Antonio Gracias
About Antonio Gracias
Antonio J. Gracias (age 54) is an independent director of Harmony Biosciences (HRMY) and has served on the board since September 2017. He is CEO and Chief Investment Officer of Valor Management LLC (Valor), with more than 20 years of investing experience; he holds a joint B.S./M.S.F.S. in international finance and economics from Georgetown University School of Foreign Service and a J.D. from the University of Chicago Law School . At HRMY, he chairs the Compensation Committee; HRMY states all directors other than the CEO and the Chair (Aronin) are independent under Nasdaq rules, which includes Mr. Gracias .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | Director; Lead Independent Director (Sep 2010–Apr 2019 as Lead) | 2007–2021 | Long-tenured independent oversight at a large-cap public company; lead director experience |
| SolarCity Corporation | Director | 2012–2016 | Oversight at a public clean energy company |
| Marathon Pharmaceuticals, LLC | Director | Nov 2013–May 2017 (acquired by PTC) | Private biopharma board experience through acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valor Management LLC | Chief Executive Officer and Chief Investment Officer | Since Sep 2001 | Leads private equity investing across sectors |
| SpaceX | Director | Not disclosed | Governance in a large private aerospace/technology company |
| Castle Creek Pharmaceuticals | Director | Since Sep 2018 | Private pharma board role |
Board Governance
- Independence: Independent under Nasdaq standards; only the CEO (Dayno) and Chair (Aronin) are non‑independent .
- Committee assignments: Chair, Compensation Committee (meets 4x/year); member roster includes Gracias (Chair), Sender, Anastasiou, and Wicki .
- Board/committee engagement: Board held 13 meetings in 2024; each director attended at least 78% of board and relevant committee meetings (except a director who resigned mid‑year; no exception noted for Gracias) .
- Board leadership: Non‑executive Chair is Jeffrey S. Aronin; there is currently no Lead Independent Director .
- Say‑on‑Pay support: Last advisory vote (2023) received 97.6% approval; next vote in 2026 .
- Anti‑hedging and related party policies: Company prohibits hedging/monetization transactions by directors; audit committee reviews related‑person transactions per formal policy .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount/Policy | 2025 Update | Notes |
|---|---|---|---|
| Annual board retainer (cash) | $45,000 | $50,000 | Standard non‑employee director retainer |
| Compensation Committee Chair retainer (cash) | $15,000 | $20,000 | Chair premium for Compensation Committee |
| Audit/Nom Gov Chair retainers (cash) | $20,000 / $10,000 | $25,000 / $12,000 | For reference; not applicable to Gracias |
| Annual equity grant (options, Black‑Scholes value) | Comp Chair: $175,000; Non‑Chair: $125,000 | $300,000 (all directors) | Annual option award vests by next AGM or 1‑year anniversary |
Director‑specific 2024 compensation (reported):
- Fees earned (cash): $60,000 (retainer + Comp Chair) .
- Option awards (grant‑date fair value): $175,005 .
Performance Compensation (Equity)
| Equity Element | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual option grant (as Compensation Chair) | $175,005 | Vests in full at earlier of 1‑year anniversary or next AGM; accelerates on change in control per plan | Director equity is options (not RSUs); 2025 program moves to $300,000 value for all directors |
No director‑level performance metrics (e.g., revenue/TSR) apply; equity is time‑based options under the Director Compensation Program .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company boards | None disclosed for Gracias (Tesla is past); current: SpaceX (private) |
| Prior public company boards | Tesla, Inc. (Lead Independent Director 2010–2019; Director 2007–2021); SolarCity (2012–2016) |
| Private company boards | SpaceX; Castle Creek Pharmaceuticals; Marathon Pharmaceuticals (past) |
| Ownership interlocks | Valor IV Pharma Holdings, LLC holds 11.5% of HRMY; both Antonio Gracias (Valor CEO/CIO) and director Juan A. Sabater (Valor Partner/Co‑President) are affiliated with Valor entities; both serve on HRMY’s board |
| Compensation committee interlocks | None reported (no executive officer of HRMY serves on another company’s comp committee where an HRMY board member is an executive) |
Expertise & Qualifications
- Investment strategy and finance expertise from leading Valor; broad portfolio company governance and improvement experience .
