Michael Amoroso
ABEONA THERAPEUTICSAbout Michael Amoroso
Michael Amoroso, 47, is Chairman of the Board of Abeona Therapeutics and has served as a director since March 19, 2021; he briefly served as Abeona’s President & Chief Executive Officer (March 19, 2021 to October 15, 2021). He holds an Executive MBA in Management from NYU Stern and a B.A. in Biological Sciences (summa cum laude) from Rider University, with deep operating experience across rare diseases, oncology, and cell & gene therapy. Since October 15, 2021, he has been President & CEO of Precision BioSciences, Inc. . The Board has determined he is independent under Nasdaq rules, and Abeona has a separate CEO (Vishwas Seshadri) and Chair structure (no lead independent director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abeona Therapeutics | Chairman of the Board | Oct 15, 2021 – Present | Independent Chair; separate from CEO; Board has no lead independent director |
| Abeona Therapeutics | Director | Mar 19, 2021 – Present | Class 1 director; term through 2026 annual meeting |
| Abeona Therapeutics | President & CEO | Mar 19, 2021 – Oct 15, 2021 | Transition leadership |
| Abeona Therapeutics | Chief Operating Officer | Nov 1, 2020 – Mar 19, 2021 | Commercial/operations leadership |
| Abeona Therapeutics | Chief Commercial Officer | Jul 9, 2020 – Nov 1, 2020 | Commercial build-out |
| Kite (Gilead) | SVP & Head, Worldwide Commercial Operations – Cell Therapy | Aug 2018 – Jan 2020 | Led global launch of first widespread CAR-T (Yescarta) and pipeline readiness |
| Eisai Inc. | Senior executive roles | Oct 2017 – Aug 2018 | Oncology/rare disease exposure |
| Celgene (now BMS) | Senior executive roles | Jan 2011 – Oct 2017 | Global commercial and development interfaces |
| Aventis (now Sanofi) | Roles in commercial/operations | 2001 – 2011 | Large-cap biopharma foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Precision BioSciences, Inc. (Public) | President & CEO | Oct 15, 2021 – Present | Genome editing platform company (ARCUS) |
Board Governance
- Committee assignments: As of the latest proxy, Abeona’s Audit Committee (Alvino – Chair; Alland; Wuchterl), Compensation Committee (Alvino – Chair; Alland; Charles), and Nominating & Corporate Governance Committee (Charles – Chair; Alland; Wuchterl). Mr. Amoroso is not listed as a member of these committees .
- Leadership structure: Separate CEO and Chair; Michael Amoroso serves as independent Chair; Board does not have a lead independent director .
- Independence status: The Board determined Mr. Amoroso is independent under Nasdaq rules .
- Attendance: The Board held 14 meetings in 2024; each director attended at least 85% of Board and committee meetings during their service period .
- Risk oversight, code, and trading policies: The Board oversees risk via regular management reviews; the Code of Business Conduct applies to directors; insider trading policy prohibits short-term speculative trading, hedging, margin accounts, or pledging of Company stock .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Fee (cash) | $50,000 | Standard non-employee director cash retainer |
| Committee Fee (cash) | $0 | $7,500 per committee served; Mr. Amoroso not listed on committees |
| Chair of Board Fee (cash) | $30,000 | Additional annual fee for serving as Chairman |
| Total Cash Fees (2024) | $80,000 | As reported in Director Compensation Table |
| Meeting Fees | $0 | No additional per-meeting fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (annual grant tranche) | Jul 8, 2024 | 23,611 | $4.80 | Included in $181,048 total | One-year vest |
| Restricted Stock (remainder of annual grant) | Aug 26, 2024 | 11,797 | $5.74 | Included in $181,048 total | One-year vest |
| Total 2024 Stock Awards (value) | — | — | — | $181,048 | One-year vest |
| Stock Awards Outstanding (as of 12/31/2024) | — | 38,033 | — | — | Aggregate outstanding units |
Notes:
- Directors received time-based restricted stock for 2024; no option awards or meeting fees disclosed for directors; equity vests one year after grant .
