Shankar Hariharan
About Shankar Hariharan
Shankar Hariharan is Chairman of the Board and Co‑Chief Executive Officer of Scienture Holdings, Inc. (SCNX). He joined the board in July 2024 and has served as Chairman and Co‑CEO since May 2025; age 68 as of October 22, 2025 . He holds a bachelor’s in pharmacy from Banaras Hindu University and a Ph.D. in Pharmaceutical Sciences from Northeastern University, with 37+ years leading branded, specialty, and generic pharma businesses, including senior roles at Amneal, Forest Labs, and Par; he founded Scienture and DermAct, where he drove material revenue growth (Amneal >$1.5B) and led to a successful acquisition of DermAct . Company performance disclosed in the proxy shows positive TSR and a shift to net income in FY 2024 versus a prior-year loss, aided by strategic transactions and special dividends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amneal Pharmaceuticals | EVP & Chief Scientific Officer | — | Oversaw Global R&D, Regulatory Affairs, Specialty Product Development; instrumental in revenue growth >$1.5B with high margins |
| Scienture, LLC | Founder, President & CEO | — | Founded and led branded/specialty pipeline; platform acquired by SCNX in 2024 |
| DermAct (R&D org) | Founder | — | New molecule discovery; led to successful acquisition |
| Forest Labs; Par Pharmaceuticals | Senior leadership roles | — | Executive experience across branded/specialty/generic businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Depymed, Inc. | Director | — | Current public company board service |
| New Rhein Healthcare, LLC | Advisory Board | — | Healthcare-focused investment/advisory |
| MAA Laboratories | Advisory Board | — | Technology/health advisory role |
Fixed Compensation
| Metric | 2024 | 2025 (Pre Oct 1) | 2025 (Effective Oct 1) |
|---|---|---|---|
| Base Salary ($) | — | $175,000 (Executive Chairman/Co‑CEO prior to amendment) | $400,000; subject to periodic review by Compensation Committee |
| Director Fees (Cash) | $0 (no director compensation paid in 2024) | — | — |
Performance Compensation
Severance and Change-of-Control Economics (as amended effective Oct 1, 2025)
| Component | Trigger | Quantum | Vesting/Timing | Benefits |
|---|---|---|---|---|
| Non‑CIC severance | Termination without Cause or for Good Reason (outside CIC window) | Salary continuation for 24 months | Per agreement; continuation | COBRA employer contributions for 24 months; continued life insurance premiums for 24 months |
| CIC severance (double trigger) | Termination without Cause or for Good Reason within 12 months after first event constituting a Change in Control | 2x sum of (then‑current annual base salary or salary immediately pre‑CIC) + target annual incentive comp for current year + discretionary bonus | Lump‑sum per agreement | COBRA employer contributions for 24 months; continued life insurance premiums for 24 months |
Notes: Prior to Oct 1, 2025, non‑CIC severance was 12 months of salary and CIC severance was 1.5x salary + target incentive + discretionary bonus; both COBRA and life insurance benefits were 12 months. Amendments increased cash and benefits to 24 months and 2x multiple, respectively .
Equity Ownership & Alignment
| Metric | As of Nov 21, 2024 | As of Oct 22, 2025 |
|---|---|---|
| Shares Beneficially Owned | 2,370,383 (incl. 371,704 owned by spouse) | 3,390,383 (incl. 371,704 owned by spouse) |
| Ownership % of Outstanding | 27.55% | 10.60% (31,975,003 shares outstanding) |
| Vested vs Unvested Equity | Not disclosed | Not disclosed |
| Options (Exercisable/Unexercisable) | Not disclosed for Hariharan; director equity for other directors detailed separately | Not disclosed |
| Shares Pledged | No pledging disclosed in beneficial ownership tables or footnotes | |
| Ownership Guidelines | Not disclosed | Not disclosed |
Lock-Up and Selling Constraints
| Lock-Up Agreement | Period | Scope |
|---|---|---|
| Merger-related lock-up | From Preferred Stock Conversion (Sep 20, 2024) to 180 days after conversion (Mar 19, 2025) | Transfer restrictions on officers/directors’ securities immediately post‑closing |
| Registered direct offering lock-up | Aug 15, 2025 to Nov 13, 2025 (closing Aug 15) | Officers/directors agreed not to offer/pledge/sell/transfer, subject to exceptions |
Employment Terms
| Item | Detail |
|---|---|
| Current Title | Executive Chairman and Co‑Chief Executive Officer |
| Appointment Timeline | Director since July 2024; Chairman & Co‑CEO since May 2025 |
| Base Salary | Increased from $175,000 to $400,000 effective Oct 1, 2025; subject to periodic review |
| Severance (Non‑CIC) | 24 months’ salary + 24 months COBRA and life insurance premiums |
| Severance (CIC, double trigger) | 2x salary + target incentive + discretionary bonus; 24 months COBRA and life insurance premiums |
| Clawback Policy | Company adopted a “Form of Clawback Policy” (exhibit cited) |
| Insider Trading Policy | Insider Trading Policy on file (exhibit cited) |
Board Governance
| Attribute | 2024 | 2025 |
|---|---|---|
| Independence | Not independent (executive) | Not independent (Co‑CEO) |
| Board Role | Director | Chairman of the Board |
| Committee Membership | None (executive; committees comprised of independent directors) | None (executive; committees comprised of independent directors) |
| Committee Chairs (Board-wide) | Audit: Chair Doshi; Compensation: Chair Fell; Nominating: Chair Jayanthi | Audit: Chair Fell; Compensation: Chair Fell; Nominating: Chair Fell; Audit committee comprised of Fell, Doshi, Jayanthi |
- Dual-role considerations: Hariharan holds both Chairman and Co‑CEO roles, which the Board categorizes as non‑independent; a majority of directors remain independent, and key oversight committees (Audit, Compensation, Nominating & Governance) are comprised of independent members, mitigating some independence concerns .
