Bernhardt Zeiher
ABEONA THERAPEUTICSAbout Bernhardt G. Zeiher
Bernhardt G. Zeiher, M.D. (age 61) joined Abeona Therapeutics’ Board on August 8, 2024 and serves as an independent Class 1 director with a term expiring at the 2026 annual meeting. A pulmonologist and biopharma executive, he is the former Chief Medical Officer of Astellas Pharma (2018–2022), with over 20 years of drug development experience and oversight of 15 treatment approvals; he holds a B.S. in biology from the University of Toledo and an M.D. from Case Western Reserve University, with residency at University Hospitals of Cleveland and fellowship at University of Iowa Hospitals and Clinics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astellas Pharma | Chief Medical Officer; leader in drug development, medical and regulatory, PV, QA | 2018–2022 | Oversaw approval of 15 treatments |
| Pfizer; Eli Lilly; Merck | Drug development leadership roles | Not disclosed | Development leadership in serious diseases |
| Tertiary medical center (Indianapolis) | Practicing physician | Not disclosed | Clinical practice prior to industry |
| PhRMA Biomedical Advisory Committee; TransCelerate Biopharma; Biotechnology Innovation Organization; Astellas Global Health Foundation | Board/committee appointments | Since 2014 | Industry leadership roles |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Entrada Therapeutics | Director | 2023 | Compensation Committee member |
| Amylyx Pharmaceuticals | Director | 2024 | Chair, Science & Technology; Member, Nominating & Governance |
Board Governance
- Independent under Nasdaq rules; Board has nine directors, eight independent; no lead independent director .
- Class 1 director; term expires at the 2026 annual meeting .
- 2024 attendance: each director attended ≥85% of Board and applicable committee meetings; Board met 14 times; committees: Audit (4), Compensation (1), Nominating & Corporate Governance (4), with all members present at each .
- Committee assignments: Zeiher is not listed on Abeona’s Audit, Compensation, or Nominating & Corporate Governance Committees in the proxy .
| Governance Item | Detail |
|---|---|
| Independence | Independent director (Nasdaq) |
| Board Class/Term | Class 1; term to 2026 annual meeting |
| Committees | Not listed on Audit, Compensation, or Nominating |
| Attendance | ≥85% of meetings in 2024; Board met 14x; committees met 4/1/4 times |
| Lead Independent Director | None |
Fixed Compensation
Abeona’s 2024 director fee schedule: $50,000 annual board fee; $7,500 per committee; Chairman of the Board receives additional $30,000; fees paid quarterly. No extra committee chair fees beyond the Chairman supplement .
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Fee | $50,000 | Paid in cash, quarterly |
| Committee Fee (per committee) | $7,500 | Paid in cash, quarterly |
| Chairman Supplement | $30,000 | For Chairman of the Board only |
| Meeting Fees | None | Not disclosed; schedule omits per-meeting fees |
Bernhardt G. Zeiher – 2024 Director Compensation:
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $19,780 | $54,999 | — | $74,779 |
Performance Compensation
- Equity compensation for incumbent non-employee directors in 2024: restricted stock valued at $181,048; vests one year after grant. New directors (including Zeiher) received prorated restricted stock .
- No performance-linked (TSR/EBITDA/Revenue) metrics disclosed for director equity.
| Grant Date | Award Type | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Aug 13, 2024 | Restricted Stock | 11,044 | $54,999 | One year after grant date |
Other Directorships & Interlocks
| Company | Sector Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Entrada Therapeutics | Public biotech director | Compensation Committee | No Abeona-related transactions disclosed; no related-party transactions in 2024 |
| Amylyx Pharmaceuticals | Public biotech director | Chair S&T; Nom/Gov member | No Abeona-related transactions disclosed; no related-party transactions in 2024 |
Expertise & Qualifications
- Drug development leadership with more than 20 years’ experience and oversight of 15 approvals in serious diseases .
- Former CMO at Astellas leading clinical development, medical/regulatory affairs, PV, and QA .
- Medical training and practice in pulmonology/critical care; MD (Case Western), B.S. Biology (University of Toledo) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (03/24/2025) | 47,145 shares; less than 1% of outstanding |
| Shares Outstanding Basis | 48,799,864 shares outstanding (03/24/2025) |
| Director Stock Awards Outstanding (12/31/2024) | 11,044 shares for Zeiher |
| Options/Derivatives | Not disclosed for Zeiher; table lists only shares |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
| Ownership Guidelines | Not disclosed in proxy |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Directors (Alvino/Charles/Wuchterl) | 26,260,868 / 26,774,705 / 26,856,990 | 1,143,117 / 629,378 / 546,976 | 31,150 / 31,052 / 31,169 | 7,020,555 |
| Advisory Vote on NEO Compensation | 25,777,223 | 1,552,881 | 105,031 | 7,020,555 |
| Auditor Ratification (Deloitte & Touche LLP) | 34,334,516 | 30,147 | 91,027 | — |
Compensation Committee Analysis
- Compensation Committee: Mark J. Alvino (Chair), Leila Alland, M.D., Faith L. Charles; independent directors under SEC/Nasdaq rules .
- Independent compensation consultant Radford engaged for 2024; no conflicts identified; consultant advises on executive and director compensation benchmarking vs peers .
Related‑Party Transactions
- Policy: Audit Committee reviews and approves related‑party transactions .
- 2024: No related‑party transactions reported .
Governance Assessment
- Strengths: Independent status; broad drug‑development expertise; established governance practices (prohibitions on hedging/pledging); strong say‑on‑pay approval indicating investor support .
- Engagement: 2024 attendance threshold met; Board and committee cadence suggests active oversight; however, Zeiher held no committee assignments at Abeona in the period, limiting committee‑level influence initially .
- Alignment: Holds 47,145 shares and 11,044 unvested restricted stock awards; ownership is <1% of shares outstanding, offering some alignment but modest economic exposure typical for small‑cap biotech directors .
- Potential RED FLAGS to monitor:
- Multiple external public company directorships (Entrada, Amylyx) could increase time commitments; Abeona’s Board met 14 times in 2024—monitor workload and attendance going forward .
- No committee membership at Abeona in 2024 may reduce direct influence on audit/comp/nom‑gov decisions; reassess as committee assignments evolve .
- Ownership guidelines for directors not disclosed; clarity would improve perceived alignment .
- No conflicts identified: No related‑party transactions in 2024; insider policy restricts hedging/pledging; Board comprised of eight independent directors out of nine .