Harry Fisch
VERUAbout Harry Fisch
Harry Fisch, M.D., F.A.C.S., is Vice Chairman of the Board (since March 2018) and Chief Corporate Officer (since January 2018) at Veru; he has served as a director since October 2016. Age 66, Dr. Fisch holds a B.A. in Chemistry (SUNY Binghamton) and an M.D. from Mount Sinai, with surgical/urologic training at Albert Einstein/Montefiore; he previously founded Aspen Park Pharmaceuticals and leads Millennium Sciences, Inc. . Company performance during his recent tenure shows persistent losses and materially negative EBITDA; Veru’s indexed TSR fell from $135.05 in FY2022 to $8.44 in FY2023 and $9.03 in FY2024 . Revenues declined from FY2022 to FY2024 while net losses narrowed from FY2023 to FY2024 (see table below).
Veru financial context (pay-for-performance lens)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $39,354,352 | $16,296,958 | $16,886,419 |
| EBITDA (USD) | -$83,278,563* | -$95,335,965* | -$37,870,128* |
| Net Income (USD) | -$84,040,618* | -$93,152,692* | -$37,801,426* |
Values retrieved from S&P Global.
Citations provided for Revenues; EBITDA and Net Income values marked with * are from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aspen Park Pharmaceuticals | Co-founder; Chairman; Chief Scientific Officer | 2014–2016 | Built men’s health/oncology pipeline; foundation for Veru leadership transition |
| Millennium Sciences, Inc. | CEO & President | 1994–present | Longstanding biotech leadership and commercialization advisory platform |
| Albert Einstein/Montefiore | Director, Male Reproductive Center | 1998–1999 | Clinical leadership in male reproductive medicine |
| Columbia Univ., College of Physicians & Surgeons | Professor of Clinical Urology | 1999–2009 | Academic leadership; urologic research and training |
| Weill Cornell Medicine | Clinical Professor of Urology & Reproductive Medicine | 2009–2022 | Academic contributions in reproductive medicine |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Millennium Sciences, Inc. | CEO & President | 1994–present | Continued executive role concurrent with Veru |
| Academic appointments (Cornell, Columbia) | Clinical/Professor roles | 1999–2022 | Senior academic expertise in urology |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Annual Bonus (USD) | Notes |
|---|---|---|---|---|
| 2022 | $467,362 | 45% of base salary | $226,449 (non‑equity incentive) | Target bonus % per employment agreement |
| 2023 | $500,593 | 45% of base salary | $0 (no annual incentive payout) | No bonus earned for FY2023 |
| 2024 | $486,186 | 45% of base salary | $222,260 (non‑equity incentive) | Corporate/individual goals basis |
- Compensation structure: Straightforward mix of salary, annual incentive (cash/option) and equity options; no perquisites or SERP benefits disclosed . Compensation Committee did not engage consultants in FY2024/FY2023 .
Performance Compensation
Annual Incentive Plan mechanics
| Element | Description | FY2023 Result | FY2024 Result |
|---|---|---|---|
| Performance metrics | Corporate goals (general corporate, drug development programs, FC2) + individual goals; weighted achievement drives payout | None earned | Payouts earned; Fisch received $222,260 |
| Weighting | Weighted percentage achievement; stretch goals can increase payout | Not disclosed | Not disclosed |
| Payout form | Cash and/or stock options | No payout | Cash payout to Fisch |
Equity Awards (Options) – grants and vesting
| Grant date | Shares | Strike ($/sh) | Expiration | Vesting schedule |
|---|---|---|---|---|
| 11/3/2021 | 88,800 (exercisable + unexercisable) | $8.35 | 11/3/2031 | 44,400 vested 11/3/2024; remainder earlier per plan |
| 4/22/2022 | 133,334 + 66,666 | $11.21 | 4/22/2032 | 66,666 vest 4/22/2025; prior tranches earlier |
| 11/2/2022 | 32,667 + 65,333 | $11.46 | 11/2/2032 | 32,667 vested 11/2/2024; 65,333 vest 11/2/2025 |
| 5/9/2023 | 33,334 + 66,666 | $1.37 | 5/9/2033 | 33,334 vest 5/9/2025; 66,666 vest 5/9/2026 |
| 5/7/2024 | — + 102,000 | $1.63 | 5/7/2034 | One‑third each on 5/7/2025, 5/7/2026, 5/7/2027 |
- All options under the plan vest upon “Change of Control” (subject to plan terms) .
