Donald Wuchterl
ABEONA THERAPEUTICSAbout Donald A. Wuchterl
Independent director (Class 3) at Abeona Therapeutics since April 14, 2021; age 55. Career specialty in Chemistry, Manufacturing & Controls (CMC) and technical operations for biologics and gene therapy; B.S. in Business Administration (Colorado Technical University) and M.B.A. (Fitchburg State University). Currently nominated to continue as a Class 3 director through 2028; Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T-knife Therapeutics | SVP & Chief Manufacturing Officer | Apr 2021–Aug 2022 | Led all CMC functions for novel TCR therapies. |
| Audentes Therapeutics (Astellas) | SVP, Technical Operations & Quality | 2016–2021 | Senior operations and quality leadership in gene therapy. |
| Cytovance Biologics | SVP & Chief Operating Officer | 2012–2016 | Built and led cGMP organizations and facilities. |
| Dendreon; Shire HGT; Amgen; Biogen Idec; Roche | Increasing responsibility roles | Prior to 2012 (dates not specified) | Broad biologics manufacturing and operations experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several pre-clinical gene therapy companies | CMC/Technical Ops consultant | Since Aug 2022 | Consulting across gene therapy; potential competitive overlap to monitor; no related party transactions disclosed. |
Board Governance
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). Not a committee chair.
- Independence: Board determined Wuchterl is independent under Nasdaq rules.
- Attendance: Board met 14 times in 2024; each director attended ≥85% of Board and 100% of their committee meetings; all Audit, Compensation, and Nominating Committee meetings had full member attendance.
- Board leadership: Separate Chair (Michael Amoroso) and CEO (Vishwas Seshadri); no lead independent director.
- Election status: Class 3 director standing for re-election at the May 19, 2025 Annual Meeting.
Fixed Compensation
| Year | Board Retainer (Cash) | Committee Fees (Cash) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $50,000 | $15,000 | $65,000 | $7,500 per committee; 2 committees; paid quarterly. |
| 2023 | $50,000 | $9,375 | $59,375 | Annual fees; reported total cash for 2023. |
- Chairman of the Board receives an additional $30,000 per year; no extra fees for committee chairs (does not apply to Wuchterl).
Performance Compensation
| Year | Instrument | Grant Date(s) | Shares Granted | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | Restricted stock | Jul 8, 2024; Aug 26, 2024 | 23,611; 11,797 | $181,048 | One-year cliff from grant date. | |
| 2023 | Restricted stock | Jun 14, 2023 | 58,689 | $271,143 | One-year cliff from grant date. |
- Director equity is time-based restricted stock; no disclosed performance metrics, PSUs, or options for directors in 2023–2024.
- Equity awards are subject to clawback policies and cannot be repriced; non-employee directors face an annual award value cap of $500,000 including cash fees.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Wuchterl in the proxy. |
| Committee roles at other public companies | None disclosed. |
| Private/non-profit/academic boards | Not disclosed for Wuchterl. |
| Interlocks (competitors/suppliers/customers) | Consulting for pre-clinical gene therapy companies suggests potential overlap in industry; no related party transactions reported. |
Expertise & Qualifications
- 30+ years in life sciences operations and CMC across multiple product types; significant experience building and leading cGMP organizations and facilities.
- Education: B.S. Business Administration (Colorado Technical University); M.B.A. (Fitchburg State University).
- Board skill fit: Manufacturing/CMC and quality expertise aligned with Abeona’s transition toward commercialization.
Equity Ownership
| Holder | Beneficial Shares | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Donald A. Wuchterl | 150,612 | 3,927 | 154,539 | <1% (based on 48,799,864 shares outstanding as of Mar 24, 2025) |
- Outstanding director stock awards (unvested restricted shares) as of Dec 31, 2024: 35,408 for Wuchterl.
- Pledging/hedging policy: Directors are prohibited from hedging, pledging, or holding Company stock in margin accounts under Abeona’s insider trading policy.
Governance Assessment
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Strengths:
- Independent status with relevant manufacturing/CMC expertise critical for a gene therapy company scaling toward commercial operations.
- Strong engagement and attendance: ≥85% Board and 100% committee attendance in 2024.
- Pay structure aligns directors with shareholders via equity retainer; 2024 equity comprised the majority of Wuchterl’s director compensation ($181,048 equity vs. $65,000 cash).
- Robust plan and policy architecture: clawbacks, ban on repricing and discounted options/SARs, minimum vesting, dividends only after vesting, hedging/pledging prohibitions.
-
Watch items / potential conflicts:
- External consulting for pre-clinical gene therapy companies may present competitive overlaps; ensure continued independence and monitor for any business dealings. No related party transactions were reported for 2024.
- Board lacks a lead independent director; consider whether independent leadership could further strengthen oversight.
-
Compensation governance context:
- Director compensation is reviewed annually by an independent consultant (Radford) and benchmarked to peers; director packages recommended by the Compensation Committee.
- Equity plan limits non-employee director total award value (cash + equity) to $500,000 per year, providing guardrails against pay inflation.
-
Independence and compliance:
- Independence affirmed under Nasdaq rules; Section 16 reporting noted delinquent filings for other insiders in 2024 (Mr. Alvino and Dr. O’Malley), but no delinquencies indicated for Wuchterl.
Overall, Wuchterl’s deep CMC/manufacturing background and consistent committee engagement are positives for board effectiveness in commercialization. The consulting activities warrant continued monitoring for potential competitive overlaps, though no related party transactions are disclosed and independence is affirmed.