants to NEOs as part of the annual assessment (Mr. He’s January 11, 2024 grant was milestone-based) .
- Proxy footnote indicates the 2024 “Option Awards” for Mr. He include performance-based options not yet earned; if all milestones are met, the related grant date fair value would be $1,458,748 (ASC 718) .
Pay versus performance (context)
| Year | PEO Summary Compensation Total ($) | PEO Compensation Actually Paid ($) | Value of $100 Investment at Year-End ($) | Net Income (Loss) $000s |
|---|---|---|---|---|
| 2022 | 37,152 | (10) | 274 | (6,253) |
| 2023 | 5,794,693 | 5,794,693 | 296 | (9,022) |
| 2024 | 1,277,042 | 894,529 | 130 | (7,732) |
Notes:
- HRGN discloses CAP methodology and reconciliations per SEC rules; the “Value of $100 investment” is used as TSR proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 821,236 shares; 5.0% of outstanding (15,918,979 shares) . |
| Options outstanding (CEO) | Exercisable: 19,622; 6,813; 11,257; 406,880. Unexercisable: 267,616; 325,504; 220,640; with exercise prices and expirations as disclosed . |
| Anti-hedging policy | Prohibits hedging and short sales by directors and officers . |
| Pledging | No explicit pledging disclosure found in 2025 Proxy; not stated . |
| Director pay while employee | Company policy: employees who serve as directors receive no additional director compensation . |
Insider selling pressure indicators:
- Time-based LTI vests monthly through April 10, 2026 (potential ongoing supply upon vesting); milestone-grants add performance-contingent overhang until milestones are specified/achieved .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Amended & restated agreement dated July 10, 2023 (original March 14, 2023); continues until terminated by either party upon written notice . |
| Target bonus | Eligible for annual cash incentive up to 100% of base salary, objectives set by Board/Compensation Committee . |
| Equity on hire/transition | Apr 10, 2023: 267,616 performance-milestone option; 732,384 time-based LTI option . Jan 11, 2024: 220,640 performance-milestone option . |
| Change-in-control | Under the Amended and Restated Equity Incentive Plan, all outstanding options become fully vested and exercisable upon a Sale Event/Change of Control (single-trigger equity acceleration) . |
| Severance economics | No CEO-specific severance multiple disclosed in the 2025 Proxy; only plan-based CIC equity acceleration is detailed . |
| Non-compete / non-solicit | Not disclosed in 2025 Proxy sections reviewed . |
Related party transaction:
- Bridge Note: On Feb 1, 2024, the Company borrowed $500,000 from Mr. He at 8% fixed; principal and $22,889 accrued interest were repaid in cash on Aug 29, 2024 .
Board Governance
- Role and independence: He is Chairman and CEO and is the only non-independent director; seven other directors are “independent” under Nasdaq rules (though HRGN is not listed on Nasdaq) .
- Committees:
- Audit Committee members: Ronald Packard (Chair), James Shmerling, Herman Sanchez; committee report included in Proxy .
- Compensation Committee: composed entirely of independent directors; charter available; CEO is the only executive involved in recommendations .
- Governance Committee: chaired by Jason Jing Chen; members include Herman Sanchez; acted by written consent in 2024 .
- Director compensation policy: Non-employee directors are paid in stock options (initial and annual options, typical $20–$25k grant value, with higher amounts for chair roles upon certain financing conditions); employees receive no additional cash/fees for board service .
Say-on-pay (2025 Annual Meeting):
- Advisory approval of NEO compensation: For 13,421,257; Against 63,730; Abstained 5,956; Broker non-votes 948,616 .
- 2025 Annual Meeting proposals included declassification, special meeting thresholds, and reverse split authorization; all passed with the disclosed tallies .
Performance & Track Record
- Leadership transition: Mr. He appointed Chairman and CEO effective March 1, 2023; prior CEO David Green remained on the Board to support transition .
- Clinical execution: Company stated readiness to begin an FDA-approved clinical trial and focus on clinical execution, capital raising, and uplisting during the 2023 transition announcement .
