Peter Harwin

About Peter Harwin

Independent Class I director of Oruka Therapeutics since August 2024; age 39; B.B.A. from Emory University; co‑founder and Managing Member of Fairmount Funds (since April 2016). Previously on the investment team at Boxer Capital; appointed to Oruka’s board at the merger closing in August 2024 and stands for election to a term ending 2028 .

Past Roles

External Roles

Board Governance

• Independence: Board determined Harwin is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating committees meet applicable independence standards .
• Attendance: Since the merger through year‑end 2024, each director (including Harwin) attended at least 75% of Board and committee meetings .
• Committee assignments and roles:
  • Nominating & Corporate Governance Committee: Chair; held 1 meeting since the merger .
  • Compensation Committee: Member; held 3 meetings since the merger .

Fixed Compensation

Non‑employee director compensation program (policy levels):

Performance Compensation

Director equity grant policy (no performance conditions disclosed; time‑based vesting):

Note: As of 12/31/2024, Harwin had no outstanding options or compensatory warrants disclosed; future grants are subject to program administration and board actions .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital allocation and biotechnology investing: Managing Member at Fairmount Funds; prior Boxer Capital experience .
• Multi‑company board leadership: Chair at Cogent and director at APGE, SYRE, Crescent, Paragon; prior VRDN board service .
• Corporate governance: Nominating Committee Chair at Oruka .
• Education: B.B.A., Emory University .

Equity Ownership

Policy constraints:

• Company insider trading policy prohibits short sales, options/derivatives, hedging transactions, margin accounts, and pledges by directors and covered persons .

Governance Assessment

• Strengths:

  • Independent director with deep biotech capital markets experience; chairs Nominating Committee, supporting board succession and governance processes .
  • Documented attendance ≥75% in 2024; active committee cadence (Compensation: 3; Nominating: 1) .
  • Company has related‑party transaction review policy post‑merger (Audit Committee oversight), clawback policy compliant with Nasdaq Rule 5608, and robust insider trading restrictions (no hedging/pledging) .

• Potential conflicts and red flags:

  • Fairmount is Oruka’s largest holder (~19.99%); Harwin manages Fairmount—significant influence with beneficial ownership limits and disclaimers; requires vigilant oversight of transactions involving Fairmount affiliates .
  • Extensive related‑party exposure via Paragon: Harwin is a Paragon director; Fairmount beneficially owns >5% of Paragon and appointed Paragon’s board; Oruka has option and license agreements with Paragon (milestones and royalties)—Audit Committee must continue rigorous review .
  • Interlocks: Apogee (Harwin board; Dambkowski CMO) and Spyre (Harwin board; Turtle CEO) create information‑flow networks; while disclosed, they increase perceived conflict risk if counterparties overlap in transactions or strategy .

• Director compensation alignment:

  • Cash fees modest ($19,178 in 2024 partial year); director equity is time‑based options—no performance metrics; alignment relies on share price appreciation and broader Fairmount ownership exposure .

Related‑Party Transactions (Context for Conflict Monitoring)

• Financing: Fairmount purchased Series A preferred/common and pre‑funded warrants in Oruka’s 2024 financings (including $25.0M convertible note conversion at Pre‑Merger Oruka; additional participation in Sept 2024 private placement) .
• Paragon agreements: Oruka’s IL‑23 (ORKA‑001) and IL‑17A/F (ORKA‑002) options exercised; license milestones up to $22M per program plus royalties; 2024 accrued payments and development cost sharing recorded; annual warrants to Paragon employees via Paruka contemplated (1% fully‑diluted on each of Dec 31, 2024 and Dec 31, 2025) .

Compensation Committee Analysis

Committee remit includes executive and director pay, equity plans; empowered to retain advisors; reviews risks tied to compensation and human capital policies .

Director Compensation Structure Signals

• Equity mix: Shift to larger post‑merger director option grants (annual 17,500; initial 35,000) vs. pre‑merger levels (6,000 annual; 12,000 initial), increasing equity‑linked pay; vesting is purely time‑based, not performance‑based .
• Governance controls: Clawback applies to executives; director equity timing not tied to MNPI; grants generally in January or at appointment; ESPP available to employees (not directors) .

Say‑on‑Pay & Shareholder Feedback

• 2025 agenda includes advisory say‑on‑pay and say‑on‑frequency (Board recommends annual); results to be disclosed after meeting; historical Oruka say‑on‑pay results not provided in this proxy .

Equity Ownership & Alignment (Detail)

Governance Assessment

• Overall, Harwin brings experienced investor and multi‑board perspective, chairs a key governance committee, and meets independence and attendance standards, supporting board effectiveness .
• However, Fairmount’s concentrated ownership and Paragon ties elevate conflict‑of‑interest risk; continued strict Audit Committee oversight of related‑party transactions and transparent disclosure are critical to investor confidence .