Jeffrey S. Aronin
About Jeffrey S. Aronin
Jeffrey S. Aronin (age 57) is Non‑Executive Chairman of Harmony Biosciences’ board, serving as a director since 2017 and Non‑Executive Chairman since April 2023. He founded Harmony and is also Chairman and CEO of Paragon Biosciences; he holds a B.S. in marketing from Northern Illinois University and an MBA from DePaul University . He previously served as Executive Chairman (Jan–Apr 2023) and Non‑Executive Chairman (Oct 2017–Jan 2023) at Harmony .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Pharmaceuticals, LLC | Chairman & CEO | 2011–2017 | Led rare disease drug development; company later sold to PTC Therapeutics |
| Ovation Pharmaceuticals, Inc. | Founder, President & CEO | 2000–2009 | Company acquired by Lundbeck A/S; continued as CEO of Lundbeck Inc. to 2011 |
| Lundbeck Inc. | Chief Executive Officer | 2009–2011 | U.S. operations leadership post-acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paragon Biosciences | Chairman & CEO | 2017–Present | Builds and invests in bioscience companies |
| Evozyne, Inc. (Paragon portfolio) | Director | Current | Protein engineering via generative AI |
| Castle Creek Biosciences, Inc. (Paragon portfolio) | Director | Current | Rare genetic dermatology focus |
| Emalex Biosciences Inc. (Paragon portfolio) | Director | Current | Neurological conditions; Dayno also serves on Emalex board since 2022 |
| CIRC Biosciences, Inc. (Paragon portfolio) | Director | Current | Regenerative medicine |
| Discover Financial Services, Inc. | Director | 2008–2024 | Public company directorship |
| Aspen Institute | Director | Current | Non‑profit governance |
| MATTER (innovation hub) | Founder/Director | Current | Supports life science innovation |
Board Governance
- Status and role: Chair of the Board; not independent (Nasdaq independence excludes Aronin and CEO Dayno; all other directors are independent) .
- Committees: None (does not serve on Audit, Compensation, or Nominating) .
- Board leadership: No lead independent director; independent directors provide oversight; Aronin leads strategic priorities as founder .
- Attendance: Board held 13 meetings in FY2024; each director attended at least 78% of board/committee meetings; all then‑incumbent directors attended the 2024 annual meeting .
- Policies: Anti‑hedging policy prohibits hedging/monetization transactions for directors and insiders . Corporate Governance Guidelines and Code of Ethics address conflicts, corporate opportunities, and related‑party oversight .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Non‑Executive Chairman cash retainer | $40,000 | Paid in 2024 |
| Annual non‑employee director retainer (program terms) | $45,000 | Program framework; Aronin is eligible for cash but not equity under program |
| Committee chair fees (program terms) | Audit $20,000; Comp $15,000; Nominating $10,000 | Program framework |
| Committee member fees (program terms) | Audit $10,000; Comp $8,000; Nominating $5,000 | Program framework |
| 2025 A&R program cash retainers | Board $50,000; Audit Chair $25,000; Comp Chair $20,000; Nom/Gov Chair $12,000; Audit member $12,000; Comp member $10,000; Nom/Gov member $5,250 | Adopted in 2025; equity grants standardized at $300,000 for eligible directors (Aronin remains in cash‑only category) |
Performance Compensation
| Equity Award | Terms | Vesting/Triggers | Quantity/Value |
|---|---|---|---|
| Stock option (separate from director program) | Option vests over 16 quarterly installments following 3/24/2022 | Full vesting upon termination without cause or, post‑change‑of‑control, if he does not join acquirer’s board/parent | Options outstanding at 12/31/2024: 2,188,288 ; program terms for Aronin’s specific option described |
Aronin is eligible to receive cash compensation under the Director Compensation Program but not equity grants under that program; his equity exposure comes from previously granted options with specified vesting and acceleration terms .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict |
|---|---|---|
| Valor IV Pharma Holdings ownership | 11.5% of HRMY common stock; directors Antonio Gracias and Juan Sabater affiliated with Valor; both on HRMY board | Board‑level interlock via major holder and two directors |
| Marshman Fund Trust II | 10.5% of HRMY common stock; trustees include Lisa Aronin and Greg Aronin; trustees disclaim beneficial ownership | Family‑related trust holding a significant stake |
| Paragon Biosciences right‑of‑use agreement | HRMY pays ~$0.3 million for office space access in 2024; Paragon is chaired/led by Aronin | Related‑party transaction (oversight by Audit Committee per policy) |
Expertise & Qualifications
- Biopharma strategy, commercialization, lifecycle management, capital structure, and finance; founded and led multiple biopharma companies and portfolios .
- Education: B.S. marketing (Northern Illinois University); MBA (DePaul University) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common + derivative) | 1,893,137 shares | 3.2% of outstanding shares as of 3/17/2025 |
| Includes options exercisable within 60 days | 1,641,215 shares | Portion of beneficial ownership attributable to near‑term exercisable options |
| Options outstanding (exercisable + unexercisable) | 2,188,288 | As of 12/31/2024 |
| Anti‑hedging policy | Prohibits hedging/monetization transactions | Applies to directors and officers |
| Stock ownership guidelines (effective 1/1/2025) | Non‑employee directors: 1.5x annual cash retainer | RSUs count; options do not count toward guideline |
Governance Assessment
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Strengths
- Deep sector expertise and founder knowledge; strong external network across biopharma and innovation hubs .
- Significant equity exposure aligns economic incentives with shareholders (3.2% beneficial stake; large option position) .
- Formal policies for related‑party transaction review and audit committee oversight; anti‑hedging and clawback provisions; adoption of stock ownership guidelines .
-
Concerns and RED FLAGS
- Non‑independent board chair with no lead independent director, which may dilute independent oversight and executive session leadership .
- Related‑party exposure: Paragon office space arrangement ($0.3M in 2024); oversight required to ensure arm’s‑length terms .
- Ownership concentration/interlocks: Valor funds (11.5%) with two affiliated directors; family‑related trust Marshman (10.5%)—can heighten influence dynamics and potential conflicts in change‑of‑control or major transactions .
- Option acceleration provisions tied to termination/board status post‑change‑of‑control could create adverse optics around entrenchment or incentives in transaction scenarios .
-
Engagement indicators
- Board met 13 times in 2024 with directors meeting at least a 78% attendance threshold; all then‑incumbent directors attended the 2024 annual meeting, which supports baseline engagement .
- Company say‑on‑pay support historically strong (97.6% in 2023), indicating broader shareholder confidence in pay governance (for executives) .
Monitoring priorities for investors: track any expansions of related‑party arrangements (Paragon or Paragon portfolio companies), any pledging/hedging disclosures (none indicated beyond anti‑hedging policy), and changes in board leadership structure (e.g., appointment of a lead independent director) .