Brendan O’Malley
ABEONA THERAPEUTICSAbout Brendan O’Malley
Brendan O’Malley, J.D., Ph.D. (age 56), is General Counsel of Abeona Therapeutics (since September 20, 2021). He joined Abeona in 2019 as Chief IP Counsel after a career as a partner at Fitzpatrick Cella Harper & Scinto (merged into Venable LLP in 2018) and Venable, with extensive biopharma patent litigation and licensing experience; he holds a J.D. from Cardozo Law, a Ph.D. in Molecular Biology & Microbiology (Tufts), and a B.S. from UMass Dartmouth . Company performance context: FY2024 net loss was $63.7M, with no 2024 revenue vs $3.5M in 2023 . Pay-versus-performance shows TSR values of 36.56 (2022), 59.47 (2023), 66.11 (2024) alongside reported net losses, illustrating improving TSR through 2024 despite continuing losses . A key corporate milestone during his tenure: FDA approval of ZEVASKYN (pz-cel) on April 29, 2025, initiating commercial launch preparations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fitzpatrick Cella Harper & Scinto | Partner (started as summer associate in 2006) | 2006–2018 | Led biopharma patent litigations in U.S. District Courts, Federal Circuit, and USPTO; negotiated settlements/licenses; supported M&A diligence . |
| Venable LLP (via 2018 merger) | Partner | 2018–2019 | Continued IP litigation, licensing and opinions post-merger prior to joining Abeona in 2019 . |
| U.S. District Court, S.D.N.Y. | Judicial intern to Judge William H. Pauley | While at Cardozo Law | Judicial experience complementing IP litigation background . |
| Abeona Therapeutics | Chief IP Counsel → SVP & General Counsel | 2019; appointed GC Sept 20, 2021 | Built/overseen legal and IP for gene/cell therapy portfolio; advanced to executive leadership . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 422,000 | 438,177 |
| Target bonus (% of base) | 35% | 35% |
| Cash bonus (retention) ($) | 150,000 | 150,000 |
| 401(k) match and other ($) | 13,200 | 13,800 |
Notes:
- Target bonus set at 35% under his employment agreement; actual annual bonus depends on Board-assessed goal attainment .
- Retention bonuses in 2023 and 2024 were paid to offset equity grant shortfalls vs. market recommendations .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan (annual incentive cash) ($) | 217,752 | 175,552 |
| Stock awards (grant-date fair value, ASC 718) ($) | 366,335 | 492,907 |
- Plan mechanics: Annual cash incentive based on performance goals determined by the Board; specific metric weightings/targets were not disclosed in the proxy for non-PEO NEOs .
- Equity mix trend: Company states it does not currently grant stock options as part of the equity program, emphasizing restricted stock awards (RSAs/RSUs) for NEOs (trend toward time-based equity) .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership | 388,715 shares of Common Stock; presently exercisable options for 16,791 shares (2015 Plan) . |
| Ownership as % of shares outstanding | ~0.85% (388,715 / 45,644,091 shares outstanding at 12/31/24; computed) . |
| Hedging/pledging | Insider trading policy prohibits hedging, short-term speculative trading, holding in margin accounts, or pledging Company stock . |
| Section 16 compliance | Two Form 4s for Dr. O’Malley were not timely filed in 2024 (identified compliance lapse) . |
| Option moneyness | Outstanding options carry strikes of $30.25 and $58.50; with ABEO closing price of $5.57 on 12/31/24 used for equity valuation, options were out-of-the-money at year-end 2024 . |
Unvested Restricted Stock – Vesting Cadence (supply overhang)
| Grant | Shares | Vesting completion |
|---|---|---|
| 9/20/2021 | 5,440 | Fully vested by Sep 2025 . |
| 3/1/2021 | 2,000 | Fully vested by Mar 2025 . |
| 9/28/2022 | 72,750 | Fully vested by Sep 2026 . |
| 6/5/2023 | 90,902 | Fully vested by Jun 2026 . |
| 7/8/2024 | 102,689 | Fully vested by Jul 2027 . |
As-of 12/31/24, proxy’s Outstanding Equity Awards table lists unvested stock units for Dr. O’Malley including 102,689 ($571,978), 60,601 ($337,549), 36,375 ($202,609), 1,360 ($7,575), and 500 ($2,785) valued using $5.57 per share; these reflect multiple grants at various stages of vesting .
