Adrienne Graves
About Adrienne L. Graves
Adrienne L. Graves, age 71, is an independent director of Harrow, Inc. (HROW) since January 2024, currently chairing the Compensation and the Nomination & Corporate Governance Committees and serving on the Audit Committee. She is the former President & CEO of Santen Inc. (2002–2010) and previously led worldwide clinical development at Santen (1995–2002). She holds a BA in Psychology (Brown), a Ph.D. in Psychobiology (University of Michigan), and completed a postdoctoral fellowship in Visual Neuroscience at the University of Paris .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santen Inc. | President & CEO | 2002–2010 | Led US subsidiary; contributed to approvals/commercialization of ophthalmic products |
| Santen (Global) | SVP Worldwide Clinical Development | 1995–2002 | Directed U.S., Europe, Japan clinical development |
| IVERIC bio, Inc. | Director; Chairman of the Board | Director: 2018–2021; Chairman: 2021–2023 | Board leadership through acquisition/partnerships |
| Nicox S.A. | Director | 2014–2024 | Governance at ophthalmology company |
| Surface Ophthalmics, Inc. | Director | 2018–2024 | Former Harrow subsidiary; governance/industry ties |
| Greenbrook TMS Inc. | Director | 2018–2023 | Director at Canadian neurology/medical device firm |
| Oxurion NV | Director | 2018–2023 | Director at Belgian biopharma |
| Akorn Inc. | Director | 2012–2018 | Director at pharma company |
| TearLab (now Trukera Medical) | Director | 2005–2018 | Director at biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ocular Therapeutix, Inc. | Director | Since July 2023 | Public biopharma; current public company directorship |
Board Governance
- Current HROW committee assignments: Audit Committee member; Compensation Committee Chair; Nomination & Corporate Governance Committee Chair .
- Independence: The Board determined Graves is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: 100% attendance at Board and applicable committee meetings in 2024; Board held five meetings in 2024 .
- Lead Independent Director: Perry J. Sternberg; executive sessions of independent directors are regularly scheduled and presided over by the Lead Independent Director .
- Board context: Board size reduced to four in 2025 after Dr. Martin Makary’s resignation in January 2025; Graves retained as a nominee .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $50,000 | Standard non-employee director cash retainer |
| Compensation Committee Chair Fee | $15,000 | Chair premium |
| Audit Committee Member Fee | $10,000 | Member retainer |
| Nomination & Corporate Governance Committee Member Fee | $5,000 | Member retainer |
| Total Cash Fees Earned (Graves) | $80,000 | Reported as “Fees Earned or Paid in Cash” |
- Expense reimbursement: Reasonable out-of-pocket expenses for Board/committee meetings reimbursed .
Performance Compensation
| Equity Award (2024) | Shares/Value | Vesting | Deferral | Notes |
|---|---|---|---|---|
| Initial RSU grant at appointment (Jan 2024) | 3,119 shares | Equal quarterly over 1 year, service-based | Share delivery deferred until end of Board service | Initial award on joining Board |
| Annual RSU award (2024) | 8,347 shares | Equal quarterly over 1 year, service-based | Share delivery deferred until end of Board service | Standard $150k annual value; all non-employee directors (except Sparks) received 8,347 RSUs |
| Reported Stock Awards (Graves) | $180,285 | As above | As above | ASC 718 fair value; total reported for 2024 |
- No director PSUs/options, performance metrics, or ESG-linked director awards are disclosed; director equity is time-based RSUs with deferred delivery .
Other Directorships & Interlocks
| Company | Relationship to HROW | Interlock/Transaction | Risk Note |
|---|---|---|---|
| Surface Ophthalmics, Inc. | Former subsidiary; HROW owns 3.5M shares; equity method; carrying value $0 as of 12/31/2024 | Graves served on Surface’s board until 2024; HROW directors (Mark Baum formerly; Perry Sternberg currently) have served on Surface’s board | Related-party exposure historically; Audit Committee oversees related party transactions . Graves is on Audit Committee, providing oversight |
| Melt Pharmaceuticals, Inc. | HROW holds common and preferred shares (aggregate ~45% as of 12/31/2024) but carrying value $0; prior loan settled for preferred stock in Dec 2023 | No disclosed Graves role | Ongoing monitoring via Audit Committee; broader related-party landscape |
Expertise & Qualifications
- Executive leadership: Former President & CEO of Santen Inc.; led global clinical development (U.S., EU, Japan), bringing multiple ophthalmic products to approval/commercialization .
- Industry breadth: Extensive biopharma board experience across ophthalmology and related sectors (Ocular Therapeutix, Nicox, IVERIC, Akorn, Oxurion, TearLab, Greenbrook TMS) .
- Education: BA (Brown); Ph.D. in Psychobiology (University of Michigan); Postdoc in Visual Neuroscience (University of Paris) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Adrienne L. Graves | 11,466 | <1% | Includes RSUs vested with deferred delivery; shares delivered upon discontinuation of service |
- Hedging/pledging policy: Directors are prohibited from holding HROW securities in margin accounts or pledging as collateral; hedging/derivative transactions are strongly discouraged and require pre-approval .
Governance Assessment
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Strengths:
- Independent director with deep ophthalmology commercialization and clinical development expertise; relevant to HROW’s strategy and product portfolio .
- Committee leadership: Chairs Compensation and Nominating & Corporate Governance; cross-serves on Audit—enhances board effectiveness and alignment of pay and governance frameworks .
- High engagement: 100% attendance at Board and committee meetings in 2024; Board conducts quarterly meetings plus monthly update calls, indicating active oversight cadence .
- Alignment signals: Director equity paid in RSUs with deferred delivery until Board departure; no hedging/pledging allowed .
-
Watch items/RED FLAGS:
- Related-party ecosystem: Historical ties to Surface (former subsidiary) and ongoing interlocks (other HROW directors on Surface board); Graves served on Surface’s board through 2024—requires continued robust related-party oversight (Audit Committee reviews related party transactions) .
- Ownership impact: Graves’ economic stake is modest (<1%); alignment relies on deferred RSUs rather than meaningful direct share ownership .
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Compensation committee practices:
- Compensation Committee composed entirely of independent directors and engages Mercer; peer group reviewed and updated in 2025; policies include performance-based awards for executives, no option repricing without shareholder approval .
- Director pay mix: cash retainer plus time-based RSUs; no disclosed director performance metrics; annual RSU value around $150,000 .
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Shareholder feedback:
- Board recommends annual say-on-pay vote frequency (“1 Year”); advisory vote included on 2025 ballot .
Overall, Graves brings material sector expertise and active committee leadership that supports governance quality; ongoing monitoring of related-party intersections (Surface, Melt), and maintaining strong Audit Committee oversight, mitigates potential conflict-of-interest risks .