DEF 14A of Abeona Therapeutics Inc.
Filed Apr 27, 2026 · FY20250001493152-26-019153
Officers and Directors
Officers and Directors Our current directors and executive officers are as follows:
Officers and Directors
| Name | Age | Title | Term of Office | | Michael Amoroso | 48 | Chairman of the Board | Since March 2021 | | Leila Alland, M.D. | 63 | Director | Since April 2021 | | Mark J. Alvino | 58 | Director | Since March 2021 | | Faith L. Charles | 64 | Director | Since March 2021 | | Eric Crombez, M.D. | 53 | Director | Since August 2024 | | Keith A. Goldan | 55 | Director | Since April 2026 | | Christine Silverstein | 43 | Director | Since March 2020 | | Donald A. Wuchterl | 56 | Director | Since April 2021 | | Bernhardt G. Zeiher, M.D. | 62 | Director | Since August 2024 | | Vishwas Seshadri, Ph.D. | 50 | President, Chief Executive Officer, Director | Since October 2021 | | Joseph Vazzano | 42 | Chief Financial Officer | Since March 2022 | | Brendan O’Malley, Ph.D. | 57 | Chief Legal Officer | Since September 2021 | | Madhav Vasanthavada, Ph.D. | 47 | Chief Commercial Officer | Since January 2026* |
Officers and Directors
* Dr. Vasanthavada joined the Company in June of 2022 and became an executive officer in January 2026. Our Certificate of Incorporation and Bylaws presently provide that our Board shall consist of three to 15 members, divided into three staggered classes as nearly equal in number as possible. The Board is currently comprised of nine directors. Our directors serve for a term of three years and until the respective election and qualification of their successors. Pursuant to our Bylaws, the Board selects our Chairman of the Board and our executive officers. Each of our executive officers is selected by the Board for a term of one year or until the executive officer’s successor is duly elected and qualified or until such executive officer’s resignation or removal. There is no family relationship among any of our directors or executive officers.
Director and Executive Compensation Governance Principles
| ● | On an annual basis, the Compensation Committee selects and retains an independent compensation consultant to compare the Company’s executive compensation levels, policies, practices and procedures to a set of peer companies selected by the Compensation Committee with input from the independent consultant. The independent consultant prepares and submits to the Compensation Committee a report summarizing this comparative study and its recommendations relating to executive compensation. The Company’s executive officers play no substantive role in the selection or dismissal of the independent consultant. | | ● | On an annual basis, qualified experts in the field present recent developments and best practices concerning executive compensation to the Compensation Committee. | | ● | On an annual basis, the proposed compensation package for non-employee directors 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 Consultant
Outside Compensation Consultant For 2025, the Compensation Committee engaged Radford, a unit of Aon plc (“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 does not provide any other services to the Company unless approved by the Compensation Committee, and no such services were provided in 2025. 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 2025.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Compensation for Board Service in 2025. Each director who is not also an Abeona employee is entitled to receive an annual board fee, an annual chairman of a committee fee for their service as committee chair for which they chair, 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. Additional fees paid for service as a chairperson of a Board committee include the following: Chairman of the Board receives an additional $35,000 per year; Chairman of the Audit Committee receives an additional $20,000 per year; and each Chairman of the Compensation, Nominating and Corporate Governance, and Science and Technology Committees receive an additional $15,000 per year. During 2025, 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 an equity award valued at $200,000 for service on the Board in 2025 consisting of restricted stock. These equity awards vest one year after the date of grant.
Director Compensation Table – 2025
Director Compensation Table – 2025 The table below represents the compensation paid to each of our directors who served on the Board during the year ended December 31, 2025, other than Dr. Seshadri, whose compensation as our President and Chief Executive Officer is set forth under “Executive Compensation — Summary Compensation Table” below:
Director Compensation Table – 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (3) | All Other Compensation ($) | Total ($) | | Leila Alland, M.D. | 90,000 | 200,000(2) | - | 290,000 | | Mark J. Alvino | 85,000 | 200,000(2) | - | 285,000 | | Michael Amoroso | 85,000 | 200,000(2) | - | 285,000 | | Faith L. Charles | 72,500 | 200,000(2) | - | 272,500 | | Eric Crombez, M.D. | 57,500 | 200,000(2) | - | 257,500 | | Christine Silverstein | 50,000 | 200,000(2) | - | 250,000 | | Donald A. Wuchterl | 67,500 | 200,000(2) | - | 267,500 | | Bernhardt G. Zeiher, M.D. | 57,500 | 200,000(2) | - | 257,500 |
Director Compensation Table – 2025
| (1) Amounts shown reflect the annual board fee and annual committee fee(s) earned in 2025. | | (2) Represents the aggregate grant date fair value of 36,101 shares of the Company’s common stock on January 31, 2025, the date the restricted stock awards were granted ($5.54 per share) as reported on Nasdaq’ computed in accordance with ASC 718. Our assumptions in determining fair value are described in Note 12 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, 2025 is 36,101. |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth information about shares of Common Stock outstanding and available for issuance under our existing equity compensation plans as of December 31, 2025.
