Juan A. Sabater
About Juan A. Sabater
Independent director since 2017; age 60. Chair of the Nominating and Corporate Governance Committee. Co-President and Partner at Valor Management LLC, with prior service as Managing Director in Goldman Sachs’ Investment Banking Division (1998–2006). Education: A.B. in History (Princeton) and J.D. (Stanford); former officer in the U.S. Army Reserve. We believe his credentials include private equity and investment banking leadership, board governance expertise, and financial acumen.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valor Management LLC | Partner; Co-President; senior roles since 2010 | 2010–present | Private equity leadership; financial oversight |
| Goldman Sachs & Co. | Managing Director, Investment Banking Division | 1998–2006 | Capital markets, advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Augeo Affinity Marketing, Inc. | Co-Chairman | Not disclosed | Company described; no public listing disclosed |
| Financial Oversight & Management Board for Puerto Rico | Board member | Not disclosed | Governmental fiscal oversight board |
| The Frick Collection (NYC) | Board member | Not disclosed | Non-profit arts institution |
| Lenox Hill Neighborhood House (NYC) | Board member | Not disclosed | Non-profit |
| United States Military Academy | Board of Visitors (prior service) | Previously served | Advisory role |
Board Governance
- Independence: Independent under Nasdaq standards; only the CEO (Jeffrey Dayno) and Chair (Jeffrey Aronin) are non-independent.
- Committee roles: Chair, Nominating & Corporate Governance Committee (membership: Sabater and Szyper; both independent).
- Meeting cadence and attendance: Board met 13 times in 2024; Nominating & Corporate Governance met 2 times; Audit met 5; Compensation met 4. Each director attended at least 78% of board and applicable committee meetings; all then-incumbent directors attended the 2024 annual meeting.
- Board leadership: Chair is founder Jeffrey S. Aronin; no Lead Independent Director currently. Board periodically considers leadership structure.
- Governance policies: Corporate Governance Guidelines and Code of Ethics; director qualifications criteria; risk oversight allocation among committees.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (2024) | $45,000 | Paid quarterly; pro-rated if partial quarter |
| Committee chair retainer (2024) | $10,000 | Nominating & Corporate Governance chair |
| Total cash fees (2024) | $55,000 | Reported for Sabater in director compensation table |
| Option award grant-date fair value (2024) | $125,010 | Valued under ASC 718 |
| Options outstanding (12/31/2024) | 32,560 | Aggregate exercisable and unexercisable |
| 2025 program changes | Cash retainer to $50,000; Nominating chair $12,000; Annual option grant $300,000 | Approved Amended & Restated Director Compensation Program |
Performance Compensation
| Equity Award Feature | Terms |
|---|---|
| Initial grant (options) | Vest monthly over 3 years; all Eligible Directors; valued by Black-Scholes |
| Annual grant (options) | Vest in full by 1-year anniversary or next annual meeting; valued by Black-Scholes |
| Change-in-control | Initial and Annual director option grants vest in full upon change in control (as defined in 2020 Plan) |
| Performance metrics for director pay | None disclosed; director equity is time-based (no revenue/TSR/ESG metrics) |
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict Signal |
|---|---|---|
| Valor IV Pharma Holdings, LLC | Beneficial owner of 11.5% of HRMY shares; Valor Funds are sole members; Valor Management L.P. manages Valor Equity Capital IV LLC (GP of Valor Equity Associates IV L.P.; GP to Valor Funds) | Concentrated ownership; board representation by Valor affiliates |
| Antonio Gracias (director) | CEO/CIO of Valor; Chair of Compensation Committee | Compensation oversight by major holder affiliate |
| Juan A. Sabater (director) | Partner/Co-President at Valor; may be deemed beneficial owner of Valor IV shares; disclaims beneficial ownership | Affiliation with major holder; mitigated by disclosure and independence designation |
Expertise & Qualifications
- Private equity and investment banking expertise; management experience with nationally recognized firms (Valor; Goldman Sachs).
- Legal training and governance oversight: J.D. (Stanford); chairing nominating/governance committee.
- Military service: former officer, U.S. Army Reserve.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Juan A. Sabater | 6,644,257 | 11.6% | 6,618,033 shares via Valor IV Pharma Holdings, LLC and 26,224 option shares exercisable within 60 days; Sabater may be deemed to share beneficial ownership of Valor shares but disclaims beneficial ownership of Valor Shares |
| Stock ownership guidelines (effective 1/1/2025) | Non-Employee Directors: 1.5x annual cash retainer; counted holdings include shares and RSUs; options not counted | Compliance status not disclosed |
Governance Assessment
-
Positives:
- Independent director; chairs Nominating & Corporate Governance Committee.
- Documented governance policies (anti-hedging; code of ethics; committee charters); anti-hedging policy prohibits hedging/monetization by directors.
- Attendance and engagement: board met 13 times; committees active; directors met at least 78% attendance; annual meeting participation.
- Stock ownership guidelines adopted for directors starting 2025, improving alignment.
- Say-on-pay: 97.6% approval in 2023 (indicative of shareholder support for compensation governance).
-
Watch items / potential conflicts (investor confidence signals):
- Valor affiliation: Both Sabater and Gracias are Valor principals, and Valor IV holds 11.5% of HRMY; Gracias chairs Compensation Committee. This concentrated ownership with dual board roles and compensation oversight warrants monitoring for related-party influence and pay/board composition decisions.
- No Lead Independent Director; Chair is founder (Aronin), which can reduce independent counterbalance; board reviews structure periodically.
- Related-party transaction: $0.3 million “right of use” fees to Paragon (founded/led by Aronin); oversight via Audit Committee and related-person policy mitigates, but is a continuing related-party exposure.
- Director equity design uses options (time-based) without performance conditions; 2025 move to uniform $300k option grants increases equity grant size—monitor for pay inflation and alignment with long-term outcomes.
-
Risk controls:
- Clawback policy (Section 16 officers) and comprehensive related-person transaction review/approval by Audit Committee.
- Committee activity and charters publicly disclosed; Audit Committee met 5 times; Compensation 4; Nominating 2 in 2024.
Overall, Sabater’s governance profile reflects strong committee leadership and independence, balanced against meaningful affiliation with a major shareholder (Valor) alongside another Valor principal on key oversight committees—an area to monitor for potential conflicts and board effectiveness.