- No additional fees paid for committee chair service (only the Chairman of the Board has an additional fee) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Precision BioSciences, Inc. | President & CEO | Same sector (biotech, gene/genome editing) may present potential competitive overlap and time/attention considerations; Abeona disclosed no related party transactions in 2024 . |
Expertise & Qualifications
- Extensive operating leadership across clinical development, regulatory/medical affairs, corporate affairs, and commercial, with emphasis in rare and oncological diseases; experience spans small molecules, biologics, cell and gene therapy .
- Academic credentials: Executive MBA (NYU Stern), B.A. Biological Sciences (Rider), summa cum laude .
Equity Ownership
| Metric | Amount |
|---|---|
| Total Beneficial Ownership (as of Mar 24, 2025) | 228,134 shares (less than 1%) |
| Composition Detail | 180,466 shares owned; 47,668 options exercisable within 60 days |
| Shares Outstanding Basis | 48,799,864 shares outstanding as of Mar 24, 2025 |
| Director Stock Awards Outstanding (12/31/2024) | 38,033 stock awards outstanding |
| Hedging/Pledging Policy | Hedging, short sales, options trading, margin accounts and pledging prohibited for directors |
Governance Assessment
- Board effectiveness and independence: Mr. Amoroso is an independent Chair with strong sector expertise; separation of Chair and CEO supports oversight. The absence of a lead independent director is mitigated by an independent Chair and an otherwise majority-independent Board .
- Committee structure and engagement: Mr. Amoroso is not on standing committees; committees are fully independent, and attendance across the Board/committees met or exceeded 85% in 2024, indicating active engagement .
- Director compensation and alignment: Cash retainer plus a $30,000 Chair premium; meaningful equity in time-based RS grants ($181,048 in 2024) vests annually, promoting alignment but with limited performance linkage at the director level (common governance practice) .
- Ownership and skin-in-the-game: Beneficial ownership includes 180,466 shares and 47,668 currently exercisable options (total 228,134), with additional outstanding stock awards that further align incentives; percentage ownership <1% given share count .
- Conflicts/related-party exposure: No related-party transactions in 2024; insider trading policy prohibits hedging/pledging. External role as CEO of Precision BioSciences in a related domain could present potential competitive overlap or time/attention risk, but independence is affirmed and no specific related-party dealings are disclosed .
- Shareholder signals: 2025 Say-on-Pay advisory vote passed (25,777,223 For; 1,552,881 Against; 105,031 Abstain), indicating supportive sentiment for compensation governance; director nominees were also re-elected with comfortable margins .
Director Compensation (Detail – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael Amoroso | 80,000 | 181,048 | 261,048 |
Compensation structure (reference): Annual board fee $50,000; $7,500 per committee served; $30,000 additional for Chairman; no extra committee chair fees; equity awards valued at $181,048 vest one year after grant .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results (May 19, 2025): Say-on-Pay approved (Votes For 25,777,223; Against 1,552,881; Abstain 105,031; Broker Non-Votes 7,020,555). Director elections passed with comfortable margins (e.g., Wuchterl: 26,856,990 For; 546,976 Against; 31,169 Abstain) .
RED FLAGS and Risk Indicators
- Related-party/loans: None disclosed for 2024 .
- Hedging/pledging: Prohibited by policy (reduces alignment risk) .
- Section 16 compliance: Disclosed delinquent Form 4 filings for two insiders (Alvino and O’Malley); no disclosure of delinquencies for Amoroso .
- Governance structure: No lead independent director, but mitigated by independent Chair .
- Potential interlock/competition: CEO role at Precision BioSciences could create perceived competitive overlap; no specific conflicts disclosed .
Notes and Omissions
- Stock ownership guidelines for directors: Not disclosed in the latest proxy; insider trading policy covers hedging/pledging .
- Director-specific performance metrics, clawbacks, or change-of-control for director equity: Not disclosed for directors (executive policies discussed elsewhere in proxy) .
- Insider trading activity detail (Form 4): Not provided in the proxy; no 2024 related-party transactions disclosed .