Steven Harr
About Steven Harr
Steven D. Harr, M.D., is Sana Biotechnology’s co‑founder, President & CEO since September 2018 and a director since October 2018. He holds an M.D. from Johns Hopkins and a B.A. in Economics from the College of the Holy Cross, with prior roles as CFO/Head of Corporate Development at Juno Therapeutics and Managing Director/Head of Biotechnology Investment Banking at Morgan Stanley, following service as Lead Biotech Research Analyst and Co‑Head of Global Healthcare Research there . Sana is an emerging growth company and does not provide pay‑versus‑performance TSR or revenue/EBITDA growth alignment disclosure; CEO annual bonuses are tied to corporate objectives (clinical data/pipeline, infrastructure/capital base, culture), achieved at 80% for 2024 and funded at 95% for 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Juno Therapeutics | CFO & Head of Corporate Development | 2014–2018 | Led overall financial and operational strategy; company sold to Celgene in 2018 . |
| Morgan Stanley | MD & Head of Biotechnology Investment Banking | 2010–2014 | Led biotech coverage; preceded by Lead Biotech Research Analyst & Co‑Head of Global Healthcare Research . |
| UCSF | Internal Medicine Resident | n/a | Clinical training underpinning biotech leadership credentials . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Loxo Oncology | Director | Until early 2019 | Board service through sale to Eli Lilly; exposure to targeted oncology value creation . |
| JW (Cayman) Therapeutics | Co‑founder; Director | n/a | Public cell therapy company in China; strategic network in cell therapy . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Approved ($) | 661,406 | 684,555 |
| Salary Paid ($) | 659,411 | 680,994 |
| Target Bonus (%) | 60% | 60% |
| Actual Bonus Paid ($) | 377,001 | 328,586 |
Performance Compensation
| Component | Metric Scope | Weighting/Target | Actual (2023) | Actual (2024) | Payout & Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (CEO) | Corporate objectives: clinical data & pipeline milestones; infrastructure/capital base; culture/quality/compliance | Target = 60% of base | Corporate goals achieved 100%, but bonus funding capped at 95% due to macro factors | Corporate goals achieved at 80% | Paid in cash; $377,001 (2023) and $328,586 (2024) . |
| Equity – RSUs | Retention/equity mix | 200,000 RSUs granted 3/7/2024 | n/a | 25% vests on 3/7/2025, then annually on 3/7/2026–2028 | Time‑based; service‑vesting per schedule . |
| Equity – Stock Options | Long‑term performance alignment | 900,000 options granted 3/7/2024; strike $9.58; expires 3/6/2034 | 650,000 options granted 3/2/2023; strike $3.76; expires 3/1/2033 | 25% vests on 3/7/2025, then 1/48 monthly thereafter | Time‑based; service‑vesting per schedule . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,956,461 shares; 4.9% of common stock as of April 1, 2024 . |
| Outstanding Awards (12/31/2024) | Options outstanding include: 590,000 @ $1.48 exp. 1/29/2030; 1,118,723 total remaining from 2/15/2021 award with split time/performance vesting @ $7.80 exp. 11/9/2030; 760,000 from 2022/2023 grants @ $5.70 and $3.76; 900,000 @ $9.58 exp. 3/6/2034; RSUs 200,000 unvested valued $326,000 at $1.63 close on 12/31/2024 . |
| Ownership Guidelines | No formal executive equity ownership guidelines; Board evaluating holding periods . |
| Hedging/Pledging | Prohibited for directors, officers, employees; also prohibits holding in margin accounts . |
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity Treatment | Other |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (outside CIC) | 12 months base salary + 100% of target annual bonus, paid over 12 months | COBRA reimbursement up to 12 months | No automatic acceleration; Board may enter 12‑month consulting agreement with acceleration of awards scheduled over next 12 months, and 90‑day post‑consulting option exercise window | At‑will; unpaid prior year bonus and prorated current year bonus if applicable . |
| Termination w/o Cause or Good Reason (within CIC window: 3 months pre to 12 months post) | Lump sum: 18 months base salary + 150% of target annual bonus | COBRA reimbursement up to 18 months | Full acceleration of all equity; 90‑day post‑termination option exercise window | Double‑trigger CIC protection . |
| Clawback Policy | Recovers incentive comp following financial restatements for current/former executive officers over prior three fiscal years; no misconduct requirement . | |||
| Severance Plan (non‑CEO executives) | For covered execs (e.g., Cassidy): 12 months base + 100% target bonus, COBRA up to 12 months, and equity acceleration on double‑trigger; requires 12‑month non‑competition and non‑disparagement post‑termination . |
Board Governance
- Dual role: Harr serves as CEO and Director; Board determined he is not independent under Nasdaq rules due to employment. Chairman of the Board is Hans Bishop (separate from CEO), mitigating CEO‑Chair consolidation concerns .
- Committee membership: Harr does not serve on Board committees; committee chairs/members are independent directors. 2024 meetings: Audit (4), Compensation & Talent (6), Nominating & Corporate Governance (3) .
