Natalie Holles

About Natalie Holles

Natalie Holles (age 52) is Chief Executive Officer and a director of Third Harmonic Bio (THRD) since August 2021, with prior senior operating and corporate development roles at Audentes Therapeutics (CEO; President & COO; SVP/COO), Hyperion Therapeutics (SVP, Corporate Development), KAI Pharmaceuticals (VP, Business Development), InterMune, and Genentech; she holds an A.B. in Human Biology (Stanford) and an M.A. in Molecular, Cellular, and Developmental Biology (University of Colorado Boulder, HHMI fellow) . THRD’s board is chaired separately by Mark Iwicki; Holles is not an independent director, and the board has a majority of independent directors . In 2025 the board proposed a Plan of Dissolution; the estimated shareholder distribution was $5.13–$5.42 per share, framing near‑term value realization rather than long‑term operating performance .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 annual bonus paid at 95% of target based on development/scientific/strategic objectives; 2023 at 100% of target .

Performance Compensation

Equity awards are time‑based stock options (no PSUs/TSR metrics disclosed). Key 2024 grant: 396,000 options (Jan 5, 2024) at $10.89, 4‑year vest, monthly after first installment .

Equity Ownership & Alignment

Additional context on potential option exercises and selling pressure:

• In a dissolution, all equity awards terminate immediately prior to dissolution unless exercised; option holders must exercise to receive cash distributions as stockholders .
• The company’s liquidation model anticipates $10.7–$11.3 million of cash proceeds from stock option exercises prior to dissolution, implying material exercise activity into the shareholder distribution record date .

Employment Terms

Board Governance

• Role: Director since Aug 2021; not independent (as CEO). Board chair is separate (Mark Iwicki), with majority independent board and standard committee structure (Audit, Compensation, Nominating/Gov) .
• Committee memberships: None disclosed for Holles; Audit (Soloway chair), Compensation (Iwicki chair), Nominating/Gov (Seidel chair) comprise independent directors .
• Attendance: In 2024, no director attended fewer than 75% of board/committee meetings .
• Director compensation: Holles received no additional compensation for board service in 2024 .
• Dual‑role implications: Separation of Chair and CEO enhances oversight; Holles’ non‑independent status is mitigated by independent committees and majority‑independent board .

Compensation Structure Analysis

• Equity-heavy and option-centric: 2024 option grant fair value rose to $3.23M from $1.60M in 2023, increasing at‑risk equity exposure, though primarily time‑based rather than performance‑based .
• Option repricing (red flag mitigant): On Mar 6, 2023, underwater options were reset to $4.20 (closing price that day) with original schedules unchanged—improves retention but can be viewed as shareholder‑unfriendly if repeated .
• Pay-for-performance linkage: Annual cash bonus driven by corporate objectives; 2024 payout at 95% of target amid pipeline reset and strategic review; targets and weightings not disclosed, reducing transparency .
• Clawback and anti‑hedging: Robust restatement-based clawback in place and hedging prohibited—positive for alignment .

Risk Indicators & Red Flags

• Dissolution and liquidating distribution underway; all equity awards terminate at dissolution (creates exercise timing dynamics and ends long-term incentive alignment) .
• 2023 option repricing to $4.20 (underwater reset) .
• Special Bonus construct with clawback/acceleration mechanics (originally tied to tax on forgiven note) may draw scrutiny but includes CIC alignment provisions .
• As an Emerging Growth Company, THRD does not conduct say‑on‑pay votes—reduced external feedback loop on pay .

Director Compensation (for context)

Equity Award Detail (selected)

Employment Contracts, Severance and Change‑of‑Control Economics (CEO)

• CIC window (double‑trigger): 3 months before (if separation after potential CIC) to 12 months after a CIC; 18 months salary + 150% target bonus + pro‑rated bonus + 18 months COBRA; 100% acceleration of time‑based equity; Special Bonus accelerates; release required .
• Non‑CIC termination: 12 months salary (installments) + pro‑rated bonus + up to 12 months COBRA; 12 months vesting credit on time‑based equity; release required .
• Dissolution: All equity awards terminate immediately prior to dissolution unless exercised; company to notify holders and allow exercise pre‑dissolution .

Investment Implications

• Near‑term: Expect material option exercises prior to the dissolution record date (company models ~$10.7–$11.3M exercise proceeds), increasing share count eligible for distributions and potentially modestly affecting per‑share outcomes within the stated range ($5.13–$5.42) depending on timing and reserve usage . Equity awards terminate at dissolution, eliminating ongoing overhang but driving concentrated exercise/sale dynamics into the distribution .
• Governance and alignment: Separation of Chair/CEO and majority‑independent committees support oversight during wind‑down; anti‑hedging and clawback policies are shareholder‑protective .
• Red flags to monitor: Legacy option repricing (2023) and the Special Bonus structure, though the latter contains CIC‑linked alignment provisions; absence of disclosed ownership guidelines; dissolution eliminates long‑term performance‑based incentives .