Lauren Silvernail
About Lauren P. Silvernail
Lauren P. Silvernail (age 66) is an independent director of Harrow, Inc. who joined the Board in January 2024; she serves as Chair of the Audit Committee and is designated an “audit committee financial expert” under SEC rules . Her background spans CFO and corporate development leadership roles across life sciences (Evolus, Revance, ISTA, Allergan) and venture investing, with degrees from UC Berkeley (BA, Biophysics) and UCLA Anderson (MBA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolus, Inc. | Chief Financial Officer & EVP, Corporate Development | 2018–2022 | Led finance and BD at commercial-stage aesthetics company |
| Revance Therapeutics, Inc. | CFO & Chief Business Officer; CFO & EVP, Corporate Development | 2013–2018 | Senior finance/BD roles at development-stage aesthetics company |
| ISTA Pharmaceuticals, Inc. | CFO & VP, Corporate Development | 2003–2012 | Commercial pharma; company later acquired by Bausch & Lomb |
| Allergan | Various operating and corporate development roles incl. VP, Business Development | 1995–2003 | Business development leadership at large-cap pharma |
| Glenwood Ventures | General Partner | Prior to Allergan | Venture investing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynavax Technologies | Director; Audit Committee Chair | Current | Audit leadership at vaccine-focused biopharma |
| Harpoon Therapeutics | Director; Audit Committee Chair | Prior (until acquisition by Merck) | Oversight during immuno-oncology company phase |
| Nicox S.A. | Director; Governance Committee Chair; Audit & Compensation Committee Member | 2017–2024 | Governance leadership at public ophthalmology company |
Board Governance
- Independence: The Board determined Ms. Silvernail is “independent” under Nasdaq rules; the current Board comprises a majority of independent directors .
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Nomination and Corporate Governance Committee .
- Financial expertise: Designated “audit committee financial expert” under Regulation S-K .
- Meetings and attendance: In 2024, five Board meetings; Audit Committee met six times, Compensation four, Nomination & Corporate Governance five; all directors, including Ms. Silvernail, attended 100% of Board and committee meetings during their service .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings | 6 |
| Compensation Committee meetings | 4 |
| Nomination & Corporate Governance Committee meetings | 5 |
| Director attendance rate | 100% for Board and committees during service |
| Independence status | Independent director |
| Audit financial expert | Yes (Reg S-K) |
Fixed Compensation
- Director fee policy: Annual Board retainer $50,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Lead Independent Director $30,000 .
- 2024 actuals for Ms. Silvernail: Cash fees $77,500; stock awards $180,285; total $257,785; aggregate RSUs held 11,466 shares (issuance deferred until service ends) .
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $77,500 |
| Stock Awards ($) (ASC 718 FV) | $180,285 |
| Total ($) | $257,785 |
| Aggregate Shares Underlying RSUs Held | 11,466 |
Performance Compensation
- Equity structure: Non-employee directors receive an annual RSU award valued at $150,000, vesting in equal quarterly installments over one year; issuance/delivery deferred until termination of Board service .
- 2024 grants: Initial RSU of 3,119 shares at appointment (January 2024); annual RSU grant of 8,347 shares during 2024; grant date fair value for 2024 stock awards $180,285 .
| Grant Type | Grant Date | Shares | Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|---|
| Initial RSU | Jan 2024 | 3,119 | Included in $180,285 total 2024 stock awards | Equal quarterly over 1 year | Delivery deferred until service ends |
| Annual RSU | 2024 | 8,347 | Included in $180,285 total 2024 stock awards | Equal quarterly over 1 year | Delivery deferred until service ends |
| Annual RSU policy | Ongoing | N/A | $150,000 per year | Equal quarterly over 1 year | Delivery deferred until service ends |
No director performance metrics (e.g., TSR, EBITDA targets) are tied to director compensation; RSUs are time-based with deferred settlement, enhancing alignment without short-term incentive risks .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Dynavax Technologies | Director; Audit Chair | Distinct segment (vaccines); no disclosed Harrow-related transactions |
| Harpoon Therapeutics | Director; Audit Chair (prior) | Company acquired by Merck; no disclosed Harrow-related transactions |
| Nicox S.A. | Director; Governance Chair; Audit & Compensation Member (2017–2024) | Ophthalmology; no disclosed Harrow-related transactions; Board reviews related party transactions per policy |
Expertise & Qualifications
- Deep finance and corporate development experience across commercial and development-stage biopharma; prior VP Business Development at Allergan .
- Audit Committee financial expert; extensive audit chair experience at multiple public companies .
- Education: BA in Biophysics (UC Berkeley); MBA (UCLA Anderson) .
Equity Ownership
- Beneficial ownership: 11,466 shares; less than 1% of outstanding shares (36,685,171 as of April 21, 2025) .
- Footnote indicates shares issuable upon discontinuation of service as a director within 60 days after April 21, 2025 (deferred RSU settlement), consistent with director RSU program .
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lauren P. Silvernail | 11,466 | <1% | Includes deferred RSUs deliverable upon termination of service |
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Silvernail anchors financial reporting oversight; Audit met 6 times in 2024, and all directors had 100% attendance, signaling strong engagement .
- Independence and checks: Independent status and leadership alongside a Lead Independent Director provides oversight balance with CEO Chair; committee rosters are wholly independent per Nasdaq rules .
- Incentive alignment: Director pay mixes modest cash ($77.5k) with deferred RSUs ($180.3k FV), vesting quarterly and settling at end of service—reducing short-term trading incentives and reinforcing long-term alignment .
- Ownership signal: Beneficial ownership is small in absolute and percentage terms (11,466; <1%), albeit programmatically deferred; this is typical for mid-cap boards but provides limited “skin in the game” optics versus executives .
- Conflicts/related party exposure: Proxy outlines an Audit Committee policy to review related party transactions; disclosed transactions relate to Surface Pharmaceuticals and do not reference Ms. Silvernail; no familial relationships or nomination arrangements disclosed—no specific conflict flags identified for her .
- Compliance signal: Section 16 filings were timely for 2024—no delinquent reports noted, supporting governance hygiene .
RED FLAGS: None disclosed specific to Ms. Silvernail (no pledging/hedging, no related-party transactions tied to her, full attendance) .
Implication for investors: Silvernail brings seasoned finance and audit leadership, strengthening controls and reporting integrity. Compensation structure emphasizes long-term equity alignment via deferred RSUs; limited personal ownership is typical for directors but may be viewed as modest alignment in absolute terms .