DEF 14A of Abeona Therapeutics Inc.
Filed Mar 19, 2024 · FY20230001493152-24-010421
Director and Executive Compensation Governance Principles
| ● | Annual equity awards made to non-employee directors shall be granted on a different date than annual equity awards to executive officers. Final deliberations or voting on the compensation of non-employee directors (including any changes to the annual compensation package) shall be made at a different Board (or committee) meeting than any deliberations or voting on the compensation of executive officers (including any changes to the annual compensation package). |
Director and Executive Compensation Governance Principles
| ● | On an annual basis, the proposed package for the non-employee director compensation must be recommended by the Compensation Committee to the Board following the receipt of a report from an independent consultant analyzing the non-employee director compensation package of the Company’s peer companies. |
Outside Compensation Consultants
Outside Compensation Consultants For 2023, the Compensation Committee engaged Radford Inc. (“Radford”) as an independent compensation consultant to provide certain services related to executive and non-employee director compensation. Radford assisted with the Compensation Committee’s review of the Company’s annual salary, bonus and equity compensation plans for executive officers and annual cash and equity compensation for non-employee directors. Radford also assisted with the adoption of the 2023 Equity Incentive Plan. Radford does not provide any other services to the Company unless approved by the Compensation Committee, and no such services were provided in 2023. After considering the relevant factors, the Company determined that no conflicts of interest have been raised in connection with the services Radford performed for the Compensation Committee in 2023.
Compensation of Directors
Compensation of Directors Compensation for Board Service in 2023. Each director who is not also an Abeona employee is entitled to receive an annual board fee and an annual committee fee for their service on each Board committee. These fees are paid in cash quarterly. In addition, we reimburse each director, whether an employee or not, for the expense of attending Board and committee meetings. There were no additional fees paid for service as a chairperson of a Board committee, with the exception of the Chairman of the Board who receives an additional $30,000 per year for serving as Chairman. During 2023, the annual board fee was $50,000 and the annual committee fee was $7,500 per committee served. In addition, incumbent non-employee directors were each granted equity awards valued at $271,143 for service on the Board in 2023 consisting of restricted stock. All equity awards were granted on a different date than any equity awards to executive officers. These equity awards vest one year after the date of grant.
Director Compensation Table – 2023
Director Compensation Table – 2023 The table below represents the compensation paid to each of our directors who served on the Board during the year ended December 31, 2023, other than Dr. Seshadri, whose compensation as our President and Chief Executive Officer is set forth under “Executive Compensation — Summary Compensation Table” below:
Director Compensation Table – 2023
| | Fees | | | | | | Earned or | | All | | | | Paid | Stock | Other | | | | in Cash | Awards | Compensation | Total | | Name | ($)(1) | ($)(2) (3) | ($) | ($) | | Leila Alland, M.D. | 65,000 | 271,143 | - | 336,143 | | Mark J. Alvino | 65,000 | 271,143 | - | 336,143 | | Michael Amoroso | 80,000 | 271,143 | - | 351,143 | | Faith L. Charles | 65,000 | 271,143 | - | 336,143 | | Paul Mann (4) | 28,750 | - | 14,344 | 43,094 | | Christine Silverstein | 53,750 | 271,143 | - | 324,893 | | Todd Wider, M.D. (5) | 28,750 | - | 14,344 | 43,094 | | Donald A. Wuchterl | 59,375 | 271,143 | - | 330,518 |
Director Compensation Table – 2023
| (1) Amounts shown reflect the annual board fee and annual committee fee(s) earned in 2023. | | (2) Represents the aggregate grant date fair value of 58,689 shares of the Company’s common stock on June 14, 2023, the date the restricted stock awards were granted ($4.62 per share) as reported on Nasdaq, computed in accordance with ASC 718. Our assumptions in determining fair value are described in Note 10 of Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report. Amounts shown do not reflect the compensation actually received by the directors. | | (3) The aggregate number of stock awards outstanding for each continuing director as of December 31, 2023 is 58,689. |
