Vishwas Seshadri
ABEONA THERAPEUTICSAbout Vishwas Seshadri
Abeona Therapeutics’ President, CEO, and director since October 15, 2021; age 49; Ph.D. (Microbiology/Immunology/Molecular Biology, University of Arizona) and MBA (Wharton). Prior roles include executive leadership at Celgene/BMS (global launch leadership for CAR-T Breyanzi) and biologics development at Dr. Reddy’s Laboratories . Under his tenure, Abeona received FDA approval for ZEVASKYN (pz‑cel) on April 29, 2025, securing a PRV and planning commercialization via Qualified Treatment Centers in 3Q25 . Pay-versus-performance shows 2024 Compensation Actually Paid to the PEO of $3.99M with company TSR at 66.11 and net loss of $(63.7)M (thousands) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celgene (now BMS) | Executive Director & Worldwide Brand Leader for Breyanzi; prior R&D/commercial roles (REVLIMID, Avadomide, IMFINZI programs) | 2010–2021 | Led CAR‑T franchise commercialization and Breyanzi global launch; oversaw development/regulatory programs and post‑marketing commitments . |
| Dr. Reddy’s Laboratories | Head of Early-Stage Upstream Process Development, Biologics | Pre‑2010 | Led cell-line development, cGMP cell banking, and upstream optimization for biosimilars . |
External Roles
No current public-company board roles disclosed for Dr. Seshadri beyond Abeona’s board .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 505,000 | 555,000 | 615,375 |
| “Other” (401k match, etc.) ($) | 12,800 | 13,200 | 13,800 |
| Retention/Sign-on Bonus ($) | 125,250 | 533,333 | 533,333 |
Notes: 2023 and 2024 retention bonuses were paid to address equity grant shortfalls versus market benchmarks .
Performance Compensation
- Annual cash incentive target: 50% of base salary per CEO employment agreement .
- Actual annual cash incentive earned: $378,750 (2022), $388,500 (2023), $309,000 (2024) .
- Abeona’s equity plan allows performance goals across financial, operational, regulatory, and strategic metrics (e.g., revenue, operating income, TSR, application approvals, collaborations, ESG) but specific weightings/targets for CEO were not disclosed .
| Annual Incentive Summary | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target bonus % | 50% of salary | 50% of salary | 50% of salary |
| Actual cash incentive ($) | 378,750 | 388,500 | 309,000 |
| Performance metric details | Not disclosed | Not disclosed | Not disclosed |
Equity awards (restricted stock) granted to the CEO by year (grant date fair value; service-based vesting):
| Grant | Shares/Value | Vesting (service-based) | Notes |
|---|---|---|---|
| 6/1/2021 RS | 12,000 shares; $18,480 value at 12/29/2023 reference price | 6,000 on 6/1/2022; 2,000 annually thereafter; fully by 6/2025 | Initial grants upon joining (SVP) . |
| 10/15/2021 RS | 2,000 shares; $2,785 value at 12/31/2024 reference price | Fully by 10/2025 | Granted on CEO appointment . |
| 9/28/2022 RS | 155,200 shares; $432,232 value at 12/31/2024 reference price | Fully by 9/2026 | — |
| 6/5/2023 RS | 336,826 shares; $1,687,498 value at 12/29/2023 reference price | Fully by 6/2026 | — |
| 7/8/2024 RS | 424,000 shares; $2,361,680 value at 12/31/2024 reference price | Fully by 7/2027 | — |
References: vesting schedules and valuations disclosed in Outstanding Equity Awards .
Equity Ownership & Alignment
- Beneficial ownership:
- 3/1/2024: 547,426 shares (incl. 19,166 options exercisable within 60 days); 2.0% of 27,355,037 shares outstanding .
- 3/24/2025: 1,403,823 shares (incl. 23,501 options exercisable within 60 days); 2.9% of 48,799,864 shares outstanding .
| Date | Shares Beneficially Owned | % Out | Shares Outstanding |
|---|---|---|---|
| 3/1/2024 | 547,426 | 2.0% | 27,355,037 |
| 3/24/2025 | 1,403,823 | 2.9% | 48,799,864 |
- Vested vs. unvested (as of 12/31/2024, CEO):
- Options: 14,000 (exercisable) at $42.75 (6/1/2021) and 9,500 (exercisable) at $22.75 (10/15/2021); remaining unexercisable 2,000 and 2,500 respectively .