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 | — | — | 3,298,589 | | 2015 Equity Incentive Plan(2) | 176,019 | $38.72 | — | | Equity compensation plans not approved by security holders (3) | — | — | 214,284 | | Total | 176,019 | $38.72 | 3,512,873 |
Equity Compensation Plan Information
| (1) A total of 3,334,065and 617,197 unvested restricted shares under the A&R 2023 Plan and 2023 Employment Inducement Equity Incentive Plan, respectively, were excluded from column (a) as those shares are considered issued at the time of grant. Unvested restricted shares were also excluded from column (c) as they are no longer available for future issuance. |
Equity Compensation Plan Information
| (2) No further grants may be made under the 2015 Equity Incentive Plan. |
Equity Compensation Plan Information
| (3) On September 28, 2023, the Company adopted the 2023 Employment Inducement Equity Incentive Plan to provide the Company with an ability to grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company within the meaning of Nasdaq Stock Market Rule 5635(c)(4) and, subject to the adjustment provisions of the 2023 Employment Inducement Equity Incentive Plan, reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the 2023 Employment Inducement Equity Incentive Plan. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | | Non-Equity | All | | | Name and | | | | Option | Stock | Incentive Plan | Other | | | Principal | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($)(1) | ($) | ($)(2) | ($)(3) | ($)(4) | ($) | | Vishwas Seshadri President and Chief Executive Officer | 2025 | 662,000 | 533,333 | - | 2,472,698 | 309,485 | 14,000 | 3,991,516 | | | 2024 | 615,375 | 533,333 | - | 2,035,200 | 309,000 | 13,800 | 3,506,708 | | Joseph Vazzano Chief Financial Officer | 2025 | 475,903 | 235,333 | - | 836,400 | 173,229 | 14,000 | 1,734,865 | | | 2024 | 456,867 | 235,333 | - | 744,960 | 183,039 | 13,800 | 1,633,999 | | Brendan O’Malley Chief Legal Officer | 2025 | 456,435 | 150,000 | - | 600,000 | 163,491 | 14,000 | 1,383,926 | | | 2024 | 438,177 | 150,000 | - | 492,907 | 175,552 | 13,800 | 1,270,436 |
Summary Compensation Table
| (1) Reflects cash retention bonuses paid on June 23, 2024 and June 23, 2025. These retention bonuses were to make up for the shortfall in equity that was granted in 2022 as compared to the recommended market amount to be granted. |
Summary Compensation Table
| (2) Reflects aggregate grant date fair value for the fiscal years presented, computed in accordance with ASC 718, in respect of restricted stock awards. Our assumptions in determining fair value are described in Note 12 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. |
Summary Compensation Table
| (3) Amounts shown reflect target-based cash incentive bonuses earned with respect to the fiscal years presented. |
Summary Compensation Table
| (4) Represents employer matching contributions to the Company’s 401(k) Defined Contribution Plan. |
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, 2025.