Director Compensation Table – 2023
| (4) Mr. Mann ceased serving on the Board as of May 17, 2023. His fees earned reflect the partial year of service and he also received a one-time payment representing the cash value of his unvested equity on the termination date in exchange for a release of claims in connection with his termination. | | (5) Dr. Wider ceased serving on the Board as of May 17, 2023. His fees earned reflect the partial year of service and he also received a one-time payment representing the cash value of his unvested equity on the termination date in exchange for a release of claims in connection with his termination. |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth, as of December 31, 2023, information about shares of Common Stock outstanding and available for issuance under our existing equity compensation plans.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders: | | | | | 2023 Equity Incentive Plan | — | — | 156,591 | | 2015 Equity Incentive Plan(2) | 179,001 | $38.58 | — | | Equity compensation plans not approved by security holders(3) | — | — | 859,400 | | Total | 179,001 | $38.58 | 1,015,991 |
Equity Compensation Plan Information
| (1) A total of 1,684,009, 632,410 and 131,750 unvested restricted shares under the 2023 Equity Incentive Plan, 2015 Equity Incentive Plan and 2023 Employment Inducement Equity Incentive Plan, respectively, were excluded from column (a) as those shares are considered issued at the time of grant. Unvested restricted shares were also excluded from column (c) as they are no longer available for future issuance. | | (2) No further grants may be made under the 2015 Equity Incentive Plan. | | (3) On September 23, 2023, the Company adopted the 2023 Employment Inducement Equity Incentive Plan to provide the Company with an ability to grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company within the meaning of Nasdaq Stock Market Rule 5635(c)(4) and, subject to the adjustment provisions of the 2023 Employment Inducement Equity Incentive Plan, reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the 2023 Employment Inducement Equity Incentive Plan. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | | Non-Equity | All | | | | | | | Option | Stock | Incentive Plan | Other | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(2) | ($)(3) | ($)(4) | ($) | | Vishwas Seshadri | 2023 | 555,000 | 533,333 | - | 1,357,409 | 388,500 | 13,200 | 2,847,442 | | President and Chief Executive Officer | 2022 | 505,000 | 125,250 | - | 478,016 | 378,750 | 12,800 | 1,499,816 | | Joseph Vazzano (5) | 2023 | 440,000 | 235,333 | - | 571,889 | 232,320 | 13,200 | 1,492,742 | | Chief Financial Officer | 2022 | 390,600 | 65,100 | - | 224,070 | 231,235 | 12,200 | 923,205 | | Brendan O’Malley | 2023 | 422,000 | 150,000 | - | 366,335 | 217,752 | 13,200 | 1,169,287 | | General Counsel | 2022 | 390,600 | 65,100 | - | 224,070 | 231,235 | 12,200 | 923,205 |
Summary Compensation Table
| (1) Reflects cash retention bonuses paid on June 23, 2023 and December 15, 2022. The 2023 retention bonus was to make up for the shortfall in equity that was granted as compared to the recommended market amount to be granted. The 2022 retention bonus was to retain key talent to ensure continuity and stability of operations. | | (2) Reflects aggregate grant date fair value for the fiscal years presented, computed in accordance with ASC 718, in respect of option awards and restricted stock awards, as applicable. Our assumptions in determining fair value are described in Note 10 of Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report. Amounts shown do not reflect the compensation actually received by the named executive officers. | | (3) Amounts shown reflect target-based cash incentive bonuses earned with respect to the fiscal years presented. For Mr. Vazzano, 2022 amounts are based on his annualized base salary and prorated for time worked. | | (4) Represents employer matching contributions to the Company’s 401(k) Defined Contribution Plan. | | (5) Mr. Vazzano was appointed as our Chief Financial Officer on March 14, 2022. