Harry Thomasian Jr.
PRECIGENAbout Harry Thomasian Jr.
Harry Thomasian Jr., age 63, is Chief Financial Officer (CFO) of Precigen, Inc. since October 2021, with 40+ years of international accounting and corporate finance experience including senior leadership roles at Ernst & Young (EY) and a prior capital markets assignment in Tokyo; he holds a B.S. in Accountancy from Bentley University, completed EY’s strategic leadership program at Kellogg, and is a CPA . Company performance under his tenure shows progress toward commercialization: PRGN‑2012 BLA accepted with priority review and PDUFA action date set for August 27, 2025, cash runway projected into 2026 at Q1‑2025, and a $125M non‑dilutive credit facility in Q3‑2025 to fund launch, albeit with significant non‑cash effects from preferred/warrants on GAAP earnings . Pay‑versus‑performance disclosure indicates 2024 TSR of 20.44 (vs. peer 113.80), and net loss of $126.2M for 2024; multi‑year TSR/net income context below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Senior client service partner; Baltimore Growth Markets Leader; co‑leader Life Sciences (Chesapeake Region); prior senior partner in EY Capital Markets Center (Tokyo) | 1986–2021 | Led large client engagements, growth market strategy, life sciences practice leadership, global capital markets competencies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various not‑for‑profit institutions (unspecified) | Board director; committee chair | Not disclosed | Governance leadership across multiple not‑for‑profits (details not enumerated) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 454,584 | 475,000 | 486,500 (annual rate increased to $488,000 effective 2024) |
| Target Annual Bonus (% of Base) | 40% (program design) | 40% | 40% |
| Actual Annual Bonus (2024 performance; paid 100% in RSUs, vests May‑2025) | — | — | $214,720; 154,475 RSUs; 110% achievement |
| Stock Awards ($) | 17,840 | 103,311 | 331,250 (includes PSUs at probable outcome and other stock awards; 2024 bonus RSUs granted in 2025 excluded from 2024 SCT per footnote) |
| Option Awards ($) | 344,540 | 520,061 | 548,950 |
| All Other Compensation ($) | 35,019 | 33,538 | 35,752 |
| Total Compensation ($) | 886,420 | 1,131,910 | 1,402,452 |
Performance Compensation
Annual Short‑Term Incentive (STI) – FY2024
| Component | Weighting | Target | Actual | Payout Form | Payout Value |
|---|---|---|---|---|---|
| PRGN‑2012 BLA submission & commercial readiness | 70% (CEO 80%) | Part of 40% of base salary STI | Assessed at 100% of target | RSUs (vest May‑2025) | Included in total |
| Other clinical & financial goals | 10% (CEO 20%) | Part of 40% STI | Assessed at 100% of target | RSUs | Included in total |
| Individual performance (CFO) | 20% | Part of 40% STI | Above target; +10% for capital raising leadership | RSUs | Included in total |
| Overall | — | 40% of base ($195,200) | 110% of target | RSUs (154,475) | $214,720 |
Long‑Term Incentives (Options) – FY2024 Grant Structure
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Term |
|---|---|---|---|---|---|
| 2024‑05‑31 | Stock Options | 500,000 | $1.40 | 25% at 1‑yr; remainder monthly over 36 months | Expires 2034‑05‑31 |
Performance Stock Units (PSUs) – August 2024 Grants
| Executive | PSUs Granted (#) | Grant Date Fair Value ($) | Milestones | Status |
|---|---|---|---|---|
| Harry Thomasian Jr. | 250,000 | 141,250 | 50% vests on PRGN‑2012 complete BLA submission; 50% on FDA approval; performance period through 2026‑12‑31 | First milestone achieved; 50% settled in shares in Jan‑2025 |
Equity Ownership & Alignment
| Ownership Metric (as of 2025‑03‑31) | Amount |
|---|---|
| Shares Beneficially Owned (Outstanding) | 354,376 |
| Right to Acquire Beneficial Ownership (within 60 days: options/RSUs) | 728,169 |
| Total Beneficial Ownership (Shares) | 1,082,545 |
| Percentage of Shares Outstanding | <1% |
| Unvested PSUs Outstanding (#) and Market Value (12/31/2024) | 250,000 PSUs; $280,000 |
| Key Option Positions (selected) | 500,000 (2024 grant, $1.40, exp. 2034) ; 303,917 unexercisable + 217,083 exercisable (2023 grant, $1.21, exp. 2033) ; 100,000 + 100,000 (2022 grant, $2.33, exp. 2032) ; 135,000 + 45,000 (2021 grant, $4.72, exp. 2031) |
| Hedging/Pledging | Hedging prohibited by policy; no specific pledging disclosures noted |
| Executive Stock Ownership Guidelines | None currently for executives; directors have 5× retainer guideline |
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | CFO since October 2021 |
| Employment Agreement (Feb 2024) | Severance upon termination without Cause / resignation for Good Reason: 12 months base pay + up to 12 months COBRA premiums (subject to release) |
