Eric Carter
About Eric Carter
Eric Carter, Ph.D., M.D., age 73, is an independent Class II director at AEON, serving since the July 21, 2023 business combination; he is nominated for re‑election to a term ending at the 2028 annual meeting . He is a seasoned biopharma executive and board member, with prior C‑suite roles at Allergan and King Pharmaceuticals and board service at Adverum Biotechnologies; he holds a B.Sc. in Biochemistry (University of London), a Ph.D. in Biochemistry (University of Cambridge), and an M.D. (University of Miami) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | SVP, Chief Medical Officer; Global Head of Clinical & Non‑Clinical Development | 2011–2015 | Helped lead through significant growth until acquisition by Actavis in 2015 |
| King Pharmaceuticals | Chief Scientific Officer; Head of R&D; Chief Medical Officer | 2007–2011 | Company acquired by Pfizer in 2011 |
| GlaxoSmithKline | Increasing responsibility in global clinical development and medical affairs | 2001–2007 | Development leadership roles |
| Alder BioPharmaceuticals | Interim Chief Medical Officer | Apr 2018–Jan 2019 | Executive transition role |
| Pharmacia | Began pharmaceutical career | 1993 | Early career foundation |
| Academia (UNC School of Medicine; UCLA Fielding School of Public Health; UC Berkeley) | Faculty | Prior to industry | Academic research/teaching |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IACTA Pharmaceuticals | Chief Medical Officer | Since Apr 2021 | Executive leadership |
| Visgenx | Director; Chair of Scientific Advisory Committee | Since Jan 2022 | Scientific oversight |
| Bioniz Therapeutics | Director; Chair of Scientific Advisory Committee | Mar 2016–Feb 2022 | Scientific oversight |
| Adverum Biotechnologies, Inc. (public) | Director | Sep 2017–May 2021 | Public board experience |
Board Governance
- Board structure: Classified board; Carter is Class II and nominated for re‑election to 2028 .
- Independence: Board determined Carter is independent under NYSE American rules .
- Committee assignments:
- Audit Committee – Member (Chair: Shelley Thunen); all members financially literate .
- Compensation Committee – Member (Chair: Jost Fischer) .
- 2024 attendance: Board met 16x; Audit 5x; Compensation 2x; N&CG 1x. All incumbent directors attended at least 80% of their meetings in 2024 .
- Executive sessions: Non‑management and independent directors meet in executive session regularly (at least annually) .
| Committee | Role | Chair? |
|---|---|---|
| Audit | Member | No (Chair: Thunen) |
| Compensation | Member | No (Chair: Fischer) |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $45,000 | Standard cash retainer |
| Audit Committee Member Retainer | $7,500 | Non‑chair member fee |
| Compensation Committee Member Retainer | $5,000 | Non‑chair member fee |
| Total Cash Fees (Carter) | $57,500 | Matches reported “Fees Earned” for 2024 |
Performance Compensation
| Award Type | Grant Date (2024) | Units (Carter) | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Stock Options | Mar 2024 | 226 | Included in total options FV below | Monthly over 1 year; accelerates on change in control |
| One‑time Retention Stock Options | Aug 2024 | 1,337 | Included in total options FV below | Equal monthly over 18 months |
| One‑time Retention RSUs | Aug 2024 | 501 | Included in total stock awards FV below | 100% at 2nd anniversary |
| Total Option Awards (2024) | 1,563 | $431,070 | Aggregate option fair value reported for Carter | |
| Total Stock Awards (2024) | 501 | $30,042 | Aggregate RSU fair value reported for Carter |
2024 director equity included additional retention grants, signaling a focus on board continuity during a volatile period .
Other Directorships & Interlocks
| Company | Public/Private | Role | Period |
|---|---|---|---|
| Adverum Biotechnologies, Inc. | Public | Director | 2017–2021 |
| Visgenx | Private | Director; Chair, Scientific Advisory Committee | Since 2022 |
| Bioniz Therapeutics | Private | Director; Chair, Scientific Advisory Committee | 2016–2022 |
Expertise & Qualifications
- Advanced scientific and medical credentials: B.Sc. (Biochemistry, Univ. of London), Ph.D. (Biochemistry, Univ. of Cambridge), M.D. (Univ. of Miami) .