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the aggregate number of option and stock awards held by our named executive officers (“NEOs”) as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Number of | Number of | | | Number of | Market Value | | | | Securities | Securities | | | Shares or | of Shares or | | | | Underlying | Underlying | | | Units | Units of | | | | Unexercised | Unexercised | Option | | of Stock | Stock | | | | Options | Options | Exercise | Option | That Have | That Have | | | Grant | (#) | (#) | Price | Expiration | Not Vested | Not Vested | | Name | Date | Exercisable | Unexercisable | ($) | Date | (#) | ($) (1) | | | 6/5/2023 | - | - | - | - | 336,826(3) | $1,687,498 | | | 9/28/2022 | - | - | - | - | 155,200(3) | $478,016 | | Vishwas Seshadri | 10/15/2021 | 4,250 | 7,750(2) | $22.75 | 10/15/2031 | 1,500(3) | $4,620 | | | 6/1/2021 | 7,000 | 9,000(2) | $42.75 | 6/1/2031 | 6,000(3) | $18,480 | | | 6/5/2023 | - | - | - | - | 141,908(4) | $710,959 | | | 9/28/2022 | - | - | - | - | 72,750(4) | $224,070 | | Joseph Vazzano | 7/21/2022 | - | - | - | - | 12,000(4) | $36,960 | | | 3/14/2022 | - | - | - | - | 6,000(4) | $18,480 | | | 6/5/2023 | - | - | - | - | 90,902(6) | $455,419 | | | 9/28/2022 | | | | | 72,750(6) | $224,070 | | | 9/20/2021 | 4,080 | 6,800(5) | $30.25 | 9/20/2031 | 4,080(6) | $12,566 | | | 3/1/2021 | 2,000 | 2,000(5) | $58.50 | 3/1/2031 | 1,000(6) | $3,080 | | Brendan O’Malley | 5/20/2020 | 542 | 181(5) | $28.75 | 3/16/2030 | 500(6) | $1,540 | | | 3/16/2020 | 958 | 319(5) | $28.75 | 3/16/2030 | - | $- | | | 5/31/2019 | 2,200(5) | - | $28.75 | 5/31/2029 | - | $- |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated based on our closing share price on December 29, 2023 of $5.01. | | (2) Dr. Seshadri’s options to purchase shares of Common Stock will vest in the following periods: 12,000 options at $22.75 per share granted on October 15, 2021 will be fully vested in October 2025 and 16,000 options granted on June 1, 2021 at $42.75 per share will be fully vested in June 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Dr. Seshadri’s restricted stock will vest in the following periods: 2,000 shares granted on October 15, 2021 will be fully vested in October 2025; 8,000 shares granted on June 1, 2021 will be fully vested in June 2025; 155,200 shares granted on September 28, 2022 will be fully vested in September 2026; and 336,826 shares granted on June 5, 2023 will be fully vested in June 2026. | | (4) Mr. Vazzano’s restricted stock will vest in the following periods: 8,000 shares granted on March 14, 2022 will be fully vested in March 2026; 12,000 shares granted on July 21, 2022 will be fully vested in July 2026; 72,750 shares granted on September 28, 2022 will be fully vested in September 2026; and 141,908 shares granted on June 5, 2023 will be fully vested in June 2026. | | (5) Dr. O’Malley’s options to purchase shares of Common Stock will vest in the following periods: 10,880 options granted on September 20, 2021 at $30.25 per share will be fully vested in September 2025; 4,000 options granted on March 1, 2021 at $58.50 per share will be fully vested in March 2025; 723 options granted on May 20, 2020 at $28.75 per share will be fully vested in March 2024; 1,277 options granted on March 16, 2020 at $28.75 per share will be fully vested in March 2024 and 2,200 options granted on May 31, 2019 at $28.75 per share were fully vested as of May 2023. | | (6) Dr. O’Malley’s restricted stock will vest in the following periods: 5,440 shares granted on September 20, 2021 will be fully vested in September 2025; 2,000 shares granted on March 1, 2021 will be fully vested in March 2025; 750 shares granted on May 20, 2020 will be fully vested in March 2024; 72,750 shares granted on September 28, 2022 will be fully vested in September 2026; and 90,902 shares granted on June 5, 2023 will be fully vested in June 2026. |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure, as it applies to smaller reporting companies, regarding executive “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive officer(s) (“PEO(s)”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for the fiscal years ended December 31, 2023, 2022 and 2021. In determining the CAP to our PEO(s) and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO(s) and the CAP to our non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for Dr. Seshadri (1) | Summary Compensation Table Total for Mr. Amoroso (1) | Compensation Actually Paid to Dr. Seshadri (1)(2) | Compensation Actually Paid to Mr. Amoroso (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | 2023 | $2,847,442 | — | $3,458,338 | — | $1,331,015 | $1,588,304 | $12.76 | $(54,188) | | 2022 | $1,499,816 | — | $1,304,561 | — | $656,543 | $513,329 | $7.85 | $(39,696) | | 2021 | $1,566,475 | $3,064,987 | $570,644 | $541,560 | $1,374,544 | $620,407 | $21.46 | $(84,936) |
Pay Versus Performance
(1) During 2021, Mr. Amoroso served as our PEO from January 1, 2021 to October 14, 2021. Dr. Seshadri has served as our PEO since October 15, 2021. (2) Deductions from, and additions to, total compensation as reported in the SCT by year to calculate CAP include:
Pay Versus Performance
| | | | | | | | Subtract | | | | | | | | | | Value of | | | | | | | | Add Change | Add Change | Equity Awards | | | | | | | | in | in | that | | | | | | | Add | Value of | Value of | Failed to | | | | | Summary Compensation | Subtract Stock | Year-End Equity | Prior Equity | Vested Equity | Meet Vesting | Compensation Actually | | | | Table Total | Awards | Value | Awards | Awards | Conditions | Paid | | Year | Executive(s) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | Dr. Seshadri | 2,847,442 | (1,357,409) | 1,687,498 | 246,521 | 34,285 | — | 3,458,338 | | | Other NEOs | 2,662,029 | (938,224) | 1,166,378 | 253,501 | 32,924 | — | 3,176,609 | | 2022 | Dr. Seshadri | 1,499,816 | (478,016) | 478,016 | (128,280) | (66,975) | — | 1,304,561 | | | Other NEOs | 1,969,630 | (565,340) | 509,740 | (82,571) | (31,546) | (259,927) | 1,539,986 | | 2021 | Dr. Seshadri | 1,566,475 | (1,303,070) | 307,239 | — | — | — | 570,644 | | | Mr. Amoroso | 3,064,987 | (2,602,910) | 370,580 | (237,664) | (53,434) | — | 541,560 | | | Other NEOs | 2,749,088 | (1,762,934) | 413,824 | (156,701) | (2,462) | — | 1,240,814 |
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between the average Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Certificate of Incorporation and Bylaws presently provide that our Board shall consist of between three to 15 members, shall be divided into three classes as nearly equal in number as possible, and that each director shall serve for a term of three years and until his/her successor is elected and qualified or until his/her earlier resignation, death or removal. By resolution, the Board has set the number of its directors at seven directors. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting of stockholders for a three-year term. The Board presently consists of seven members. Dr. Alland and Mr. Seshadri are Class 2 directors with their terms set to expire at the Annual Meeting. Mr. Alvino, Ms. Charles and Mr. Wuchterl are Class 3 directors with their terms set to expire at the annual meeting of stockholders in 2025. Dr. Amoroso and Ms. Silverstein are Class 1 directors with their terms set to expire at the annual meeting of stockholders in 2026.
Business and Experience of the Nominee for Director
Business and Experience of the Nominee for Director Leila Alland, M.D., 61, became a director on April 14, 2021 and currently serves as a member of the Nominating and Corporate Governance Committee and of the Compensation Committee. Dr. Alland, a pediatric hematologist-oncologist and accomplished physician-scientist, has been working in the biopharmaceutical industry since 2001 to bring novel therapies to patients. Dr. Alland currently serves as a consultant medical advisor to multiple biotechnology companies. From December 2019 to 2023, she has served as Chief Medical Officer of PMV Pharmaceuticals, Inc., a Nasdaq-listed precision oncology company pioneering the discovery and development of small molecule, tumor-agnostic therapies targeting p53 mutants. From March 2018 to November 2019, Dr. Alland served as Chief Medical Officer of Affimed, a clinical-stage immuno-oncology company, and, from January 2016 to March 2018, Dr. Alland served as Chief Medical Officer of Tarveda Therapeutics, a clinical stage precision oncology company. Dr. Alland also held leadership positions at AstraZeneca, Bristol-Myers Squibb, Novartis, and Schering-Plough, where she worked on a broad range of oncology products from early to late stage development and contributed to multiple successful drug approvals. Dr. Alland obtained her medical degree from New York University School of Medicine and her B.A. in Biology from the University of Pennsylvania. She completed her residency in Pediatrics at The Children’s Hospital of Philadelphia, and her fellowship in Pediatric Hematology/Oncology at The New York Hospital and Memorial Sloan-Kettering Cancer Center. From 1994 to 2000, Dr. Alland served as Assistant Professor of Pediatrics at Albert Einstein College of Medicine where she was awarded the James S. McDonnell Foundation Scholar Award and pursued basic cancer research while also caring for children with cancer and blood disorders. Since 2020, Dr. Alland has served as Director on the Board of Cytovia Therapeutics, an immune-oncology company developing engineered cellular and antibody therapies to treat cancer. Dr. Alland is a member of the Scientific Advisory Council of Columbia University’s Center for Radiological Research, and serves as a scientific reviewer for the Cancer Prevention and Research Institute of Texas. Dr. Alland’s qualifications