Marc Forth
About Marc Forth
Marc Forth (age 54) is a Class III director of AEON Biopharma, Inc., serving on the board since 2023, with his current term scheduled to expire at the 2026 annual meeting . He previously served as AEON’s President and Chief Executive Officer from December 2019 until April 4, 2025, before transitioning to director-only status . Forth holds a B.S. in Business Administration from California State University, Fresno and a Graduate Marketing Certification from Southern Methodist University; his core credentials include leading commercialization of therapeutic and medical dermatology products at Allergan, notably Botox therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AEON Biopharma, Inc. | President & CEO; Director | Dec 2019–Apr 4, 2025; Director since 2023 | Led AEON as CEO through development of ABP-450; resigned Apr 4, 2025; continues as Class III director |
| ABP Sub Inc. (Old AEON subsidiary) | Chief Executive Officer | Starting May 2019 | Pre-merger leadership of operating subsidiary |
| Allergan plc | SVP & Division Head, U.S. Neurosciences, Urology & Medical Dermatology | Feb 2014–May 2019 | Responsible for commercialization of Botox for therapeutic uses |
| Allergan plc | VP, Sales & Marketing Urology | Feb 2011–Feb 2014 | Urology portfolio leadership |
| Allergan plc | VP, Specialty Therapeutics | Jul 2008–Feb 2011 | Specialty therapeutics marketing |
| Allergan plc | Various roles (U.S. Aesthetics; Global Strategic Marketing) | Jun 2003–Jul 2008 | Focus on Botox Cosmetic and global strategy |
| TAP Pharmaceutical Inc. | Sales & Marketing roles | Pre-2003 | Specialty pharma (Urology, Oncology, Gynecology, GI) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed for Forth in AEON’s proxy biography . |
Board Governance
- Board class and term: Class III; term ends at the 2026 annual meeting .
- Independence: AEON’s board determined four directors (Fischer, Carter, Palmisano, Thunen) are independent; Forth is not listed among independent directors (i.e., not independent as of the proxy) .
- Committee memberships: Forth is not currently listed as a member or chair of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Board leadership: Chairman Jost Fischer (independent) functions as Lead Director; CEO is Robert Bancroft .
- Attendance: In FY2024, the board met 16 times; each incumbent director then-serving attended at least 80% of board and committee meetings .
| Committee | Members | Chair |
|---|---|---|
| Audit | Shelley Thunen; Eric Carter; Jost Fischer | Shelley Thunen |
| Compensation | Jost Fischer; Eric Carter; Robert Palmisano | Jost Fischer |
| Nominating & Corporate Governance | Robert Palmisano; Shelley Thunen | Robert Palmisano |
| Marc Forth | Not a member of these committees | — |
Fixed Compensation
| Component | 2024 Amount/Term | Notes |
|---|---|---|
| Base Salary (as CEO) | $550,000 | Annual base salary for 2024 . |
| Target Bonus % (as CEO) | 100% of base salary | Per employment agreement; discretionary plan based on KPIs . |
| Actual Bonus Paid (2024) | $0 | No annual bonus for 2024; resigned Apr 4, 2025 . |
| Director Cash Retainer (2024) | $0 | As an employee director in 2024, Forth received no board fees; director program exists for non-employee directors . |
Severance provisions (employment agreement, pre-resignation):
- If terminated without cause or resigned for good reason: 12 months of base salary; pro-rated annual bonus at target; 12 months of company-paid health coverage; subject to release and covenants .
- Section 280G “best pay” cutback (pay in full or reduce to avoid excise tax, whichever better after-tax) .
- Non-solicit: two years post-termination; confidentiality standard .
Performance Compensation
| Metric/Instrument | Terms | Grant Date | Quantity/Value | Strike/Price | Vesting |
|---|---|---|---|---|---|
| 2024 Stock Awards (RSUs fair value) | ASC 718 grant-date fair value | 2024 | $392,557 | — | See RSU grants below . |
| 2024 Option Awards (fair value) | ASC 718 grant-date fair value | 2024 | $4,102,042 | — | See option grants below . |
| Annual Options (2024) | 4-year vest (25% annually) | Mar 19, 2024 | 2,951 options | $1,036.80 (post-split) | 25% on each of first four anniversaries . |
| Retention RSUs (2024) | One-time retention grant | Aug 31, 2024 | 6,538 RSUs | — | 100% on 2nd anniversary (Aug 31, 2026) . |
| Retention Options (2024) | One-time retention grant | Aug 31, 2024 | 17,446 options | $59.76 (post-split) | Equal monthly vesting over 18 months . |
| Earlier Options (2019–2022) | Legacy awards converted; repriced at split | 2019–2022 | Various (e.g., 13,481; 4,501; 3,035/1,012; 2,649/2,650; 1,348/1,349) | $720.00 (post-split) | 25% annually over 4 years; expirations 2029–2032 . |
Bonus performance metrics (program design):
- AEON’s 2024 discretionary bonus plan tied to KPIs: corporate development milestones; operational milestones; IPO/financing milestones; 2024 budget metrics; product development milestones; awards at board discretion .