| Change‑in‑Control (CIC) – Options/RSUs | If awards are not continued/assumed/substituted in CIC, awards vest in full upon CIC/termination (see plan provisions) |
| CIC – PSUs | If not continued/assumed, outstanding PSUs vest in full at target on CIC prior to 2026‑12‑31; pro‑rata vesting on certain terminations |
| Clawback | Financial Statement Compensation Recoupment Policy adopted June 8, 2023; SOX §304 recoupment; aligns with SEC/Nasdaq rules |
| Anti‑Hedging | Company policy prohibits hedging transactions in Company stock |
Potential Payments – CFO (as of 12/31/2024)
| Scenario | Accelerated Equity ($) | Severance ($) | PTO ($) | Benefits (COBRA) ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause/for Good Reason (pre‑CIC) | — | 488,000 | 44,905 | 28,441 | 561,346 |
| CIC Termination within 12 months | 280,000 | 488,000 | 44,905 | 28,441 | 841,346 |
| CIC (no termination; assumes no continuation/assumption) | 280,000 | — | — | — | 280,000 |
| Disability | 280,000 | — | 44,905 | 630,000 (disability policy benefits) | 954,905 |
| Death | 280,000 | — | 44,905 | 1,521,000 (life insurance benefits) | 1,845,905 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of Initial Fixed $100 Investment – PGEN TSR ($) | 186.13 | 67.70 | 27.74 | 24.45 | 20.44 |
| Peer Group TSR ($) – NASDAQ Biotechnology Index | 125.60 | 124.80 | 111.20 | 115.40 | 113.80 |
| Net Income (Loss) ($M) | (170.5) | (92.2) | 28.3 | (95.9) | (126.2) |
Additional operating updates under his CFO leadership:
- Q1‑2025: BLA accepted with priority review; cash, cash equivalents and investments $81.0M; cash burn $16.9M; SG&A up for commercial readiness .
- Q3‑2025: Entered $125M credit facility (first $100M tranche received); cash and investments $123.6M, expected to fund to cash flow break‑even; reported significant non‑cash impacts from warrant liabilities and preferred deemed dividend; preferred converted to common on September 15, 2025 .
Compensation Structure Analysis
- Equity‑heavy, milestone‑driven pay: 2024 STI paid 100% in RSUs (cash preservation); PSUs vest on PRGN‑2012 regulatory milestones (50% BLA submission; 50% FDA approval), directly tying pay to value‑creation catalysts .
- Options with multi‑year vesting support retention; CIC provisions provide protection only if awards aren’t continued/assumed, reducing unintended windfalls and aligning with governance best practices .
- No executive ownership guidelines (directors have 5× retainer); anti‑hedging policy in place; no pledging disclosures—alignment is primarily via meaningful equity grants and PSU milestones .
- Clawback policy aligned with SEC/Nasdaq, covering restatements and SOX §304 .
- Bonus framework weighted to PRGN‑2012 and finance/clinical goals; CFO earned +10% on individual component for capital raising execution in 2024 .
Risk Indicators & Red Flags
- Preferred/warrant overhang and non‑cash earnings volatility: Large warrant liability fair‑value changes and deemed dividend materially affected EPS; potential dilution dynamics require monitoring though part converted in Sept‑2025 .
- CIC carve‑out in older 2013 plan excludes certain accumulations by RJ Kirk from counting as CIC, potentially limiting acceleration for awards under that plan; newer 2023 plan uses standard CIC definition—award‑level plan sourcing matters for acceleration outcomes .
- Supply from vesting events: PSU tranche settled in Jan‑2025; 2024 STI RSUs vest May‑2025—watch Form 4s for tax‑related sales; hedging prohibited .
Say‑on‑Pay & Peer Benchmarking
- 2024 say‑on‑pay approval: 96.3% support; Compensation Committee engages Aon; peer group of 21 Phase I/II/III biotech companies used to calibrate pay (market cap median $512M; PGEN $366M at 46th percentile) .
- Compensation governance practices include minimum vesting, no evergreen, no repricing without shareholder approval, director compensation caps, and clawbacks .
Investment Implications
- Alignment: PSU design ties CFO upside to PRGN‑2012 milestones (submission/approval), reinforcing focus on regulatory success and launch execution; 2024 STI in equity further aligns incentives while preserving cash .
- Retention/pressure points: Significant unvested options/PSUs and staged vesting reduce near‑term departure risk; upcoming RSU/PSU settlements can create selling pressure around vest dates—monitor Form 4s and pre‑planned 10b5‑1 trades .
- Transaction dynamics: Award acceleration hinges on whether awards are assumed/continued in CIC; 2013 plan CIC carve‑out (RJ Kirk) may limit acceleration for legacy grants—relevant in strategic scenarios .
- Financial execution signal: Overperformance on individual STI for capital raising in 2024 and proactive non‑dilutive financing in Q3‑2025 support liquidity for commercialization; watch dilution from warrants and fully assess cap table post‑conversion .