R. Mark Graf
About R. Mark Graf
Independent Class I director at Harmony Biosciences since November 2020; age 60; former CFO of Discover Financial Services with deep finance, risk management, and capital allocation expertise. Current term expires in 2027; serves on the Audit Committee; board affirms independence under Nasdaq and SEC rules for audit members. Other public company boards: Marqeta, Inc. and Signet Jewelers Limited. Attendance: each director attended at least 78% of board and committee meetings in 2024; Audit Committee met 5 times and Graf is a signatory on the committee’s report.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Chief Financial Officer | 2011–2019 | Led finance, capital, risk; public company CFO experience |
| Aquiline Capital Partners | Investment Advisor | 2008–2011 | Financial sponsor advisory; risk/portfolio analysis |
| Barrett Ellman Stoddard Capital Partners | Partner | 2006–2008 | Private equity investing; capital strategy |
| Fifth Third Bancorp | Chief Financial Officer | 2004–2006 | Bank CFO; regulatory/compliance oversight |
| Fifth Third Bancorp | Corporate Treasurer | 2001–2004 | Liquidity and capital markets management |
| AmSouth Bancorporation | Various roles | 1994–2001 | Banking operations and finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Marqeta, Inc. | Director | Current | Committee service not disclosed |
| Signet Jewelers Limited | Director | Current | Committee service not disclosed |
| BNC Bancorp (prior) | Director | 2010–2011 | Prior public board service |
Board Governance
- Committee assignments: Audit Committee member; not a chair. Audit Committee responsibilities include oversight of financial reporting, internal controls, auditor independence, and related party transactions; it met five times in 2024.
- Independence: All directors except the CEO and Chair are independent; Audit Committee members (including Graf) meet Nasdaq and SEC independence and financial literacy requirements.
- Board structure: Non-executive Chair (Aronin); no Lead Independent Director; board held 13 meetings in 2024; directors attended at least 78% of board and applicable committee meetings; all then-incumbents attended the 2024 annual meeting.
- Risk oversight: Audit handles financial/cyber/data privacy risk; Compensation manages pay-related risk; Nominating oversees board effectiveness.
- Anti-hedging policy prohibits directors from hedging/monetizing company securities.
- Compensation Committee interlocks: None involving Harmony executives.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer (2024 program) | $45,000 | Paid quarterly, pro-rated for partial service |
| Audit Committee Member Retainer (non-chair, 2024) | $10,000 | Committee member fee |
| Total Cash Fees Earned (Graf, 2024) | $55,000 | Matches retainer + audit member fee |
| 2025 Program Change – Annual Retainer | $50,000 | Approved in A&R Director Compensation Program |
| 2025 Program Change – Audit Member Retainer | $12,000 | Non-chair member |
Performance Compensation
| Award | Grant Value | Vesting Terms | Change-in-Control Treatment |
|---|---|---|---|
| 2024 Annual Option Grant (Graf) | $125,010 (grant-date fair value) | Annual grants vest in full on earlier of one-year anniversary or next annual meeting (subject to service) | Initial/Annual director options vest in full upon a change in control |
| 2025 Program Change – Annual Option Grant | $300,000 (for all eligible directors) | As above (annual schedule) | Full acceleration on change in control |
No director performance metrics (e.g., TSR, revenue) are tied to director equity awards; options are time-based per program terms.
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict |
|---|---|---|
| External public boards | Marqeta, Inc.; Signet Jewelers Limited | No Harmony-related transactions disclosed with these companies; no interlocks reported. |
Expertise & Qualifications
- Former public company CFO (Discover); prior bank CFO and treasurer; extensive risk management, capital analysis, and financial stewardship.
- Audit Committee member contributing to internal control and reporting oversight; signatory on committee’s report recommending inclusion of audited financials in 2024 Form 10-K.
- Board affirms his independence and financial literacy for audit service.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (shares) | 21,816; all via options exercisable/vesting within 60 days |
| Ownership % of outstanding common | <1% |
| Options Outstanding at FY 2024 End | 28,152 |
| Director Stock Ownership Guidelines | 1.5x annual cash retainer for non-employee directors; expected compliance by 12/31/2026 for existing covered individuals; counts shares and RSUs (vested/unvested); excludes options and unearned performance awards. |
Compliance status with ownership guidelines is not disclosed.
Governance Assessment
- Strengths: Independent audit oversight; seasoned finance/risk background; active committee work; anti-hedging policy; strong board-level risk allocation; no related-party transactions involving Graf disclosed.
- Pay and alignment: 2024 cash fees aligned to role ($55k), plus time-based options ($125k). 2025 program materially increases annual option grant to $300k and raises retainers—improves equity linkage but may elevate pay levels versus prior year.
- Ownership alignment: Disclosed beneficial ownership is via options; guidelines exclude options and require 1.5x retainer in stock/RSUs—alignment depends on future accumulation of shares/RSUs; status not disclosed.
- Board structure consideration: No Lead Independent Director; concentration of authority in a non-executive Chair.
RED FLAGS (monitor)
- No Lead Independent Director, which can reduce independent agenda control.
- 2025 director equity grant increase (to $300k) may indicate pay inflation risk; monitor peer alignment and rationale.
- Ownership guidelines exclude options; disclosed holdings show beneficial ownership primarily via options—potential shortfall risk if share/RSU accumulation lags (compliance status not disclosed).
Attendance/engagement: Board met 13 times in 2024; directors attended at least 78% of board/committee meetings; Audit Committee met 5 times—indicates active oversight cadence.