Julia Haller
Outlook TherapeuticsAbout Julia A. Haller
Julia A. Haller, M.D., age 70, has served as an independent director of Outlook Therapeutics (OTLK) since August 2022. She is Ophthalmologist‑in‑Chief of Wills Eye Hospital (since November 2007), Professor and Chair of Ophthalmology at Sidney Kimmel Medical College at Thomas Jefferson University, and previously the first female Chief Resident at the Wilmer Eye Institute at Johns Hopkins; she holds an A.B. in Philosophy from Princeton and an M.D. from Harvard Medical School . She also serves on the boards of Bristol Myers Squibb (BMS) and Opthea, and formerly Eyenovia and Celgene .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wills Eye Hospital | Ophthalmologist‑in‑Chief, William Tasman Chair | Nov 2007–present | CEO/Ophthalmologist-in-Chief; translational advances and leadership |
| Sidney Kimmel Medical College (Thomas Jefferson University) | Professor and Chair, Dept. Ophthalmology | Since 2007 | Academic leadership |
| Johns Hopkins Wilmer Eye Institute | First female Chief Resident; Retina Fellowship Director; Katharine Graham Chair | Prior to 2007 | Training leadership, retina fellowship, endowed chair |
| Celgene Corporation | Director (prior) | — | Joined BMS board at Celgene close |
| Eyenovia, Inc. | Director (prior) | Appointed Apr 1, 2021 | Board appointment during late-stage pipeline |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Bristol Myers Squibb | Director | Chair, Science & Technology; Member, Committee on Directors & Corporate Governance |
| Opthea Limited | Director | — |
| Outlook Therapeutics | Director (Class II) | Member, Nominating & Corporate Governance Committee |
| The Philadelphia Orchestra Association | Board member; Executive Committee (external) | — |
| College of Physicians of Philadelphia | Vice Chair, Board of Trustees; later Chair (external) | — |
| Heed Ophthalmic Foundation | Chair | — |
| National Academy of Medicine | Section leadership | — |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (Chair: Faisal Sukhtian; other members: Prof. Dr. Gerd Auffarth). Committee met once in the fiscal year; all members independent under Nasdaq rules .
- Independence: Board determined Dr. Haller and seven other directors are independent under Nasdaq listing standards .
- Attendance: Board met five times in the last fiscal year; all directors attended ≥75% of aggregate Board and committee meetings for which they served .
- Committee landscape: Audit (Chair: Kurt Hilzinger; 4 meetings), Compensation (Chair: Randy Thurman; 5 meetings), Nominating (Chair: Faisal Sukhtian; 1 meeting), Executive Committee membership listed in proxy .
- Governance safeguard: Appointment of Lead Independent Director (Randy Thurman) structured to manage potential conflicts related to GMS Ventures’ role as a large shareholder; independent sessions when conflicts arise .
Fixed Compensation
| Component | FY2024 Policy | FY2025 Policy (effective Oct 1, 2024) |
|---|---|---|
| Board annual cash retainer | $40,000 | $50,000 |
| Chairperson additional cash retainer | $30,000 | — (lead independent receives chair retainer if chair is employee) |
| Audit Committee fees | Member $7,500; Chair $15,000 | Member $12,500; Chair $25,000 |
| Compensation Committee fees | Member $5,000; Chair $10,000 | Member $10,000; Chair $20,000 |
| Nominating & Corporate Governance fees | Member $4,000; Chair $8,000 | Member $5,000; Chair $10,000 |
| Executive Committee member fee | $30,000 | Unchanged |
Director-level 2024 fees:
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Julia A. Haller | $44,000 | $35,000 | $79,000 |
Notes:
- For FY2024, all non-employee directors except Randy Thurman elected to receive annual cash fees in the form of stock options per policy; amounts above reflect cash fee levels for disclosure, with options granted in lieu pursuant to policy .
Performance Compensation
Policy mechanics and grants:
- Initial director option grant (pre-10/1/2024 policy): 25,000 shares; vests annually over 3 years; 10-year term .
- Annual director option grant (pre-10/1/2024): fair value $35,000; vests earlier of 1 year or next annual meeting .
- Options in lieu of cash fees (FY2024 election): automatic grant on third business day of October; vest 25% at quarter end each quarter in fiscal year, subject to service .
- Post-10/1/2024 changes: initial grant fair value set to $245,000; annual director option grant increased to $265,000, made on first day of fiscal year; one-time FY2025 option grants approved to align director equity holdings post 2024 private placements and to approximate new policy initial grant value for Dr. Haller (vesting 100% on first anniversary) .
| Option Grant (Haller) | Grant Date | # Options | Grant-Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| In lieu of cash fees (FY2024) | 10/4/2023 | 10,511 | 44,000 | 4.80 | 10/4/2033 | 25% quarterly in FY2024 |
| One-time director grant (FY2025) | 10/1/2024 | 47,232 | 221,000 | 5.22 | 10/1/2034 | 100% at first anniversary |
Additional context:
- As of Sept 30, 2024, Dr. Haller held options to purchase 20,647 shares outstanding (aggregate count; exercisable status noted separately in footnotes) .
