Mark Baum
About Mark Baum
Mark L. Baum (age 52) is Harrow’s founder, Chief Executive Officer (since April 2012) and Chairman (initially Dec 2011–Apr 2012; re-appointed Aug 2021–present) . He led the 2011 restructuring and has directed key operational and strategic activities since then; education includes a B.A. cum laude from the University of Texas at Arlington and a J.D. from California Western School of Law . Pay-versus-performance disclosures show strong 3-year TSR through 2024 (value of $100 invested = $388 at 12/31/2024) despite continued net losses, indicating equity-linked pay benefiting from share price appreciation . He serves as both CEO and Chair; the Board appoints a Lead Independent Director (Perry Sternberg) to provide independent oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harrow, Inc. | Director | Dec 2011–present | Founder; led 2011 restructuring; public company leadership and capital markets experience . |
| Harrow, Inc. | Chief Executive Officer | Apr 2012–present | Directed key operational/strategic activities; oversaw product portfolio growth . |
| Harrow, Inc. | Chairman of the Board | Dec 2011–Apr 2012; Aug 2021–present | Board leadership; governance and strategy oversight . |
| YesRx | Founder | 1999 | Built HIV-focused pharmacy business (entrepreneurial operating experience) . |
| TBLF, LLC | Founder/Investor | Not disclosed | >200 investments; advisory/board service to >40 companies (capital allocation expertise) . |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Melt Pharmaceuticals, Inc. | Director (one of five); Founder | Current | Related-party: Harrow owns Melt equity; value carried at $0 after losses; CEO on Melt board; loan settled for preferred stock in 2023 . |
| Surface Ophthalmics, Inc. | Founder; Former Director | Until 2023 | Related-party: Harrow previously invested; carrying value $0; Baum was a director until 2023 . |
| Eton Pharmaceuticals, Inc. | Founder; Former Director | Not disclosed | Spinout/venture creation experience . |
| Ophthalmology Foundation | Director | Current | Industry education/advocacy . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 680,086 | 731,120 |
| Target Annual Bonus (% of base) | 60% | 60% |
| Actual Annual Bonus ($) | 421,800 | 611,618 |
| Actual Annual Bonus (% of base) | Not disclosed (amount shown) | 84% of base |
Notes:
- Annual bonus metrics for 2023–2024 were 100% corporate and included revenue, adjusted EBITDA, revenue from certain products, and stock price performance; no metric weightings disclosed .
Performance Compensation
Annual Bonus Structure
| Component | Target | Actual (2024) | Metrics | Vesting/Payment Timing |
|---|---|---|---|---|
| CEO Annual Cash Incentive | 60% of base salary | 84% of base salary | Revenue, adjusted EBITDA, certain product revenue, stock price performance (no weightings disclosed) | Paid after year-end based on performance vs goals |
2023 PSUs – Multi-Year Award (Granted April 2023; vested in full on Apr 3, 2025)
- Structure: Market-based PSUs requiring (i) minimum 2-year service and (ii) stock price targets maintained for 10 consecutive trading days within a 5-year term . All vesting criteria were met on April 3, 2025 .
- CEO Tranches: | Tranche | Shares | Target Share Price ($) | |---|---:|---:| | 1 | 108,900 | 25.00 | | 2 | 163,350 | 35.00 | | 3 | 217,800 | 45.00 | | 4 | 272,250 | 50.00 |
Option Awards (Outstanding as of 12/31/2024)
| Options Exercisable | Exercise Price ($) | Expiration |
|---|---|---|
| 180,000 | 3.95 | 4/1/2026 |
| 160,000 | 2.23 | 2/1/2027 |
| 150,000 | 1.73 | 1/2/2028 |
| 150,000 | 6.30 | 2/19/2029 |
| 217,500 | 7.30 | 1/2/2030 |
| 600,000 | 7.87 | 7/31/2025 |
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 4,056,962 shares (10.64% of outstanding) as of April 21, 2025 . |
| Shares Outstanding (for reference) | 36,685,171 as of April 21, 2025 . |
| Options Exercisable within 60 Days (included above) | 1,457,500 shares . |
| Unvested PSUs at 12/31/2024 | 762,300 units; marked at $25,575,165 using $33.55/share on 12/31/2024 . |
| PSU Vesting Event | All 2023 PSUs vested April 3, 2025 . |
| Hedging/Pledging Policy | Hedging is strongly discouraged and requires pre-approval; directors/officers are prohibited from holding in margin accounts or pledging securities . |
| Director Pay for CEO Service | Baum receives no additional compensation for board service (CEO compensation only) . |
Implication: The full vesting of 2023 PSUs on 4/3/2025 (762,300 shares for CEO) plus other executives’ PSUs increased sellable supply; PSUs granted to the top three NEOs totaled 1,386,000 at 12/31/2024 vs 36,685,171 shares outstanding (inputs: )—a meaningful potential source of selling pressure upon vesting.
