Vincent Milano
Aclaris TherapeuticsAbout Vincent Milano
Vincent Milano, age 61, is an independent director of Aclaris Therapeutics, serving on the Board since January 2020 and currently chairing the Audit Committee, where he is designated the Board’s “audit committee financial expert.” He holds a B.S. in Accounting from Rider College and previously served as Chairman, President and CEO of ViroPharma, and as President & CEO and director of Idera Pharmaceuticals (later Aceragen), bringing public-company CEO and CFO experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aceragen, Inc. (formerly Idera Pharmaceuticals, Inc.) | Chair of the Board | 2022–Aug 2023 | Led board through transition; prior CEO tenure at Idera |
| Idera Pharmaceuticals, Inc. | President & CEO; Director | Since 2014 (end date not specified here) | Public company leadership and capital markets experience |
| ViroPharma Inc. | Chairman, President & CEO | 2008–2014 | Led company until acquisition by Shire; extensive operating oversight |
| KPMG LLP | Senior management and prior roles | 1985–1996 | Accounting and audit background foundational to “financial expert” designation |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| BioCryst Pharmaceuticals, Inc. | Director | Public | Current |
| Life Sciences Cares Philadelphia | Director | Non-profit | Current |
| Venatorx Pharmaceuticals, Inc. | Director | Private | Within past five years (prior) |
Board Governance
- Independence: The Board affirmatively determined Milano is independent under Nasdaq listing standards; all Audit Committee members (including Milano) are independent and he is designated an “audit committee financial expert” under SEC rules .
- Committee assignments (2024): Milano chaired Audit (X*), with Audit meeting 6 times; Compensation met 4 times; Nominating & Corporate Governance met 4 times .
- Committee assignments (Jan 1–Mar 31, 2024): Served on Compensation (member), before changes effective April 1, 2024 .
- Board activity: The Board met 8 times during 2024; each current Board member attended at least 75% of Board and committee meetings during his/her service; independent directors held regular executive sessions .
- Audit Committee report: Milano signed the Audit Committee’s report recommending inclusion of audited financials in the 2024 Form 10‑K .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 56,875 | Director fees for service in 2024 |
| Stock Awards (RSUs FV) | 4,937 | Aggregate grant-date fair value per ASC 718 |
| Option Awards (FV) | 11,505 | Aggregate grant-date fair value per ASC 718 |
| Total | 73,317 | Sum of components |
Director cash retainer policy (2024):
- Board annual cash retainer: $40,000; Chair of the Board additional $30,000; Lead Independent Director additional $25,000 .
- Committee retainers (member/chair, annual): Audit $7,500 / $12,500; Compensation $7,500 / $12,500; Nominating & Corporate Governance $4,500 / $4,500; Research & Development $6,000 / $8,000 (R&D Committee dissolved effective Dec 31, 2024) .
Performance Compensation
| Award | Grant Date | Quantity | Exercise Price | Vesting | Term/Other |
|---|---|---|---|---|---|
| RSUs | Jun 6, 2024 | 4,793 | N/A | Vest on Jun 6, 2025 (single tranche) | Annual director grant under policy (30% of value) |
| Stock Options | Jun 6, 2024 | 15,750 | $1.03/share | Vest in 12 equal monthly installments through Jun 6, 2025 | 10-year term; exercise price equals closing price on grant date; annual grant targets 70% options / 30% RSUs |
Policy parameters and limits:
- Continuing director annual equity: aggregate grant-date FV equal to lesser of $320,000 or the FV of 60,500 stock options; 70% options / 30% RSUs; option vest monthly over 12 months; RSUs vest on first anniversary .
- Initial director equity: aggregate grant-date FV equal to lesser of $640,000 or the FV of 121,000 stock options; 70% options / 30% RSUs; option vest monthly over 36 months; RSUs vest annually over 3 years .
- Annual cap: Cash plus equity to any non-employee director must not exceed $750,000 in total value in any fiscal year .
Change-of-control treatment (plan-level):
- The equity plan permits the Board/Administrator to, upon a Change in Control, take actions including assumption/substitution, acceleration of vesting, lapse of repurchase rights, cancellation for consideration, or cash payments equal to in-the-money value; actions may differ across awards/participants and between vested/unvested portions .
Other Directorships & Interlocks
| Company | Relationship to Aclaris | Potential Interlock/Conflict |
|---|---|---|
| BioCryst Pharmaceuticals, Inc. (current) | No related-person transactions disclosed involving Milano; only disclosed related party item was a private placement purchase by another director (Anand Mehra) | No Milano-specific related-party transactions disclosed; oversight of related-person transactions rests with Audit Committee |
| Life Sciences Cares Philadelphia (current) | Non-profit | Not applicable |
| Venatorx Pharmaceuticals, Inc. (prior) | Private | Not applicable |
Expertise & Qualifications
- Audit committee financial expert designation based on qualitative assessment of education and public-company CEO and CFO experience; strengthens financial reporting oversight .