Equity Ownership & Alignment
| Date (Record) | Total Beneficial Ownership | % of Class | Breakdown |
|---|---|---|---|
| Jan 16, 2025 | 9,080,098 shares | 6.2% | 233,592 direct; 541,144 joint with spouse; 7,239,096 via K&H Fisch Family Partners, LLC (Fisch sole manager); 1,066,266 options exercisable within 60 days |
| May 28, 2025 | 9,214,097 shares | 6.2% | 233,592 direct; 541,144 joint; 7,239,096 via K&H Fisch Family Partners, LLC; 1,200,265 options exercisable within 60 days |
- Hedging/pledging policy: Hedging prohibited; pledging/margin accounts prohibited unless pre‑cleared by General Counsel. No specific pledging by Fisch disclosed .
- Director pay: Fisch is an executive director and does not receive separate director compensation .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | Chief Corporate Officer; employment agreement dated Dec 31, 2017 |
| Contract term | No definite term; ongoing employment |
| Target bonus | 45% of base salary |
| Severance (termination w/o cause or for good reason) | 6 months base salary; unpaid annual bonus for completed fiscal year; pro‑rated target bonus for year of termination; continuation of medical/dental until earliest of: 6 months, COBRA ineligibility, or alternative coverage availability |
| Change‑in‑Control | If terminated w/o cause or for good reason within 6 months post‑CIC, accelerated vesting of all unvested equity awards |
| Restrictive covenants | Customary non‑compete, non‑solicit, non‑disclosure |
| Company clawback policy | Adopted Nov 30, 2023 (effective Oct 2, 2023); restatement did not trigger recoupment |
Board Governance
- Service: Director since Oct 2016; Vice Chairman since Mar 2018 .
- Independence: Not independent (executive officer) .
- Committee roles: Fisch is not listed on Audit, Compensation, or Nominating committees; committees comprised of independent directors (chairs: Audit—Lucy Lu; Compensation—Michael Rankowitz) .
- Attendance: Board met 14 times in FY2024; Fisch attended 100% of Board and committee meetings for directors on which he served .
- Board leadership: CEO also serves as Chairman; no lead independent director—heightened governance scrutiny for dual roles .
Compensation Structure Analysis
| Year | Salary (USD) | Option Awards (USD) | Annual Incentive (USD) | Observations |
|---|---|---|---|---|
| 2022 | $467,362 | $2,453,160 | $226,449 | Heavy equity emphasis; discretionary option grants tied to clinical milestone |
| 2023 | $500,593 | $1,010,298 | $0 | No incentive payout; equity still significant |
| 2024 | $486,186 | $140,189 | $222,260 | Shift toward cash incentive; sharp reduction in option grant value |
- Equity plan governance: 2018 Plan amended in 2025 to 26,000,000 authorized shares; minimum 12‑month vesting (with limited exceptions); no option/SAR repricing; clawbacks; independent committee administration .
- Change‑of‑control treatment: Committee may accelerate vesting or treat performance awards at target; no acceleration if awards are assumed on substantially same terms .
Related Party Transactions (Governance flags)
- Fisch’s son employed at Veru; compensation: $302,000 (FY2024), $415,000 (FY2023), $396,000 (FY2022) .
- Ownership via K&H Fisch Family Partners, LLC, managed by Fisch (significant stake) .
Investment Implications
- Alignment: Fisch’s ~6.2% stake and long-tenured executive/director status provide strong ownership alignment; hedging prohibited and pledging tightly restricted .
- Selling pressure: Upcoming option vesting (tranches in 2025–2027) could add potential supply; monitor Form 4 activity around vest dates (e.g., 4/22/2025, 5/9/2025, 5/7/2025) .
- Pay-for-performance: Cash bonuses resumed in FY2024 after a no‑payout FY2023; equity grant values declined materially in FY2024, signaling tighter compensation amidst continued net losses .
- Governance risks: Dual CEO/Chair structure (company-level) with no lead independent director reduces counterbalance; Fisch’s executive/director dual role is not independent; related-party employment is a soft red flag .
- Company fundamentals: Revenues remain depressed, EBITDA and net income negative; TSR extremely low in FY2023–FY2024—investors should frame incentives against turnaround milestones and capital structure dynamics (e.g., equity plan expansion, reverse split to address Nasdaq compliance) .