- Financial outcome context: HRGN’s Pay vs Performance shows the $100 investment measure declined in 2024 and net losses continued, indicating ongoing profitability and execution risk typical of clinical-stage companies .
Compensation Structure Analysis
- Mix shift and structure: CEO compensation emphasizes options, with both time-based (monthly vesting over 36 months) and performance-milestone tranches; 2024 did not include routine annual LTI grants for NEOs, though Mr. He received a milestone grant in January 2024 .
- Performance metrics transparency: Milestone details for CEO performance options are Board-determined and not specified in the Proxy, limiting external assessment of pay-for-performance rigor .
- Equity risk/overhang: Substantial unvested awards (milestone tranches plus ongoing monthly LTI vesting through April 2026) could create event-driven or calendar-driven supply overhang upon vesting .
- Change-in-control: Single-trigger equity acceleration on CIC is shareholder-unfriendly relative to double-trigger norms; may reduce retention leverage in a sale scenario .
Director Compensation (for context; Mr. He receives none as employee)
| Non-employee director pay elements | Policy |
|---|---|
| Initial grant | Options valued at ~$25,000; vest quarterly over one year . |
| Annual grant | Options valued at ~$20,000–$25,000; vest quarterly over one year; higher share counts for Chairman/Audit Chair after specified financing conditions . |
Equity Ownership Detail (CEO options at 12/31/2024)
| Category | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|
| Legacy options (fully vested) | 19,622 | — | $2.75 | 9/5/2031 |
| Legacy options (commission-related) | 6,813 | — | $4.71 | 5/18/2032 |
| Legacy options (monthly 2022) | 11,257 | — | $4.65 | 6/29/2032 |
| 2023 LTI (time-based) | 406,880 | 325,504 | $6.08 | 4/10/2033 |
| 2023 performance-milestone | — | 267,616 | $6.08 | 4/10/2033 |
| 2024 performance-milestone | — | 220,640 | $4.07 | 1/11/2034 |
Governance and Independence Considerations
- Dual role implications: As combined Chairman and CEO, Mr. He is not independent; board committees (Audit, Compensation, Governance) are populated by independent directors per the Proxy .
- Anti-hedging: Hedging and short-selling by insiders prohibited; this supports alignment, though pledging prohibitions were not explicitly disclosed .
- Related party lending: CEO extended a bridge loan to the company in early 2024; it was repaid with interest in August 2024, highlighting potential conflicts but also insider financial support during capital needs .
Risk Indicators & Red Flags
- Single-trigger CIC equity acceleration (all options vest) .
- Performance milestones for options are undisclosed (reduced transparency) .
- Ongoing equity vesting through April 2026 could contribute to trading overhang .
- Combined CEO/Chair role (governance concentration), although committees are independent .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 13,421,257 | 63,730 | 5,956 | 948,616 |
Expertise & Qualifications
- Credentials: MBA with Honors (Chicago Booth), CFA charterholder; Chemistry academic background .
- Public company leadership: Executive roles at Bright Scholar and Noah Education; finance and capital markets experience at Morgan Stanley and Bear Stearns .
- Sector exposure: Management consulting with pharma/biotech companies noted in 2023 CEO transition press release .
Investment Implications
- Alignment and retention: Large, multi-year option package with monthly vesting supports retention but creates a predictable vesting cadence; milestone-linked options add upside leverage if Board-defined targets are achieved .
- Governance and incentive risk: Single-trigger CIC acceleration and undisclosed milestone criteria temper pay-for-performance transparency; combined CEO/Chair role elevates governance scrutiny despite independent committees .
- Trading signals: Monthly vesting through April 2026 and sizable unvested performance tranches suggest monitoring Form 4s for potential selling pressure or milestone achievements; anti-hedging policy limits derivative hedging avenues .
- Execution track: Management messaging emphasized clinical trial initiation and capital markets goals at transition, but Pay vs Performance metrics show negative net income and weak 2024 TSR proxy, underscoring clinical and financing execution risk typical of development-stage companies .