Robert Bancroft
About Robert Bancroft
Robert Bancroft, age 60, was appointed AEON’s President, Chief Executive Officer, Principal Executive Officer, and Director (Class I) effective April 29, 2025 . He previously led Revance Therapeutics’ Therapeutics business (Aug 2021–Feb 2024), held SVP Strategic Development at Smith & Nephew (2013–2015), and served as CEO of neuroimaging SaaS company QMENTA . He holds a B.S. in Biology from Indiana University and an MBA from USC . During his tenure to date, AEON emphasized advancing ABP-450 biosimilar development, securing financing to extend runway into Q2 2026, and scheduling an FDA Type 2a meeting; specific TSR, revenue growth, or EBITDA growth metrics tied to his tenure have not been disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Revance Therapeutics | General Manager, Therapeutics | 2021–2024 | Led therapeutic neuromodulator business through sale of the unit to Crown Labs in Feb 2024 . |
| Smith & Nephew | SVP Strategic Development | 2013–2015 | Corporate development and strategy leadership at a global medtech firm . |
| QMENTA | Chief Executive Officer | Not disclosed | Guided company through COVID-19 period and led successful post-seed financing . |
External Roles
No current external public company boards or committee roles were disclosed for Bancroft in AEON’s 2025 proxy or appointment 8-K .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $425,000 | Annual, reviewed at least annually; may be increased, not decreased . |
| Target Annual Bonus | 50% of base salary | Prorated for 2025 based on start date; tied to corporate and individual performance goals . |
| Benefits | Executive benefits and expense reimbursement | Standard senior executive plan participation; D&O indemnification . |
Performance Compensation
Bancroft participates in AEON’s annual discretionary incentive plan; payouts are based on corporate and individual KPIs determined by the Board (specific metrics/weightings not disclosed) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (corporate + individual KPIs) | Not disclosed | 50% of base salary | Not disclosed | Board discretion | Paid within 2.5 months after year-end if earned; 2025 prorated . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | No shares reported for Bancroft; “–” in stock ownership table . |
| Anti-Hedging Policy | Company prohibits hedging/derivatives that offset decreases in AEON stock value . |
| Clawback Policy | Dodd-Frank compliant recovery of erroneously paid incentive compensation for Section 16 officers . |
| Pledging | No pledging disclosures for Bancroft; anti-hedging policy in place . |
| Ownership Guidelines | Corporate Governance Guidelines reference stock ownership expectations; specific CEO multiple not disclosed . |
Planned inducement equity awards on commencement:
- Options: 59,034 options, 4-year vesting (25% on each annual anniversary of start date); exercise price equals NYSE American closing price on grant date; accelerates to fully vested if terminated without cause/for good reason within 2 months prior to or 6 months after a change in control .
- RSUs: 177,103 RSUs, 4-year vesting (25% on each annual anniversary of start date); accelerates fully under same change-of-control conditions .
Vesting schedule implications and potential selling pressure:
- First tranche vests on the one-year anniversary of start (25% of each award), with subsequent annual tranches; standard blackout periods apply under AEON’s insider trading policy (specific windows not disclosed) .
Employment Terms
| Term | Key Provisions | Source |
|---|---|---|
| Employment Start | Effective April 29, 2025; appointed CEO and Class I Director . | |
| At-Will | Employment is at will; terminable by either party at any time . | |
| Good Reason (examples) | Material reduction in title/duties/comp; relocation >30 miles or revocation of remote flexibility; failure to re-nominate to Board while willing to serve; material breach by Company . | |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 6 months base salary; 50% of target bonus; 6 months COBRA or cash equivalent; subject to release . | |
| Severance (CIC window) | If termination occurs within 2 months prior to or within 6 months after a CIC: 12 months base salary (lump sum if within 6 months post-CIC); 100% of target bonus; 12 months COBRA; equity acceleration per inducement awards . | |
| 280G “Best Pay” | Cut or pay in full based on better after-tax outcome under excise tax rules . | |
| 409A | Structured to comply; 6-month delay if “specified employee” . | |
| Non-Solicit | Two-year post-termination non-solicitation in PIIA; confidentiality obligations survive . | |
| Arbitration | JAMS arbitration; mutual waiver of jury; class action waiver; FAA governs . | |
| Inducement Plan | 2025 Employment Inducement Plan adopted; 1,000,000 shares reserved; awards used for new hires; S-8 to be filed . | |
| Related Party | No related person transactions with Bancroft disclosed upon appointment . |
Board Governance
- Board service: Appointed Class I Director on April 29, 2025; current term runs to the 2027 annual meeting . Committee memberships for 2024 show CEO not serving on audit/comp/nom-gov committees; Compensation Committee chaired by Jost Fischer; Audit chaired by Shelley Thunen; Nom-Gov chaired by Robert Palmisano .
- Board leadership structure: Independent Chairman (Jost Fischer) and separate CEO; Lead Independent Director functions performed by the Chairman; reduces dual-role concentration risks (CEO not Chair) .
- Director pay: Employee directors (including CEO) receive no additional board compensation; non-employee director cash/equity program detailed separately .
Investment Implications
- Alignment: Base salary below prior CEO level with meaningful at-risk bonus and sizable multi-year equity inducement grants that vest annually, supported by anti-hedging and clawback policies—positive for pay-for-performance alignment .
- Retention and pressure points: Annual 25% vesting of options/RSUs beginning one year post-start creates predictable vest events that can coincide with potential insider sales after blackout windows; double-trigger CIC acceleration raises sensitivity to strategic transactions .
- Governance: Separation of Chair and CEO mitigates dual-role concerns; CEO is not on key committees, preserving independent oversight of compensation and audit matters .
- Contract economics: Severance is moderate (6 months base + 50% bonus; 12/100% in CIC window) versus typical small-cap biotech norms; inclusion of 280G “best pay” and 409A-compliant mechanics reduces tax/deferral risks .
- Ownership: No reported personal shareholdings at appointment (inducement grants pending S-8) suggest initial alignment will rely on equity awards rather than existing ownership; monitor grants and subsequent Form 4s for accumulation vs. liquidity behavior .