Faith Charles
ABEONA THERAPEUTICSAbout Faith L. Charles
Faith L. Charles (age 63) is an independent director of Abeona Therapeutics Inc. since March 26, 2021. She chairs the Nominating and Corporate Governance Committee and serves on the Compensation Committee. Professionally, she is a corporate transactions and securities partner at Thompson Hine LLP, leading the firm’s Life Sciences practice and co-heading the securities practice; she holds a JD from The George Washington University Law School and a BA in Psychology from Barnard College, Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abeona Therapeutics Inc. | Director | Since Mar 26, 2021 | Chair, Nominating & Corporate Governance; Member, Compensation |
| Abeona Therapeutics Inc. | Committee appointment | Mar 24, 2021 | Appointed Chair, Nominating & Corporate Governance; Member, Audit (at appointment) |
| Thompson Hine LLP | Partner, Corporate Transactions & Securities | Since 2010 | Leads Life Sciences practice; co-heads securities practice |
| Women in Bio | Founder (Metro NY), Board Member | Founded, chaired 5 years; current national board | Founder Metro NY; chaired 5 years; member of national board |
| Red Door Community (formerly Gilda’s Club NYC) | Board Member | — | Board member |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Avenue Therapeutics, Inc. | Director | Since May 2022 | Audit Committee Member |
| CNS Pharmaceuticals, Inc. | Director | Since Dec 2022 | — |
| Conduit Pharmaceuticals | Director | Since Sep 2023 | Chair, Compensation; Member, Nominating Governing Committee |
| Entera Bio | Director (prior) | 2018–Oct 2021 | Audit Committee Member; Chair, Compensation Committee |
Board Governance
- Independence: The Board has determined Faith L. Charles is independent under Nasdaq rules .
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board held 14 meetings; each director attended ≥85%. Audit Committee (4 meetings), Compensation Committee (1), and Nominating & Corporate Governance Committee (4) had full member attendance .
- Leadership: Board has no Lead Independent Director; Chairman is Michael Amoroso (independent) .
- Hedging/pledging: Company insider trading policy prohibits hedging, short sales, margin accounts, and pledging of company stock .
- Related-party: No related party transactions reported for 2024 and 2023 .
Fixed Compensation
- Cash retainer structure (2024): Annual board fee $50,000; annual committee fee $7,500 per committee; no additional fees for committee chairs (only the Board Chairman receives $30,000) .
- For 2024, Ms. Charles served on two committees (Compensation and Nominating), earning $65,000 in cash (board + two committees) .
Director compensation trend (cash and equity):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 | $65,000 | $65,000 |
| Stock Awards ($) | $37,386 | $271,143 | $181,048 |
| Total ($) | $102,386 | $336,143 | $246,048 |
Performance Compensation
2024 director equity grant details (time-based restricted stock; vests one year after grant date):
| Grant Date | Shares Granted (#) | Grant-Date Price ($/share) | Vesting |
|---|---|---|---|
| July 8, 2024 | 23,611 | $4.80 | 1-year cliff vest |
| August 26, 2024 | 11,797 | $5.74 | 1-year cliff vest |
| Aggregate 2024 Stock Awards | — | — | Grant-date fair value $181,048 (aggregate) |
Plan safeguards (governance signals):
- Non-employee director annual limit: cash fees plus equity grant-date value capped at $500,000 .
- Minimum vesting: one-year vesting (with limited exceptions) .
- No repricing, no discounted options/SARs; no single-trigger acceleration on change in control; dividends only after vesting; awards subject to clawback policies .
Note: Director equity awards are time-based; no revenue/EBITDA/TSR performance metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Segment | Potential Interlock Considerations |
|---|---|---|
| Avenue Therapeutics, CNS Pharmaceuticals, Conduit Pharmaceuticals, Entera Bio | Biopharma/biotech | No ABEO-related party transactions disclosed; monitor for counterparties where Ms. Charles’ legal/advisory affiliations could intersect with ABEO’s business. No specific conflicts disclosed . |
Expertise & Qualifications
- Corporate transactions/securities lawyer; leads Life Sciences practice at Thompson Hine; extensive deal, financing, licensing, and governance experience .
- Recognitions: LMG Life Sciences “Life Sciences Star,” BTI Client Service All-Star, Crain’s 2020 Notable Women in Law .
- Education: JD (GW Law), BA (Barnard); completed Women in Bio’s Boardroom Ready executive program .
Equity Ownership
| Metric | Mar 29, 2023 | Nov 7, 2024 | Mar 24, 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 20,414 | 117,658 | 153,759 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% |
| Shares Owned (direct/indirect) | 16,488 | 113,731 | 149,832 |
| Options Exercisable ≤60 Days | 3,926 | 3,927 | 3,927 |
| Hedging/Pledging Status | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Say-on-Pay and Shareholder Voting (2025 Annual Meeting)
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Faith L. Charles | 26,774,705 | 629,378 | 31,052 | 7,020,555 |
| Advisory Vote on NEO Compensation | 25,777,223 | 1,552,881 | 105,031 | 7,020,555 |
Governance Assessment
- Board effectiveness: Chairing Nominating & Corporate Governance and serving on Compensation indicates strong involvement in director selection/board evaluation and pay oversight. Full committee attendance and independence are positives for investor confidence .
- Ownership alignment: Beneficial ownership increased materially over 2023–2025; equity grants are time-based with one-year vesting; hedging/pledging prohibited, supporting alignment .
- Compensation structure: Cash retainer stable; equity award values decreased from 2023 to 2024; no chair fees for committee chairs (avoids pay inflation), and plan caps director pay at $500k; clawback and no-repricing policies reduce governance risk .
- Shareholder support: Strong re-election vote and say-on-pay approval in 2025 signal investor confidence in board oversight and compensation practices .
- Conflicts and related-party exposure: No related-party transactions reported; Ms. Charles’ legal practice represents numerous life sciences companies—monitor for potential counterparties, but no conflicts are disclosed by ABEO .
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, strong attendance and independence .
Watch Items
- Multiple external public directorships may increase time commitments; continue monitoring attendance and committee workload (currently strong) .