- Public company board leadership, including prior Lead Independent Director role at Tesla .
- Life sciences exposure through Castle Creek and prior pharma board roles; relevant to HRMY’s sector .
- Legal and international finance education (Georgetown SFS B.S./M.S.F.S.; University of Chicago Law School J.D.) .
Equity Ownership
| Holder | Form of Ownership | Shares/Options | % Outstanding | Notes |
|---|---|---|---|---|
| Valor IV Pharma Holdings, LLC | Common stock | 6,618,033 | 11.5% | 5%+ shareholder; affiliates include Valor funds |
| Antonio Gracias (director) | Beneficial ownership (includes Valor stake per SEC rules) + options | 6,654,747 total; includes 36,714 options exercisable within 60 days | 11.6% | Footnote clarifies stake comprises Valor shares plus options; Mr. Gracias disclaims beneficial ownership of Valor shares despite SEC attribution |
| Options outstanding (director aggregate, 12/31/24) | Director‑level tally | 45,584 options | n/a | Options outstanding at FY‑end for Gracias |
Additional alignment/policies:
- Stock ownership guidelines adopted effective Jan 1, 2025: non‑employee directors must hold shares equal to 1.5x annual cash retainer by Dec 31, 2026; RSUs count, options do not .
- Anti‑hedging policy prohibits hedging/monetization transactions by directors .
- Section 16(a) compliance: All required insider ownership reports were timely filed for 2024 .
Governance Assessment
Key positives
- Independent status with deep board leadership experience; chairs the Compensation Committee; committee met 4 times in 2024, indicating active oversight .
- Strong shareholder support for executive pay (97.6% 2023 Say‑on‑Pay), suggesting investor confidence in compensation governance that his committee oversees .
- Attendance: At least 78% board/committee attendance in 2024 across directors (no exception noted for Gracias); board held 13 meetings, indicating engaged governance .
- Robust governance policies: Anti‑hedging; formal related‑party review policy; clawback policy for Section 16 officers; stock ownership guidelines for directors .
Potential risks and red flags
- RED FLAG: Large shareholder affiliation and committee leadership—Gracias is CEO/CIO of Valor; Valor entities own 11.5% of HRMY, and he is attributed 11.6% beneficial ownership (including Valor stake) while chairing the Compensation Committee. This concentration could present perceived conflicts in compensation and equity decisions; the proxy notes his disclaimer of beneficial ownership for Valor shares but SEC attribution remains .
- RED FLAG: Multiple directors affiliated with significant shareholders (Gracias and Sabater with Valor; Wicki with HBM 3.7%) heightens sensitivity to related‑party and alignment issues, underscoring the importance of rigorous recusals and audit committee oversight .
- Governance structure: No Lead Independent Director; Chair role held by company founder, which can raise oversight concerns absent strong independent counterbalances .
- Related‑party context: Company maintains a right‑of‑use agreement for office space with Paragon (chaired by the Board Chair), incurring $0.3 million in 2024—while not involving Gracias, it demonstrates the board’s ongoing need to monitor related‑party arrangements and optics .
Overall implication for investors
- Gracias brings seasoned board leadership and compensation oversight experience, but his Valor affiliation and the fund’s sizable ownership stake make independent process discipline essential—particularly in pay and equity decisions. Strong Say‑on‑Pay outcomes, codified policies (anti‑hedging, clawback, ownership guidelines), and transparent related‑party oversight partially mitigate these concerns, but the absence of a Lead Independent Director warrants continued monitoring of board independence and committee rigor .