to serve on our Board include her leadership skills and her vast medical and scientific experience serving companies in the biotech and pharmaceutical field. Vishwas Seshadri, 48, was appointed our President, Chief Executive Officer and a director on October 15, 2021. Dr. Seshadri joined Abeona on June 1, 2021 as SVP, Head of Research and Clinical Development. Prior to joining Abeona, from October 2010 to May 2021, Dr. Seshadri served in roles of increasing responsibility at Celgene (now part of Bristol-Myers Squibb) focused on research & development and commercialization for novel therapies in hematology and oncology, most recently as Executive Director & Worldwide Brand Leader for Breyanzi® (lisocabtagene maraleucel; liso-cel), a CD19-directed chimeric antigen receptor (CAR) T-cell therapy for relapsed or refractory large B-cell lymphoma. While at Celgene, he led franchise-level marketing and the project management office for CAR T-cell commercialization and led teams supporting the successful global launch of Breyanzi. He also led development project teams for clinical development and regulatory submissions for REVLIMID (lenalidomide) in lymphoma, strategic go/no-go decisions for Avadomide and IMFINZI (durvalumab) while implementing program-wide efficiency measures, and managed post-marketing commitments for ISTODAX (romidepsin). In addition, Dr. Seshadri had held U.S. and global marketing lead roles for Abraxane in non-small cell lung cancer and pancreatic cancer. Previously, he was Head of Early-Stage Upstream Process Development for Biologics at Dr. Reddy’s Laboratories, where he led cell-line development, cGMP cell banking, characterization, and cell culture optimization for biosimilars. Dr. Seshadri completed his Ph.D. in Microbiology, Immunology & Molecular Biology and his post-doc in epigenetics at University of Arizona, and earned his M.B.A. in Finance and Healthcare from the Wharton School of the University of Pennsylvania. Dr. Seshadri’s qualifications to serve on our Board include his extensive experience across clinical development, regulatory and medical, corporate and commercial affairs, with direct operational experience in various pharmaceutical companies. Nomination and Election of Directors When seeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. After conducting an initial evaluation of a candidate, the committee will interview that candidate if it believes the candidate might be suitable to serve as a director. The committee may also ask the candidate to meet with Company management. If the committee believes a candidate would be a valuable addition to the Board and there is either a vacancy on the Board or the committee believes it is in the best interests of the Company and our stockholders to increase the number of Board members to elect that candidate, it will recommend to the full Board that candidate’s election. Before nominating a sitting director for reelection at an annual stockholder meeting, the committee will consider the director’s performance on the Board and whether the director’s reelection would be in the best interests of the Company’s stockholders and consistent with the Company’s corporate governance guidelines and continued compliance with applicable law, rules and regulations. The Board believes that it should be comprised of directors with diverse and complementary backgrounds, and that directors should have expertise that, at a minimum, may be useful to the Company and may contribute to the success of the Company’s business. Directors also should possess the highest personal and professional ethics and should be willing and able to devote an amount of time sufficient to effectively carry out their duties and contribute to the success of the Company’s business. When considering candidates for director, the committee takes into account a number of factors, including:
Business and Experience of the Nominee for Director
| ● | Independence from management; |
Business and Experience of the Nominee for Director
| ● | Age, gender and ethnic background; |
Business and Experience of the Nominee for Director
| ● | Relevant business experience; |
Business and Experience of the Nominee for Director
| ● | Judgment, skill and integrity; |
Business and Experience of the Nominee for Director
| ● | Existing commitments to other businesses; |
Business and Experience of the Nominee for Director
| ● | Potential conflicts of interest; |
Business and Experience of the Nominee for Director
| ● | Corporate governance background; |
Business and Experience of the Nominee for Director
| ● | Financial and accounting background; |