- PTEP Extension Policy: upon termination for reasons other than cause/death/disability, director stock options remain exercisable through their full term (typically 10 years) .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Bristol Myers Squibb | Biopharma | Director | Chair, Science & Technology; Member, Committee on Directors & Corporate Governance | Large-cap pharma; no related-party transactions with OTLK disclosed |
| Opthea Limited | Ophthalmology biotech | Director | — | No transactions with OTLK disclosed |
| Eyenovia, Inc. | Ophthalmology devices | Former Director | — | No transactions with OTLK disclosed |
| Celgene | Biopharma | Former Director | — | Legacy affiliation; no current OTLK transactions disclosed |
Expertise & Qualifications
- Domain expertise: internationally recognized retina surgeon with leadership in ocular pharmacotherapy, gene therapy, sustained drug delivery, and addressing healthcare disparities .
- Board qualifications: deep life sciences/ophthalmology experience; independent director status under Nasdaq rules .
- Academic credentials: Princeton (A.B., Philosophy); Harvard Medical School (M.D.) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Shares Outstanding Reference | Notes |
|---|---|---|---|---|
| Julia A. Haller, M.D. | 26,270 | <1% | 24,905,635 (as of Jan 15, 2025) | Includes shares issuable under options exercisable within 60 days |
Related ownership and investor context:
- GMS Ventures & Investments holds 32.7% beneficial ownership; has participated in multiple OTLK financings; Board instituted Lead Independent Director protocol to manage potential conflicts .
- Syntone Ventures LLC holds 10.7%; participates in financings and inducement warrants; regulatory approvals pending for certain inducements .
Insider Trades (Form 4) – Julia Haller (OTLK)
Note: Transactions reflect director option awards; no open-market purchases/sales disclosed in this period. Data from insider-trades skill (Form 4 filings; see SEC URLs).
Governance Assessment
-
Strengths:
- Independent director with deep ophthalmology expertise; aligns with OTLK’s retinal focus .
- Board attendance was robust overall (≥75% for all directors); committees operate with charters and independent members .
- Hedging/pledging prohibited by Insider Trading Policy; reduces misalignment risk .
-
Alignment and incentives:
- High equity orientation: elected options in lieu of cash fees (FY2024); received one-time FY2025 option grant to adjust equity holdings post capital structure changes—supports skin‑in‑the‑game, but increases dilution exposure .
-
Potential conflicts/risks:
- Board has significant shareholder representation (GMS Ventures; Syntone) with ongoing related financing transactions; mitigation via Lead Independent Director structure—no specific conflicts tied to Haller disclosed .
- Director pay inflation risk: large increases to annual director option grant fair value ($265k) and initial grant ($245k) effective FY2025; while Mercer advised and independence standards observed, investors should monitor pay-for-service vs. dilution .
- Equity grant repricing/modification: no repricing disclosed; grants follow policy timing; one-time awards disclosed with rationale (equity alignment), vesting transparently .
RED FLAGS
- Significant increase in director equity grant values starting FY2025 and one-time option grants; monitor dilution and pay-for-service calibration .
- Concentrated ownership and repeat financings by GMS Ventures/Syntone; ensure continued robust management of conflicts via Lead Independent Director processes .
Equity Ownership (Detail)
| Metric | Value |
|---|---|
| Beneficial ownership (Haller) | 26,270 shares; <1% of outstanding |
| Shares outstanding (reference date) | 24,905,635 (Jan 15, 2025) |
| Options outstanding as of 9/30/2024 (Haller) | 20,647 (aggregate outstanding options) |
| Options exercisable within 60 days (inclusion note) | Beneficial ownership includes options exercisable within 60 days; footnote indicates inclusion for Haller |
Director Compensation Structure Details
| Policy Element | Terms |
|---|---|
| Option vesting (annual grants) | Vest earlier of 1-year anniversary or next annual meeting |
| Options in lieu of cash fees (timing & vesting) | Auto-grant 3rd business day in October; 25% vest each fiscal quarter |
| One-time FY2025 director option grants | Vest 100% at first anniversary; intended to align holdings under new grant value framework (Haller’s grant sized to approximate revised initial grant value) |
| Post-termination exercise | Options remain exercisable through full term (typically 10 years), except for cause/death/disability |
Related Party Transactions (Context)
- GMS Ventures: participated in December 2022 registered direct, January 2024 private placement, and January 2025 warrant inducement transaction; inducement warrants expiring Jan 17, 2030 .
- Syntone Ventures: participated in January 2024 private placement and pending January 2025 inducement warrants (contingent on regulatory approvals) .
- Policy: Related-party transactions >$120,000 require Audit Committee (or independent directors) approval; terms must be no less favorable than third-party equivalents .