- Deep industry leadership across R&D, clinical development, and CMO roles at Allergan and King; development leadership at GSK; interim CMO at Alder .
- Public company board experience (Adverum) and current scientific oversight roles (Visgenx) .
Equity Ownership
| Metric | Amount | As‑of Date |
|---|---|---|
| Beneficial Ownership (SEC definition) | 1,333 shares (issuable upon option exercise within 60 days); <1% | Apr 21, 2025 |
| Unvested RSUs (director) | 501 | Dec 31, 2024 |
| Options Outstanding (ABP 2019 Plan) | 290 | Dec 31, 2024 |
| Options Outstanding (2023 Plan) | 2,494 | Dec 31, 2024 |
| Anti‑Hedging Policy | Prohibits hedging transactions in AEON securities | Policy in place |
No pledging disclosed; Section 16(a) filings were timely for 2024 for directors and officers .
Governance Assessment
-
Strengths
- Independent director with relevant therapeutic and R&D expertise; serves on both Audit and Compensation Committees, supporting oversight breadth .
- 2024 attendance met the company’s 80%+ threshold across Board/committees, supporting engagement .
- Director cash compensation aligns with policy formula (“building‑block” retainer + committee fees) and is modest in cash terms ($57.5k) .
- Company prohibits hedging; Section 16(a) compliance indicates baseline governance hygiene .
-
Watch items / potential RED FLAGS
- Related‑party exposure: Eric Carter maintained a consulting agreement; in 2024 he received an additional option grant of 113 shares for clinical services (vests 25% annually over 4 years). While the Board still deems him independent, this dual relationship can create perceived conflicts and should be monitored for scope and remuneration alignment .
- Elevated equity weighting to directors in 2024 via one‑time retention option and RSU grants (on top of the annual grant) increases at‑risk equity but also raises questions on pay structure shifts; ensure future cycles revert to standard cadence absent special circumstances .
-
Contextual notes
- Audit Committee composition includes an “audit committee financial expert” (Thunen), with Carter as a financially literate member; this supports financial oversight effectiveness .
- Board experienced significant corporate activity (leadership transitions, financing with strategic partner Daewoong); director retention awards appear designed to stabilize governance through the cycle .
Related Party Exposure (Specifics)
- Eric Carter Consulting Agreement: AEON previously entered a consulting agreement for services related to clinical programs; in 2024, the board approved options to purchase 113 shares for Carter under this agreement (vests 25% on each of the first four anniversaries) .
Director Compensation (Detail)
| Category (2024) | Eric Carter |
|---|---|
| Fees Earned or Paid in Cash | $57,500 |
| Stock Awards (RSUs) – Grant‑Date FV | $30,042 |
| Option Awards – Grant‑Date FV | $431,070 |
| Total | $518,612 |
Program schedule: Director cash retainer $45,000; Audit member +$7,500; Comp member +$5,000; Chair adders not applicable; equity grants comprised of initial/annual options and 2024 special retention awards .
Board & Committee Activity (Attendance Context)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 16 | All incumbent directors attended ≥80% |
| Audit Committee | 5 | Oversees ERM/financial risk and related‑party transactions |
| Compensation Committee | 2 | Oversees executive comp and clawback policy administration |
| Nominating & Corporate Governance | 1 | Board composition, evaluations, governance guidelines |
Other Notes
- Election status: Carter is a Class II nominee for election at the June 13, 2025 annual meeting to a term ending at the 2028 meeting .
- Independence reaffirmed in 2025 proxy (4 of 7 directors independent, including Carter) .
- Clawback policy applies to Section 16 officers; directors are overseen via committee charters and governance guidelines .
Overall, Carter brings deep therapeutic development and public board experience, with active service on key oversight committees. The ongoing consulting arrangement (with equity consideration) is the principal governance watch item despite the Board’s independence determination; continued transparency on scope, approvals via disinterested directors/Audit Committee, and alignment with market norms will be important to maintain investor confidence .