- Unvested RS: 77,600 (9/28/2022), 224,551 (6/5/2023), 424,000 (7/8/2024), plus small tranches from 2021 grants; fully vest by 6/2025, 10/2025, 6/2026, 9/2026, and 7/2027 per schedule .
- Hedging/pledging: Company policy prohibits hedging, margin, and pledging by directors/officers .
- Stock ownership guidelines: Not disclosed in the proxy statements reviewed.
Insider selling pressure signals
- Large RS tranches vest mid‑2026 (336,826) and late‑2026 (155,200), and mid‑2027 (424,000), creating potential supply around vest dates (tax-related sell-to-cover or discretionary sales) .
Employment Terms
- CEO employment (effective 10/6/2021; CEO since 10/15/2021): base initially $500,000 (since increased), 50% target bonus; initial RS (2,000) and options (12,000) with standard 1-year cliff then monthly/annual vesting .
- Termination without cause / good reason:
- Cash severance: 1x base salary + 1x target bonus; 12 months COBRA premiums; pro‑rata bonus; and 12 months’ additional service credited for equity vesting (acceleration) .
- Change-in-control:
- If continuously employed through the date of a CIC, all outstanding equity awards become fully vested and exercisable immediately (single-trigger for CEO under the employment agreement) .
- Equity plan states “no single-trigger acceleration” by default (company-level plan), but awards are subject to employment agreements and plan provisions; plan allows acceleration on termination within 12 months after CIC if awards are not assumed, at committee discretion .
- Clawback: All awards subject to company clawback/recoupment, share-trading policies; plan permits rescission and recovery for misconduct/breach of restrictive covenants .
Board Governance (Director Service, Committees, Independence)
- Board service: Class 2 director since 2021; term runs to annual meeting in 2027 .
- Roles: CEO and director (not Chairman). Chairman is Michael Amoroso; the Board has no lead independent director .
- Independence: CEO is not independent; eight of nine directors are independent .
- Committees: CEO is not listed as a member of Audit, Compensation, or Nominating & Governance; those committees are fully independent directors .
- Attendance: Board held 14 meetings in 2024; each director attended ≥85% of meetings of the Board and respective committees .
Governance implications
- Separation of Chair/CEO mitigates concentration of power, but absence of Lead Independent Director is a modest governance weakness for investors focused on independent board leadership .
Performance & Track Record
- Regulatory milestone (2025): FDA approval of ZEVASKYN (pz‑cel) for RDEB wounds; PRV received with intent to monetize; launch via QTCs in 3Q25 .
- Pay vs performance (smaller reporting company disclosure):
- 2024: PEO Compensation Actually Paid (CAP) $3.99M; TSR 66.11; Net loss $(63,734)k .
- 2023: PEO CAP $3.46M; TSR 59.47; Net loss $(54,188)k .
- 2022: PEO CAP $1.30M; TSR 36.56; Net loss $(39,696)k .
Compensation Committee & Benchmarking
- Compensation Committee: Mark J. Alvino (Chair), Leila Alland, M.D., Faith L. Charles—independent, non‑employee directors .
- Consultant: Radford (independent) advised on 2024 executive and director compensation; company determined no conflicts .
Related Party Transactions
- None in 2024 per proxy disclosure .
Say‑on‑Pay
- Advisory vote on NEO compensation included on 2025 AGM agenda; results not yet disclosed in reviewed materials .
Investment Implications
- Alignment and retention: CEO holds 2.9% beneficial ownership (Mar‑2025), rising from 2.0% a year earlier, with substantial unvested RS through 2026–2027—supporting retention but introducing vest‑date supply overhang (notably mid/late‑2026 and mid‑2027) .
- Incentive mix: Heavy use of time‑based RS (no options granted recently) reduces downside risk for the executive (vs. options) and emphasizes service/retention; performance metric specifics for annual bonuses weren’t disclosed, limiting visibility into pay‑for‑performance rigor .
- Governance risk: Chair/CEO split is positive, but absence of a Lead Independent Director and a CEO employment agreement with single‑trigger equity vesting at CIC diverge from some investor best practices; however, the equity plan itself avoids automatic single‑trigger, showing a mixed posture .
- Execution: FDA approval of ZEVASKYN under Seshadri materially improves strategic positioning and potential economics (PRV monetization; initial commercialization in 3Q25). Near‑term execution on pricing, access, and center ramp will be key to aligning future incentive payouts with value creation .