Gary Sender
About Gary Sender
Gary Sender (age 63) has served as an independent director of Harmony Biosciences since 2020. He is Chair of the Audit Committee and designated as the Audit Committee Financial Expert, and also serves on the Compensation Committee. Sender holds a B.S. in Finance from Boston University and an MBA from Carnegie-Mellon University, bringing deep finance and life sciences operating experience to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nabriva Therapeutics plc | Chief Financial Officer | May 2016 – Mar 2021 | Led public company finance; commercial-stage biopharma |
| Synergy Pharmaceuticals Inc. | CFO & EVP | Nov 2015 – Apr 2016 | Transitional CFO role at public biopharma |
| Shire plc | SVP, Finance (Specialty Pharma; later Global Commercial) | Aug 2009 – Jun 2015 | Supported large-cap biopharma commercial finance |
| Tengion, Inc. | Founding CFO | Aug 2004 – Jul 2009 | Regenerative medicine start-up finance leadership |
| Merck & Co., Inc. | Leadership roles in finance | ~15+ years | Big pharma financial leadership foundation |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Schrödinger, Inc. | Director | Current | Chair: Audit; Chair: Compensation |
| iBio (public life sciences) | Director | Current | Chair: Compensation; Chair: Audit |
Board Governance
- Independence: All directors other than the CEO (Dr. Jeffrey Dayno) and Chairman (Jeffrey Aronin) are independent; Sender is independent and serves as Audit Chair and Financial Expert .
- Committee memberships: Audit Committee (Graf, Sender, Wicki); Sender is Chair; Compensation Committee (Gracias, Sender, Anastasiou, Wicki) with Gracias as Chair .
- Meeting cadence and attendance: Board held 13 meetings in FY2024; Audit met 5; Compensation met 4; Nominating met 2. Each director attended at least 78% of applicable board and committee meetings (except one director who resigned mid-year) .
- Board leadership: No Lead Independent Director; Chairman role held by founder Jeffrey Aronin; board cites majority independence as oversight mechanism .
- Policies: Anti-hedging policy prohibits hedging/monetization; clawback policy adopted; Code of Ethics addresses conflicts and related-party controls; stock ownership guidelines effective Jan 1, 2025 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (2024) | $45,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer (2024) | $20,000 | Additional cash for Audit Chair responsibilities |
| Compensation Committee member retainer (2024) | $8,000 | Non-chair member cash retainer |
| Total cash fees (2024 actual) | $73,000 | Reported for Sender in Director Compensation Table |
2025 program increases: Annual retainer to $50,000; Audit Chair retainer to $25,000; Compensation member to $10,000; broader cash scale revised .
Performance Compensation
Director equity is time-based stock options; no performance metrics disclosed for director grants (no TSR/revenue conditions). Annual option grant values by role (Black-Scholes): Audit Chair $230,000 (2024) vest fully by next annual meeting or one-year anniversary; 2025 revised to $300,000 for all eligible directors; options vest accelerate on change-in-control .
| Equity Metric | 2024 | Vesting |
|---|---|---|
| Annual option grant value (Audit Chair) | ~$230,000 | Vests in full by next annual meeting or 1-year anniversary |
| Sender option awards (2024 actual) | $229,993 | Granted per program; time-based |
| Options outstanding (Sender at 12/31/2024) | 59,912 | Outstanding director options |
No director PSU/RSU performance plans were disclosed; director equity is options with time-based vesting only .
Other Directorships & Interlocks
- Current public boards: Schrödinger, Inc.; iBio; both are life sciences/technology firms; Sender chairs key oversight committees (Audit, Compensation) at each .
- Compensation Committee interlocks: Company discloses no interlocks or inside participation among executives and other entities’ compensation committees .
Expertise & Qualifications
- Financial expert designation under SEC rules (Sarbanes-Oxley §407) and Audit Chair role evidences deep accounting/controls literacy .
- Education: B.S. Finance (Boston University); MBA (Carnegie-Mellon) .
- Industry: Extensive biopharma finance leadership and public-company CFO experience; broad governance exposure via audit/compensation chair roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary Sender | 48,255 | <1% | Consists of options exercisable within 60 days |
- Stock ownership guidelines (effective Jan 1, 2025): Non-employee directors must hold 1.5x annual cash retainer by Dec 31, 2026; RSUs count toward guidelines, options do not. Harmony’s director equity program is option-heavy, which may complicate guideline attainment unless additional RSUs are introduced .
Governance Assessment
-
Strengths:
- Independent Audit Chair and SEC-designated financial expert; robust audit responsibilities and meeting cadence, with explicit oversight of related-party transactions and risk management .
- Clear anti-hedging policy and clawback; no tax gross-ups; established related-party transaction review process via Audit Committee .
- Independent compensation consultant (Pay Governance) engaged; strong say-on-pay support in 2023 (97.6%), signaling investor confidence in pay practices .
-
Watch items / potential red flags:
- No Lead Independent Director; founder-Chairman structure persists, increasing reliance on committee chairs (including Sender) for independent oversight .
- Director equity delivered as options (time-based), with no performance metrics; options do not count toward new ownership guidelines, potentially diluting “skin-in-the-game” alignment unless RSUs or share accumulation increases .
- Multiple external audit/compensation chair roles may stretch capacity; however, no specific attendance shortfall disclosed for Sender, and overall director attendance met at least 78% .
-
Conflicts/related-party exposure:
- No Sender-specific related-party transactions disclosed; company’s disclosed related-party item relates to Paragon office right-of-use (Chairman affiliation), not Sender .
- Compensation Committee interlocks: none disclosed, reducing cross-board conflict risk .
Appendix: Program and Attendance Details
| Item | Detail |
|---|---|
| Board meetings FY2024 | 13 |
| Audit Committee | Members: Graf, Sender (Chair), Wicki; met 5 times; Sender is Financial Expert |
| Compensation Committee | Members: Gracias (Chair), Sender, Anastasiou, Wicki; met 4 times |
| Nominating & Governance | Members: Sabater (Chair), Szyper; met 2 times |
| Director attendance FY2024 | Each director ≥78% of board and committee meetings (except one who resigned) |
Director Compensation (2024 vs 2025 program)
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $45,000 | $50,000 |
| Audit Chair cash | $20,000 | $25,000 |
| Compensation member cash | $8,000 | $10,000 |
| Annual option grant (Audit Chair) | $230,000 (Black-Scholes) | $300,000 (all directors) |
| Sender 2024 actual cash | $73,000 | — |
| Sender 2024 option grant (reported) | $229,993 | — |
Say-on-Pay Support
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 97.6% approval |