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) | | | 1/21/2025 | - | - | $- | - | 476,435(2) | $2,510,812 | | | 7/8/2024 | - | - | $- | - | 282,667(2) | $1,489,653 | | Vishwas Seshadri | 6/5/2023 | - | - | $- | - | 112,276(2) | $591,695 | | | 9/28/2022 | - | - | $- | - | 38,800(2) | $204,476 | | | 10/15/2021 | 12,000 | - | $22.75 | 10/15/2031 | - | $- | | | 6/1/2021 | 16,000 | - | $42.75 | 6/1/2031 | - | $- | | | 6/5/2025 | - | - | $- | - | 13,333(3) | $70,265 | | | 1/21/2025 | - | - | $- | - | 144,509(3) | $761,562 | | | 7/8/2024 | - | - | $- | - | 103,467(3) | $545,269 | | Joseph Vazzano | 6/5/2023 | - | - | $- | - | 47,303(3) | $249,285 | | | 9/28/2022 | - | - | $- | - | 18,186(3) | $95,840 | | | 7/21/2022 | - | - | $- | - | 3,000(3) | $15,810 | | | 3/14/2022 | - | - | $- | - | 2,000(3) | $10,540 | | | 1/21/2025 | - | - | $- | - | 115,607(4) | $609,249 | | | 7/8/2024 | - | - | $- | - | 68,460(4) | $360,784 | | | 6/5/2023 | - | - | $- | - | 30,301(4) | $159,685 | | | 9/28/2022 | - | - | $- | - | 18,186(4) | $95,840 | | Brendan O’Malley | 9/20/2021 | 10,880 | - | $30.25 | 9/20/2031 | - | $- | | | 3/1/2021 | 4,000 | - | $58.50 | 3/1/2031 | - | $- | | | 5/20/2020 | 723 | - | $28.75 | 3/16/2030 | - | $- | | | 3/16/2020 | 1,277 | - | $28.75 | 3/16/2030 | - | $- | | | 5/31/2019 | 2,200 | - | $28.75 | 5/31/2029 | - | $- |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated based on our closing share price on December 31, 2025 of $5.27. | | (2) Dr. Seshadri’s restricted stock will vest in the following periods: 155,200 shares granted on September 28, 2022 will be fully vested in September 2026; 336,826 shares granted on June 5, 2023 will be fully vested in June 2026; 424,000 shares granted on July 8, 2024 will be fully vested in July 2027; and 476,435 shares granted on January 21, 2025 will be fully vested in January 2028. | | (3) 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; 141,908 shares granted on June 5, 2023 will be fully vested in June 2026; 155,200 shares granted on July 8, 2024 will be fully vested in July 2027; 144,509 shares granted on January 21, 2025 will be fully vested in January 2028; and 13,333 shares will be fully vested in July 2028. | | (4) Dr. O’Malley’s restricted stock will vest in the following periods: 72,750 shares granted on September 28, 2022 will be fully vested in September 2026; 90,902 shares granted on June 5, 2023 will be fully vested in June 2026; 102,689 shares granted on July 8, 2024 will be fully vested in July 2027; and 115,607 shares granted on January 21, 2025 will be fully vested in January 2028. |
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 (“PEO”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for the fiscal years ended December 31, 2025, 2024 and 2023. In determining the CAP to our PEO 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 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. The Company is a smaller reporting company and is not required to disclose the total shareholder return for our peer group or to disclose the company-selected measure or the tabular list of our most important financial performance measures.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (1) | Total Shareholder Return | Net Income / (Loss) (in thousands) | | 2025 | $3,991,516 | $4,036,175 | $1,559,395 | $1,563,969 | $171.10 | $71,183 | | 2024 | $3,506,708 | $3,988,235 | $1,452,218 | $1,622,252 | $180.84 | $(63,734) | | 2023 | $2,847,442 | $3,458,338 | $1,331,015 | $1,588,304 | $162.66 | $(54,188) |
Pay Versus Performance
| (1) Deductions from, and additions to, total compensation as reported in the SCT by year to calculate CAP include: |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
| Year | 2025 | | Summary Compensation Table Total | $3,991,516 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(2,472,698) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $2,510,812 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(130,123) | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $136,668 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | | Compensation Actually Paid | $4,036,175 |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
| Year | 2025 | | Summary Compensation Table Total | $1,559,395 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(718,200) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $720,538 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(43,635) | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $45,871 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | | Compensation Actually Paid | $1,563,969 |
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 10 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 10 members. Mr. Amoroso, Mr. Goldan, Dr. Zeiher, and Ms. Silverstein are Class 1 directors with their terms set to expire at the Annual Meeting. Mr. Amoroso, Mr. Goldan, and Dr. Zeiher will stand for reelection as Class 1 directors at the Annual Meeting, at which time Ms. Silverstein’s term as director will expire and the size of the Board will be reduced to nine members. The Company thanks Ms. Silverstein for her many years of service to the Company. Drs. Alland, Crombez, and Seshadri are Class 2 directors with their terms set to expire at the annual meeting of stockholders in 2027. Mr. Alvino, Ms. Charles, and Mr. Wuchterl are Class 3 directors with their terms set to expire at the annual meeting of stockholders in 2028.