Business and Experience of the Nominee for Director
| ● | Executive compensation background; and |
Business and Experience of the Nominee for Director
| ● | Size and composition of the existing Board. |
Business and Experience of the Nominee for Director
The Nominating and Corporate Governance Committee will consider additional candidates for director suggested by stockholders by considering the foregoing criteria and the additional information referred to below. There are no differences in the manner in which the committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or by the Nominating and Corporate Governance Committee. Stockholders wishing to suggest a candidate for director should write to the Company, c/o Investor Relations, 6555 Carnegie Ave., 4th Floor, Cleveland, OH 44103. When submitting candidates for nomination to be elected at the Company’s annual meeting of stockholders, stockholders must follow the notice procedures, which are described under the heading “Submission of Nominations and Proposals for the 2025 Annual Meeting” and include the following:
Business and Experience of the Nominee for Director
| ● | The name and address of the stockholder and a statement that he, she or it is a stockholder of the Company and is proposing a candidate for consideration by the committee; |
Business and Experience of the Nominee for Director
| ● | The number of shares of Company capital stock owned by the stockholder as of the record date for the applicable annual stockholder meeting (if such date has been announced) and as of the date of the notice, and length of time such stockholder has held such shares; |
Business and Experience of the Nominee for Director
| ● | The name, age and address of the candidate; |
Business and Experience of the Nominee for Director
| ● | A description of the candidate’s business and educational experience; |
Business and Experience of the Nominee for Director
| ● | The class and number of shares of Company capital stock, if any, owned by the candidate, and length of time such candidate has held such shares; |
Business and Experience of the Nominee for Director
| ● | Information regarding each of the foregoing criteria the Board generally considers, other than the factor regarding Board size and composition, sufficient to enable the committee to evaluate the candidate; |
Business and Experience of the Nominee for Director
| ● | A description of any relationship between the candidate and any customer, supplier or competitor of the Company or any actual or potential conflict of interest; |
Business and Experience of the Nominee for Director
| ● | A description of any relationship or understanding between the stockholder and the candidate; |
Business and Experience of the Nominee for Director
| ● | A statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected; |
Business and Experience of the Nominee for Director
| ● | A statement as to whether the director is independent under applicable SEC and Nasdaq rules; and |
Business and Experience of the Nominee for Director
| ● | Such other information regarding each nominee that would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC. |
Business and Experience of the Nominee for Director
In addition, pursuant to a Director Designation Agreement dated as of November 15, 2007, for as long as SCO Capital Partners LLC (“SCO Capital”), and its affiliates hold at least 20% of the Company’s Common Stock issued upon conversion of the shares of Series A Stock issued in connection with the Company’s 2007 note exchange, (a) SCO Capital shall have the right, from time to time, to designate two individuals, in the sole discretion of SCO Capital, to serve as directors of the Company (the “SCO Director Designees”), (b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”), (c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors of the Company at each meeting of the Company’s stockholders held for the purpose of electing directors and (d) if at any time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting of stockholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee. For Proposal 1, each nominee will be elected upon the affirmative vote of a majority of the outstanding shares of Common Stock present through virtual attendance or by proxy at the Annual Meeting and entitled to vote on the Proposal. For Proposal 1, stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will have the effect of an “AGAINST” such proposal. Broker non-votes, if any, will be disregarded and will have no effect on the outcome of the vote for Proposal 1. The Board recommends that the stockholders vote “FOR” each of the nominees.