Employment Terms
| Provision | Base Case (Involuntary Termination) | Change-in-Control (Double Trigger: within 1 month prior to or 12 months after) |
|---|---|---|
| Severance Cash | 12 months base salary + greater of prior-year bonus or target-year bonus | 18 months base salary + greater of prior-year bonus or target-year bonus |
| Pro-rated Current-Year Bonus | Yes, based on actual results to termination date | Yes, based on actual results to termination date |
| COBRA Continuation | Up to 12 months | Up to 18 months |
| Equity Acceleration | Options vest as if 18 additional months of service; option exercise window extended to earlier of original expiry or 18 months post-termination | Unvested options deemed fully vested at termination |
| Employment Status | At-will (Baum Agreement dated Apr 25, 2016) | — |
Board Governance Snapshot
- Board roles: CEO and Chairman combined in Mark L. Baum; Lead Independent Director (Perry J. Sternberg) appointed to ensure independent oversight and executive sessions .
- Independence: Majority independent (Graves, Silvernail, Sternberg); Baum is not independent as CEO .
- Committees and Chairs (2024): Audit (Chair: Silvernail), Compensation (Chair: Graves), Nomination & Corporate Governance (Chair: Makary during 2024); all independent .
- Meeting attendance: Board held five meetings in 2024; all directors attended 100% of Board and committee meetings during their service periods .
- Director compensation: CEO receives no extra pay for director service; non-employee director program disclosed separately .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $171 | $130 | $388 |
| Peer Group TSR (Nasdaq Biotech Index) | $89 | $92 | $91 |
| Net Loss ($) | 14,086,000 | 24,411,000 | 17,481,000 |
The Compensation Committee used Mercer, Inc. as an independent consultant and benchmarked against a pharma/biotech peer set (e.g., Eyepoint, Glaukos, Ocular Therapeutix, STAAR Surgical, etc.) to inform pay levels and design; the committee met four times in 2024 and is fully independent .
Related-Party Transactions and Conflicts
- Surface Ophthalmics: Harrow owns 3,500,000 shares (~20% in 2021 round); carrying value reduced to $0; Baum (director until 2023) and current Harrow directors have served on Surface’s board (Sternberg current) . The company maintains Audit Committee review/oversight of related-party transactions .
- Melt Pharmaceuticals: Harrow owns common and preferred shares (~45% as of 12/31/2024); carrying value reduced to $0; Baum is one of five Melt directors. A 2021 loan (12.5% interest) was terminated and settled into preferred stock on 12/28/2023; net effect was recognition of prior losses with no quantitative impact to Harrow’s 2023 statements .
Say-on-Pay and Frequency
- Advisory vote on NEO compensation scheduled; Board recommends FOR .
- Advisory vote on frequency: Board recommends “1 year” .
Investment Implications
- Pay-for-performance alignment: CEO’s incentive mix is heavily equity-based. The 2023 multi-year PSUs tied to stock-price hurdles fully vested on Apr 3, 2025, reinforcing alignment with TSR but could emphasize market performance over operating metrics (weights not disclosed) . Near-term supply overhang risk from PSU vesting and significant in-the-money options (e.g., 600,000 options at $7.87 expiring 7/31/2025) may contribute to insider selling pressure .
- Ownership and retention: CEO beneficially owns 10.64% (including 1.46M options exercisable within 60 days), supporting strong alignment and reducing near-term departure risk; anti-pledging policy lowers forced-sale risk during volatility .
- Severance/CIC economics: Double-trigger protection at 1.5x base plus bonus and full option acceleration in a change-in-control provide continuity but create modest dilution/expense upon a transaction; base-case severance is 1x base plus bonus .
- Governance: Combined CEO/Chair role mitigated by a Lead Independent Director and fully independent committees with 100% attendance in 2024—adequate checks and balances for a small board .
- Related-party exposure: Board-level involvement with Melt and historical links to Surface require continued audit oversight; current carrying values at $0 reduce balance sheet risk but spotlight governance vigilance around interlocks .