Director Compensation
| Director | 2024 Fees (Cash) | 2024 Stock Awards | Total |
|---|---|---|---|
| Shankar Hariharan | $0 | $0 | $0 |
- Policy: Independent directors receive annual restricted stock grants valued at $55,000, vesting quarterly across four quarters; executive directors are compensated separately and did not receive this independent director award in 2024 .
Compensation Structure Analysis
- Cash vs equity mix: For 2025, disclosed changes emphasize cash-based retention economics via higher base salary ($175k → $400k) and materially enhanced severance multiples (12 months → 24 months; CIC 1.5x → 2x), increasing guaranteed/contractual pay components and potential pay outcomes under severance triggers .
- Equity plan supply: Share authorization under the 2019 Equity Incentive Plan stood at 5,000,000 as of Dec 31, 2024; 2025 proxy proposed increasing plan shares from 5,000,000 to 25,000,000, indicating potential for larger future equity grants and dilution considerations if approved .
- Alignment mechanisms: Company adopted a Clawback Policy (form on file) and maintains an Insider Trading Policy; beneficial ownership shows significant personal stake and spousal holdings included in beneficial calculation .
- Say-on-Pay: ~99.7% approval at 2024 annual meeting supports the compensation philosophy during the transition period; frequency set to annual .
Related Party Transactions and Financing Context
- Lock‑up agreements applied to officers/directors following the 2024 Scienture merger and during the Aug 2025 registered direct offering, temporarily reducing insider selling capacity .
- Financing arrangements include Arena convertible debentures with company‑wide security interests and a Guarantee by Scienture, LLC; exhibits list a First Amendment of Loan and Security Agreement among the Company, NVK Finance, Scienture, Srivatsav, LLC, and Shankar Hariharan, signaling executive involvement in financing structures and potential related‑party complexities requiring governance oversight .
Performance & Track Record
- Company performance (disclosed for 2024): net income versus prior‑year loss; TSR positive year‑over‑year; special dividends paid in 2024 following asset sale, boosting Compensation Actually Paid calculations for NEOs; these developments predate Hariharan’s Co‑CEO tenure but frame the transition into the Scienture-focused strategy .
- Director qualifications emphasize extensive healthcare executive experience and successful product and portfolio execution across prior roles .
Investment Implications
- Alignment: Large beneficial ownership (10.60% as of Oct 22, 2025) with spousal holdings included suggests meaningful skin‑in‑the‑game, and 2024–2025 lock‑ups curtailed near‑term selling pressure .
- Retention risk: Amendments materially increased severance protections and base salary, lowering near‑term attrition risk but raising fixed obligations; CIC economics (2x salary + target incentive + discretionary bonus) imply higher potential transaction costs in strategic scenarios .
- Governance: Dual Chairman/Co‑CEO role is a classic independence concern; mitigated by independent committee structure and majority independent board, though investors will monitor committee oversight and any related‑party financing interactions identified in exhibits .
- Dilution and incentives: Proposed 2019 Plan share increase (to 25,000,000) and existing plan capacity (5,000,000 as of 12/31/24) indicate substantial headroom for equity incentives; beneficial for alignment and talent retention but dilutive if heavily utilized .
- Pay-for-performance visibility: Limited disclosure of Hariharan‑specific performance metrics tied to incentives; investors should look for future proxies to detail PSU/RSU metrics (e.g., revenue, EBITDA, TSR) under the Scienture strategy for clearer pay‑performance linkage.
Data sources: Board biographies, independence and committee membership, beneficial ownership and director compensation, and say‑on‑pay come from SCNX DEF 14A filings dated Oct 24, 2025 and Jan 27, 2025 . Employment amendments including salary and severance terms are per 8‑K dated Oct 24, 2025 . Plan capacity and policy exhibits are per FY 2024 10‑K filed Mar 26, 2025 .