Information with Respect to Other Directors
Information with Respect to Other Directors Directors Whose Terms Expire at the Annual Meeting in 2025 (Class 3 Directors) Mark J. Alvino, 56, became a director on March 26, 2021 and currently serves as Chair of the Compensation Committee and as a member on the Audit Committee. Mr. Alvino had previously served as a member of our Board from March 2006 through April 15, 2020. Since October 2014, Mr. Alvino has served as President of Hudson Square Capital LLC. From 2013 to October 2014, Mr. Alvino was leading the Life Sciences efforts of Bradley Woods & Co. Ltd. Mr. Alvino was Managing Director for Griffin Securities from 2007 to 2013. He previously worked at Feinstein Kean Healthcare (an Ogilvy Public Relations Worldwide Company,) where he was Senior Vice President, responsible for managing both investor and corporate communications programs for many private and public companies and acted as senior counsel throughout the agency’s network of offices. Prior to working at Feinstein Kean Healthcare, Mr. Alvino served as Vice President of Investor Relations and managed the New York Office of Allen & Caron, Inc., an investor relations agency. His base of clients included medical devices, biotechnology, and e-healthcare companies. Mr. Alvino also spent several years working with Wall Street brokerages including Ladenburg, Thallman & Co. and Martin Simpson & Co. Mr. Alvino’s qualifications to serve on our Board include his leadership skills and his experience in the areas of financial management and business strategy in the biopharmaceutical field. Faith L. Charles, 62, became a director on March 26, 2021 and currently serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Ms. Charles has been a corporate transactions and securities partner at the law firm of Thompson Hine, LLP, since 2010. She leads Thompson Hine’s Life Sciences practice and co-heads the securities practice, advising public and emerging biotech and pharmaceutical companies in the U.S. and internationally. Ms. Charles negotiates complex private and public financing transactions, mergers and acquisitions, licensing transactions and strategic collaborations. She serves as outside counsel to a myriad of life sciences companies and is known in the industry as an astute business advisor, providing valuable insights into capital markets, corporate governance and strategic development. Since May 2022, she has served on the Board of Directors and a member of the Audit Committee of Avenue Therapeutics, Inc., a publicly-traded biotechnology company. From December 2022 to the present, she also serves on the Board of Directors of CNS Pharmaceuticals, Inc., also a publicly-trade biotechnology company. From 2018 until October 2021, Ms. Charles served on the board of directors and as a member of the audit committee and chair of the compensation committee of Entera Bio, a publicly-traded biotechnology company. She also serves on the Board of Directors of several private life science companies. Ms. Charles founded the Women in Bio Metro New York chapter and chaired the chapter for five years. She currently serves on the national board of Women in Bio. Ms. Charles is also a member of the board of Red Door Community (formerly Gilda’s Club New York City.) She has been recognized as a Life Sciences Star by Euromoney’s LMG Life Sciences, has been named a BTI Client Service All-Star, and was named by Crain’s New York Business to the list of 2020 Notable Women in the Law. Ms. Charles holds a JD degree from The George Washington University Law School and a B.A. in Psychology from Barnard College, Columbia University. Ms. Charles is a graduate of Women in Bio’s Boardroom Ready Program, an Executive Education Program taught by The George Washington University School of Business. Ms. Charles’ qualifications to serve on our Board include her leadership skills and her vast legal experience representing companies in the biotech and pharmaceutical field. Donald A. Wuchterl, 54, became a director on April 14, 2021 and currently serves as member of the Nominating and Corporate Governance Committee and the Audit Committee. Since August 2022, Mr. Wuchterl has provided consulting services on Chemistry, Manufacturing and Controls (CMC) and Technical Operations executive leadership services to several pre-clinical gene therapy companies. From April 2021 to August 2022, Mr. Wuchterl served as Senior Vice President and Chief Manufacturing Officer at T-knife Therapeutics, a next-generation T-cell receptor company developing innovative therapeutics for the benefit of solid tumor patients where he is responsible for all Chemistry, Manufacturing and Controls (“CMC”) functions. From 2016 to 2021, Mr. Wuchterl served as Senior Vice President, Technical Operations and Quality at Audentes Therapeutics (an Astellas company), a gene therapy company focused on developing and commercializing innovative products for patients living with serious, life-threatening rare neuromuscular diseases. From 2012 to 2016, Mr. Wuchterl served as Senior Vice President and Chief Operating Officer at Cytovance Biologics, a leading biopharmaceutical contract manufacturing company. Prior to Cytovance, Mr. Wuchterl held positions of increasing responsibility with Dendreon, Shire HGT, Amgen, Biogen Idec and Roche. Mr. Wuchterl