Clawback & timing controls:
- Dodd-Frank/NYSE American-compliant clawback policy for Section 16 officers; recovery of incentive comp upon restatement .
- Equity award timing policy; exercise price = closing price on grant date; avoidance of MNPI timing .
Other Directorships & Interlocks
| Person | External Affiliation | Interlock/Conflict Note |
|---|---|---|
| Marc Forth | None disclosed | No other public company boards disclosed in proxy for Forth . |
| Board context (risk) | Daewoong noteholder & supplier | Daewoong provided $15M secured convertible notes and obtained a board seat (Seongsoo “Shawn” Park as Class III director); notes secured by first-priority lien; License Amendment includes $1 “Know-How” purchase right upon termination conditions—potential supplier influence on governance . |
Expertise & Qualifications
- 20+ years in neuromodulators and specialty therapeutics; led U.S. Neurosciences/Urology/Medical Dermatology at Allergan, commercializing Botox therapeutics .
- CEO experience at AEON and its operating subsidiary ABP Sub Inc., overseeing clinical/commercial strategy for ABP-450 .
- Business education and marketing credentials (CSU Fresno; SMU) aligned with commercialization expertise .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 39,429 shares | Less than 1% of 10,646,615 outstanding shares . |
| Direct shares | 972 | Shares held of record . |
| RSUs vesting within 60 days | 971 | Will vest within 60 days of Apr 21, 2025 . |
| Options exercisable within 60 days | 37,485 | Currently/exercisable within 60 days . |
| Ownership guidelines | Governance Guidelines include stock ownership topics; detailed multiples not disclosed in proxy . | |
| Hedging/Pledging | Anti-hedging policy prohibits hedging transactions for directors/officers; pledging not specifically addressed in proxy . |
Insider Trades
| Item | Status/Disclosure |
|---|---|
| Section 16(a) compliance | All required Section 16 reports for directors/officers filed on a timely basis for 2024, per AEON’s disclosure . |
| Form 4 details | Specific transaction-level Form 4 data for Forth not included in proxy; not disclosed in this document . |
Governance Assessment
- Independence: Forth is not classified as independent in AEON’s 2025 proxy, reflecting his recent tenure as CEO; this reduces pure independent oversight from his board seat and is a governance consideration for investor confidence .
- Committee engagement: He is not serving on Audit, Compensation, or Nominating & Corporate Governance Committees, limiting direct influence on key oversight areas (financial reporting, pay, nominations) .
- Attendance: The board met 16 times in 2024 and all incumbent directors then-serving met the ≥80% attendance threshold, supporting baseline engagement .
- Pay design and alignment: 2024 CEO pay included significant option awards (grant-date fair value $4.10M) and RSUs ($392.6K), plus retention grants with 18-month and 2-year vesting—suggesting emphasis on medium-term retention and option-based alignment; no 2024 bonus was paid, aligning cash with outcomes .
- Incentive governance: Robust clawback policy for incentive compensation and anti-hedging policy for insiders mitigate misalignment risks .
- Related-party exposure (Board-level RED FLAG): Daewoong is both AEON’s licensor/supplier and secured convertible noteholder with a board seat and first-priority lien; a license amendment includes a $1 “Know-How” purchase right upon certain termination conditions—this supplier-financing-board nexus is a material governance risk requiring vigilant Audit/Nominating oversight and clear conflict management .
- Severance/change-in-control terms: Forth’s employment agreement included 12 months salary continuation, pro-rated target bonus, 12 months health coverage, and 280G “best pay” provision—moderate protections with no tax gross-ups disclosed; market-standard but monitor for pay-for-performance consistency .
RED FLAGS
- Not independent as of proxy; recent CEO-to-director transition (monitor influence on compensation and strategy) .
- Daewoong as secured creditor, supplier, and board designee with special license termination rights (heightened related-party risk) .
Positive Signals
- No 2024 CEO bonus; clawback and anti-hedging policies in force; adequate meeting attendance; independent chair functioning as Lead Director .
Director Compensation (Program Context)
| Component | Cash | Equity | Notes |
|---|---|---|---|
| Annual Director Retainer | $45,000 | — | Non-employee directors; paid quarterly . |
| Chairman Retainer | $25,000 | — | Additional for chair . |
| Committee Chair Retainers | Audit $15,000; Comp $10,000; N&G $7,500 | — | Annual . |
| Committee Member Retainers (non-chair) | Audit $7,500; Comp $5,000; N&G $2,500 | — | Annual . |
| Initial Grant (new director) | — | Option ≈ $180,000 FV | Vests over 3 years . |
| Annual Grant | — | Option ≈ $150,000 FV | Vests by next annual meeting/1-year . |
| 2024 Non-employee Director Grants | — | 226 options (annual); 1,337 options (retention); 501 RSUs (retention) | Vest monthly over 12–18 months; RSUs vest at 2 years; excludes Park . |
| Marc Forth (2024) | $0 | $0 | As employee director, no board fees; compensation reported under executive section . |
Notes on Say-on-Pay, Peer Group, and Shareholder Feedback
- AEON did not disclose say-on-pay outcomes, peer group composition, target percentiles, or shareholder proposal outcomes in the provided proxy sections; these items are not addressed in this document .