Stock Options – Status and Vesting
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting commentary |
|---|---|---|---|---|---|
| 9/20/2021 | 8,840 | 2,040 | $30.25 | 9/20/2031 | Fully vest by Sep 2025 . |
| 3/1/2021 | 3,750 | 250 | $58.50 | 3/1/2031 | Fully vest by Mar 2025 . |
| 5/20/2020 | 723 | — | $28.75 | 3/16/2030 | Fully vested by Mar 2024 . |
| 3/16/2020 | 1,277 | — | $28.75 | 3/16/2030 | Fully vested by Mar 2024 . |
| 5/31/2019 | 2,200 | — | $28.75 | 5/31/2029 | Previously vested . |
Employment Terms
- Base salary history: $321,000 effective Jan 1, 2021 (subsequently increased; see salary in SCT) .
- Target bonus: 35% of base salary, with actual bonus dependent on Board-assessed goal attainment .
- Severance (non-CoC): If terminated by Company without Cause or by executive for Good Reason, cash severance equals 12 months base salary + 12 months target bonus, plus 12 months of Company-paid health premiums (subject to release, etc.) .
- Severance (within 12 months after a Change of Control): Same cash/benefit severance as above (double-trigger for cash) .
- Equity acceleration at Change in Control: If he remains employed through the date of a Change in Control, all outstanding equity awards become fully vested and exercisable immediately (single-trigger equity acceleration) .
- Benefits: Participation in broad-based benefits (medical/dental/vision/LTD/life/401(k) with match) .
Performance & Track Record
- Corporate financials: FY2024 revenue $0 vs $3.5M in FY2023 (Rett milestone in 2023); FY2024 net loss $63.7M vs $54.2M in 2023 as G&A and R&D rose with pre-commercialization and manufacturing scale-up .
- Liquidity: $98.1M cash, cash equivalents, restricted cash and short-term investments at 12/31/24; management guided runway ≥12 months from 10-K date .
- Stock/TSR context: Pay-versus-performance TSR values increased over 2022–2024 (36.56 → 59.47 → 66.11) even as net losses persisted .
- Strategic milestone: FDA approval of ZEVASKYN on April 29, 2025, with U.S. availability planned through QTCs beginning 3Q25; PRV granted and planned to be monetized .
Compensation Structure Analysis
- Cash vs. equity mix: For 2023–2024, total compensation included base salary, retention cash bonuses ($150k each year), annual performance cash bonuses ($217.8k in 2023; $175.6k in 2024), and sizeable restricted stock awards ($366k in 2023; $493k in 2024, grant-date value) .
- Shift to RSUs vs. options: Company indicates it does not currently grant stock options to NEOs, favoring restricted stock—lower risk to the executive and more retentive, but with potential selling pressure at vest .
- Discretionary/retention elements: Retention bonuses were explicitly used to offset equity shortfalls relative to market recommendations—reduces at-risk pay sensitivity (watch for continued use) .
- Metric rigor: The proxy narrates that annual bonus is tied to performance goals set by the Board but does not disclose metric weights/targets for non-PEO NEOs, limiting external assessment of pay-for-performance calibration .
Say-on-Pay & Governance Signals
- Insider trading policy: Prohibits hedging and pledging—positive alignment feature .
- Compensation Committee: Mark J. Alvino (Chair), Leila Alland, M.D., and Faith L. Charles—independent under SEC/Nasdaq rules .
- Compliance note: Two late Form 4s for Dr. O’Malley in 2024 (administrative red flag, typically immaterial but worth monitoring) .
Investment Implications
- Alignment and retention: O’Malley holds meaningful equity and has a multi-year RSU vesting runway through 2027, promoting retention; insider policy bans pledging/hedging, supporting alignment .
- Near-term selling pressure: Multiple vesting dates (Mar/Sep 2025, 2026, 2027) could create periodic supply; options are OTM at 12/31/24, so incremental supply is primarily from RSU vesting rather than option exercises .
- Change-of-control economics: Double-trigger cash severance but single-trigger equity acceleration at CoC can be shareholder-sensitive; in an M&A scenario, full acceleration may dilute retention through closing while still offering significant realizable value .
- Pay-for-performance visibility: Lack of disclosed metric weightings/targets for non-PEO NEOs limits external validation of incentive rigor; use of retention cash in 2023–2024 partially insulates pay from performance variability .
- Execution risk: With FDA approval secured, legal/IP and contracting demands rise; O’Malley’s deep IP litigation/licensing background is a positive for navigating commercialization, partnering, and payer/outcomes agreements, potentially supporting value creation alongside operational execution by the commercial team .