has a B.S. in Business Administration from Colorado Technical University and an M.B.A. from Fitchburg State University. Mr. Wuchterl’s qualifications to serve on Abeona’s Board include his over 30 years of experience in the life sciences industries, with senior roles in operations and CMC across several different product types. He also brings significant experience building out and leading new current Good Manufacturing Practice (“cGMP”) organizations and facilities. Directors Whose Terms Expire at the Annual Meeting in 2026 (Class 1 Directors) Michael Amoroso, 46, has been Chairman of the Board since October 15, 2021 and has been a director since March 19, 2021. Mr. Amoroso served as our President and Chief Executive Officer from March 19, 2021 to October 15, 2021. Mr. Amoroso joined Abeona on July 9, 2020 as Chief Commercial Officer and was promoted to Chief Operating Officer on November 1, 2020. Since October 15, 2021, Mr. Amoroso has served as President and Chief Executive Officer of Precision BioSciences, Inc., a clinical stage biotechnology company dedicated to improving life with its novel and proprietary ARCUS genome editing platform. From August 2018 to January 2020, he served as Senior Vice President and Head of Worldwide Commercial Operations for Cell Therapy at Kite (a Gilead company), where he led all operations and functions charged with bringing the first wide-spread chimeric antigen receptor T-cell (“CAR T-cell”) therapy, YESCARTA®, to major world markets while also preparing the organization for its future cell therapy pipeline. Prior to his time at Kite, Mr. Amoroso served in senior level executive positions at Eisai Inc. from October 2017 to August 2018, Celgene Corporation (now a subsidiary of Bristol-Myers Squibb) from January 2011 to October 2017 and Aventis (now Sanofi) from 2001 to 2011. Mr. Amoroso has worked with companies in the small molecules, biologics, and cell and gene therapies space across large, medium, and small capitalization companies with his deepest areas of expertise in rare, oncological diseases. Mr. Amoroso earned his Executive M.B.A. in Management from the Stern School of Business, New York University, and his B.A. in Biological Sciences, summa cum laude, from Rider University. Mr. Amoroso’s qualifications to serve on our Board include his extensive experience in leading teams, both directly and indirectly, across clinical development, regulatory and medical affairs, corporate affairs, and commercial affairs, both in the U.S. and globally, with direct operational experience in various pharmaceutical companies.
Information with Respect to Other Directors
Christine Silverstein, 41, became a director in March 2020 and currently serves as chair of the Audit Committee. Ms. Silverstein currently serves as Chief Financial Officer of Artios Pharma Ltd, a clinical-stage biotech company led by pioneers of DNA damage response (“DDR”) drug development From May 2021 to January 2024, Ms. Silverstein served as Chief Financial Officer of Excision Biotherapeutics, Inc., a clinical-stage biotechnology company developing CRISPR-based therapies intended to cure viral infectious diseases. From July 2020 to January 2021, Ms. Silverstein served as Chief Financial Officer of Emendo Biotherapeutics, a next generation gene-editing company that was acquired in December 2020 by AnGes, Inc., a biopharmaceutical company focused on gene-based medicines. Ms. Silverstein previously operated in various senior executive corporate finance roles within Abeona, including Chief Financial Officer from January 2019 to March 2020, Senior Vice President, Finance & Strategy from May 2018 to December 2018 and Vice President, Finance & Investor Relations from April 2016 to May 2018. Prior to joining Abeona in 2016, from 2014 to 2016, she served as Head of Investor Relations at Relmada Therapeutics, Inc., a late-stage biotechnology company addressing diseases of the central nervous system. Ms. Silverstein previously served in senior executive roles within a biotechnology venture fund and various capital markets advisory firms. Ms. Silverstein began her career in the financial services as an investment advisor at Royal Alliance Associates before moving to the biotechnology industry. Ms. Silverstein also serves on the Board of Directors of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a pharmaceutical company dedicated to the development of innovative therapeutics to treat seizure disorders. A member of CHIEF, Deloitte’s Chief Financial Officer Program, Women in Bio and the National Investor Relations Institute, Ms. Silverstein holds a B.S. from the Peter Tobin College of Business at St. John’s University and earned various accreditations from FINRA. Ms. Silverstein’s qualifications to serve on our Board include her extensive corporate strategic planning, capital markets and capital raising expertise, business development, compliance and crisis management experience.
Highlights of the Amended and Restated 2023 Equity Incentive Plan
| ● | Limit on awards to non-employee directors. The Amended and Restated 2023 Equity Incentive Plan imposes an aggregate limit on the value of awards that may be granted, when aggregated with cash fees that may be paid, to each non-employee director for services as a non-employee director in any year to $500,000 in total value. |