- Attendance: In 2024, each incumbent director attended ≥75% of Board/committee meetings except Dr. Bilenker on Nominating & Corporate Governance .
- 2025 election results: Harr reelected Class I director with 147,857,094 For; 11,540,847 Withheld; broker non‑votes 20,921,414 .
Director Compensation
| Component | Amount |
|---|---|
| Annual cash retainer | $40,000 for non‑employee directors . |
| Committee chair/member retainers | Audit Chair $20,000; Audit member $10,000; Comp Chair $15,000; Comp member $7,500; Nominating Chair $10,000; Nominating member $5,000; Non‑executive Chair add’l $35,000 . |
| Annual equity for directors | Option with grant‑date fair value $425,000 (max 65,000 shares), vests by next annual meeting . |
| Deferrals | Directors may elect RSUs in lieu of cash and defer share delivery under Section 409A . |
| CEO as director | No separate director compensation paid to Harr . |
Compensation Structure Analysis
- Equity mix increased materially in 2024: Harr’s total compensation rose to $8,788,580, driven by $5,859,000 in option award fair value and $1,916,000 in RSUs, vs. $2,671,662 total in 2023 with only options and no RSUs . The 2024 equity awards were assessed as between the 25th–50th percentile versus peers on Black‑Scholes value and share‑based metrics, per Aon data .
- Annual bonus outcomes reflected operational performance: 2023 corporate goals achieved 100% but funded at 95% due to macro factors; 2024 corporate goals achieved 80%, emphasizing clinical progress, pipeline milestones, infrastructure delays, and culture enhancements .
- Policies and controls: No option repricing disclosed; standard annual grant timing aims to avoid MNPI windows; 2024 grants were not timed near filings and not used to affect disclosure value .
Related Party Transactions and Interlocks
- Rights Agreement: Harr and certain insiders (including his brother) are parties to an investors’ rights agreement providing registration rights; standard governance disclosure .
- Beam Therapeutics license: Board member Robert Nelsen is affiliated with ARCH (≥5% holders of Sana and Beam); Beam licensed CRISPR Cas12b to Sana with upfront $50M and potential milestones/royalties; amended multiple times (2021–2024) .
Equity Awards Detail (as of 12/31/2024)
| Grant | Shares | Strike | Expiration | Vesting |
|---|---|---|---|---|
| Options (3/7/2024) | 900,000 | $9.58 | 3/6/2034 | 25% on 3/7/2025, then 1/48 monthly . |
| RSUs (3/7/2024) | 200,000 | n/a | n/a | 25% on 3/7/2025, then annually 2026–2028; $326,000 market value at $1.63 on 12/31/2024 . |
| Options (3/2/2023) | 650,000 | $3.76 | 3/1/2033 | 25% on 3/2/2024, then 1/48 monthly . |
| Options (3/3/2022) | 760,000 (522,500 unexercisable + 237,500 unexercisable shown across tranches) | $5.70 | 3/2/2032 | 4‑year monthly after 25% at first anniversary . |
| Options (2/15/2021) | Hybrid time/performance vesting; remaining tranches shown | $7.80 | 11/9/2030 | 50% time‑based; 50% performance‑linked, then monthly vesting . |
| Options (2/14/2020) | 590,000 | $1.48 | 1/29/2030 | Standard 4‑year vesting schedule . |
Employment Terms: Definitions and Protections
- “Cause” and “Good Reason” definitions in Harr’s offer letter include willful dishonesty, felony/fraud, unauthorized disclosure, material breach, continued failure to perform, and material reductions or diminutions in role/compensation/location or loss of Board seat; cure periods and notice requirements apply .
- Executive benefits: No tax gross‑ups; severance optimized to greater after‑tax alternative if excise tax applies .
- Benefits & perquisites: Standard employee benefits and 401(k) match up to $4,000; no special perquisites practice .
Investment Implications
- Alignment: Harr’s substantial equity exposure (4.9% ownership plus multi‑year vesting options/RSUs) and prohibitions on hedging/pledging support alignment with long‑term value creation; absence of ownership guidelines reduces formal holding requirements .
- Retention and CIC: Robust double‑trigger CIC protection (18 months base + 150% target bonus + full acceleration) and non‑CIC severance (12 months base + 100% target bonus) lower near‑term departure risk but can increase acquisition‑related dilution and transaction costs .
- Pay structure and signals: The 2024 shift to higher equity grants and introduction of RSUs increases retention incentives but also schedules predictable vesting events (initial RSU/option cliffs March 2025) that may create liquidity considerations for investors monitoring insider activity timing; no repricing disclosed and grant timing policies aim to avoid MNPI windows .
- Governance: Separation of CEO and Chairman roles, independent committee structures, and strong clawback and insider‑trading policies mitigate dual‑role risks from CEO/Director status; 2025 shareholder vote shows strong support for Harr’s directorship .