Business and Experience of the Nominee for Director
Business and Experience of the Nominee for Director Michael Amoroso, 48, has been Chairman of the Board since October 15, 2021 and has been a director since March 19, 2021. Since October 2021, Mr. Amoroso has served as President and Chief Executive Officer of Precision BioSciences, Inc. (Nasdaq: DTIL), a clinical stage biotechnology company dedicated to improving life with its novel and proprietary ARCUS genome editing platform. Prior to that, Mr. Amoroso served as our President and Chief Executive Officer from March 2021 to October 2021. Mr. Amoroso joined Abeona in July 2020 as Chief Commercial Officer and was promoted to Chief Operating Officer on November 2020. From August 2018 to January 2020, Mr. Amoroso served as Senior Vice President and Head of Worldwide Commercial Operations for Cell Therapy at Kite Pharma, a biotechnology company and subsidiary of Gilead Sciences, Inc., where he led all operations and functions charged with bringing the first wide-spread 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 and Celgene Corporation from 2011 to 2017. Mr. Amoroso has worked with companies in the small molecule, 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. Keith A. Goldan, 55, became a director and Chair of the Board’s Audit Committee in April 2026. Since June 2022, Mr. Goldan has served as Chief Financial Officer of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), a commercial-stage biopharmaceutical company advancing innovative cancer therapies. At Syndax, Mr. Goldan has provided leadership through their first two product approvals and commercialization. Prior to joining Syndax, Mr. Goldan served as Chief Financial Officer of Optinose, Inc., a publicly traded specialty pharmaceutical company, since January 2017, where he helped build the infrastructure to support the launch of its lead product in the United States. Prior to Optinose, he served as Chief Financial Officer and Senior Vice President of Fibrocell Science, Inc., a publicly traded cell and gene therapy company. Mr. Goldan’s experience also includes Chief Financial Officer roles at NuPathe, PuriCore plc and Biosyn as well as financial roles at ViroPharma and KPMG. In these positions, Mr. Goldan led finance, accounting, IT, HR and corporate development teams and successfully raised capital through multiple IPOs, capital markets transactions and financing vehicles. Mr. Goldan received a B.S. in Finance from the Robert H. Smith School of Business at the University of Maryland and an M.B.A. from the Wharton School at the University of Pennsylvania. Bernhardt G. Zeiher, M.D., 62, became a director on August 8, 2024. Dr. Zeiher brings more than 20 years of drug development experience where, in his various roles, he oversaw the approval of 15 new treatments that addressed people’s unmet needs in serious diseases with few to no treatment options. Most recently, he served as Chief Medical Officer of Astellas Pharma, where he led early- and late-stage drug development, medical and regulatory affairs, pharmacovigilance, and quality assurance. Dr. Zeiher is a recognized industry leader who spent more than 10 years at Astellas Pharma, holding multiple roles of increasing responsibility in the drug development division, leading up to his role as Chief Medical Officer from 2018 to 2022. Prior to his time at Astellas, Dr. Zeiher held various roles leading drug development at other pharmaceutical companies including Pfizer, Eli Lilly and Company, and Merck. Dr. Zeiher also practiced medicine at a tertiary medical center in Indianapolis and has held a range of board appointments since 2014, including positions at PhRMA Biomedical Advisory Committee, TransCelerate Biopharma, Biotechnology Innovation Organization, and Astellas Global Health Foundation In 2023, he was appointed to the Board of Directors of Entrada Therapeutics, Inc. (Nasdaq: TRDA), where he is a member of the Compensation Committee. In 2024, he was appointed to the Board of Directors of Amylyx Pharmaceuticals, Inc. (Nasdaq: AMLX), where he serves as chair of the Science and Technology Committee and on the Nominating and Governance Committee. Dr. Zeiher received a B.S. in biology from the University of Toledo and an MD from Case Western Reserve University School of Medicine. He completed his internal medicine residency and chief residency at University Hospitals of Cleveland and then finished his physician training as a Pulmonary and Critical Care Fellow at University of Iowa Hospitals and Clinics.
Nomination and Election of Directors
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 Nominating and Corporate Governance Committee takes into account a number of factors, including:
Nomination and Election of Directors
| ● | Independence from management; |
Nomination and Election of Directors
| ● | Age, gender and ethnic background; |
Nomination and Election of Directors
| ● | Relevant business experience; |
Nomination and Election of Directors
| ● | Judgment, skill and integrity; |
Nomination and Election of Directors
| ● | Existing commitments to other businesses; |
Nomination and Election of Directors
| ● | Potential conflicts of interest; |
Nomination and Election of Directors
| ● | Corporate governance background; |
Nomination and Election of Directors
| ● | Financial and accounting background; |
Nomination and Election of Directors
| ● | Executive compensation background; and |
Nomination and Election of Directors
| ● | Size and composition of the existing Board. |
Nomination and Election of Directors
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 votes cast. This means a nominee for director will be elected to the Board if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. For Proposal 1, stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions and broker non-votes, if any, 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.
Highlights of the A&R 2023 Plan
| ● | Limit on awards to non-employee directors. The A&R 2023 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. |