- Public-company leadership at ViroPharma and Idera/Aceragen and accounting background at KPMG underpin risk management and audit oversight capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Vincent Milano | 107,898 | * | As of Feb 10, 2025; percent is less than 1% |
| Options Held (as of Dec 31, 2024) | 90,125 | N/A | Outstanding stock options count |
| RSUs Held (as of Dec 31, 2024) | 4,793 | N/A | Granted Jun 6, 2024; vest Jun 6, 2025 |
- Insider Trading Policy: Company prohibits directors/officers/employees from short sales, transactions in puts/calls, hedging, margin accounts, and pledging of company stock, reducing alignment risk from hedging/pledging .
Governance Assessment
-
Positive signals:
- Audit Chair and SEC-defined “financial expert” enhances audit quality, internal control oversight, and cybersecurity risk oversight at the committee level .
- Independence affirmed by the Board; all Audit Committee members are independent under Nasdaq and Rule 10A‑3 .
- Attendance: Board met 8 times in 2024 and each current director, including Milano, attended at least 75% of Board/committee meetings; independent directors held executive sessions, supporting effective oversight .
- Director pay structure blends cash retainer with annual option/RSU grants and includes an annual cap of $750,000, limiting excessive pay escalation risk .
- No Milano-related party transactions disclosed for 2023–2025; Audit Committee oversees related-person transaction reviews per policy .
-
Watch items:
- Multiple commitments: At least one other public company directorship (BioCryst) — monitor time commitments vis-à-vis Audit Chair responsibilities at Aclaris .
- Equity awards are time-based (options/RSUs) without disclosed performance metrics (e.g., TSR, revenue/EBITDA), typical for directors but reduces explicit performance linkage; rely on ownership, vesting, and anti-hedging/pledging policies for alignment .
- Change-in-control provisions allow potential acceleration at Board discretion; standard in biotech but acceleration can weaken long-term incentive alignment if triggered without continued service .
Board Governance
| Committee | Milano Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair (X*) | 6 | All members independent; Milano signed Audit Committee report; cybersecurity oversight included |
| Compensation | Member (Jan–Mar 2024) | 4 | Chair: Dr. Mehra; Committee independent; clawback policy oversight |
| Nominating & Corporate Governance | None listed | 4 | Governance effectiveness monitoring and executive sessions noted |
Fixed Compensation
| Policy Element | Amount ($) | Applicability |
|---|---|---|
| Board annual cash retainer | 40,000 | All non-employee directors |
| Board Chair additional retainer | 30,000 | Board Chair |
| Lead Independent Director additional retainer | 25,000 | Lead Independent Director |
| Audit Committee member/chair | 7,500 / 12,500 | Committee service |
| Compensation Committee member/chair | 7,500 / 12,500 | Committee service |
| Nominating & Corporate Governance member/chair | 4,500 / 4,500 | Committee service |
| Research & Development Committee member/chair | 6,000 / 8,000 | Dissolved Dec 31, 2024 |
Performance Compensation
| Parameter | Value | Notes |
|---|---|---|
| Annual continuing director equity FV | Up to $320,000 or FV of 60,500 options | 70% options / 30% RSUs; options vest monthly over 12 months; RSUs vest at 1 year |
| Initial director equity FV | Up to $640,000 or FV of 121,000 options | 70% options / 30% RSUs; options vest over 36 months; RSUs vest over 3 years |
| Option exercise price policy | Closing price on grant date | Option term 10 years |
| Annual cap (cash + equity) | $750,000 | Per fiscal year per non-employee director |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 10, 2025) | 107,898 shares; <1% of outstanding |
| Options outstanding (Dec 31, 2024) | 90,125 options |
| RSUs outstanding (Dec 31, 2024) | 4,793 RSUs |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Overall, Milano’s independence, Audit Chair role, and “financial expert” designation are aligned with robust financial oversight, while attendance and executive sessions support effective board functioning .
- Director compensation is structured with modest cash retainers and capped equity grants, providing alignment through time-based vesting, though lacking explicit performance metrics typical for director pay; anti-hedging/pledging rules help maintain alignment .
- No Milano-related party transactions were disclosed for 2023–2025; the Audit Committee oversees related-person transaction approvals under a formal policy, mitigating conflict risks .