Robert Palmisano
About Robert Palmisano
Robert “Bob” Palmisano, age 80, has served as an independent Class I director of AEON since July 21, 2023 (closing of the business combination with Priveterra), and currently chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee . He is a 40+ year medtech operator, previously Chairman & CEO of Priveterra Acquisition Corp. (the SPAC that merged with AEON) and former CEO of Summit Technology, MacroChem, IntraLase, ev3, and Wright Medical Group N.V., with multiple public listings and large-capitalization exits . The Board has affirmatively determined he is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Priveterra Acquisition Corp. | Chairman & Chief Executive Officer | Dec 2020–Jul 21, 2023 | Led SPAC that combined with AEON |
| Summit Technology Inc. | President & Chief Executive Officer | 1997–2000 | Company later acquired by Alcon |
| MacroChem Corporation | President & Chief Executive Officer | 2001–2003 | Specialty pharma operator role |
| IntraLase Corp. | President & Chief Executive Officer | 2003–2007 | Took public in 2004 ($340m post-money); sold to Advanced Medical Optics in 2007 ($800m equity value) |
| ev3 Inc. | Chief Executive Officer | 2008–2010 | Sold to Covidien in 2010 (~$2.6b equity value) |
| Wright Medical Group N.V. | President & Chief Executive Officer | 2011–2020 | Sold to Stryker in 2020 (~$4.7b equity value) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avedro, Inc. | Director (prior) | Not disclosed | Prior public company board |
| ev3 Inc. | Director (prior) | Not disclosed | Prior public company board |
| Osteotech, Inc. | Director (prior) | Not disclosed | Prior public company board; parenthetical (NYSE: MDT) appears in proxy text |
| Advanced Medical Optics | Director (prior) | Not disclosed | Prior public company board |
| Entellus Medical, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Bausch & Lomb | Director (prior) | Not disclosed | Prior public company board |
Board Governance
- Independence: Board determined Palmisano is independent under NYSE American rules .
- Classification/Term: Class I director; term expires at the 2027 annual meeting .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation Committee .
- Attendance: In 2024, each then-serving director attended at least 80% of Board/committee meetings; Board met 16x, Audit 5x, Compensation 2x, Nominating & Corporate Governance 1x .
- Executive sessions: Non-management directors meet regularly; independent directors meet in private at least annually .
Committee Memberships and Roles
| Committee | Role | Independence standard met? |
|---|---|---|
| Nominating & Corporate Governance | Chair | Yes (committee independence affirmed) |
| Compensation Committee | Member | Yes (committee independence affirmed) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $45,000 | Director Compensation Program |
| Nominating & Corporate Governance Chair Retainer | $7,500 | Director Compensation Program |
| Compensation Committee Member Retainer | $5,000 | Director Compensation Program |
| 2024 Fees Earned (Cash) | $57,500 | Actual paid to Palmisano in 2024 |
Performance Compensation (Director)
| Award Type | Grant Details | Vesting / Triggers | 2024 Grant-Date Fair Value |
|---|---|---|---|
| Annual Option (Program) | Target grant-date FV ~$150,000 | Vests in full on first anniversary or next annual meeting, subject to service | N/A (program design) |
| Initial Option (Program) | Target grant-date FV ~$180,000 | Vests in 3 equal annual installments, subject to service | N/A (program design) |
| One-time Retention Option (Aug 2024) | 1,337 options (each non-employee director, excluding Park) | Monthly vesting over 18 months; service-based | Included in 2024 option value |
| Annual Director Option (Mar 2024) | 226 options (each non-employee director, excluding Park) | Monthly vesting over 12 months; accelerates on change in control | Included in 2024 option value |
| RSUs (Director) | Not specified by grant date in proxy | Not specified; RSU totals disclosed | $30,042 (Palmisano 2024) |
| Options (Director) | As above | As above | $313,998 (Palmisano 2024) |
- Change-in-control: Awards to non-employee directors vest on a change in control under the 2023 Plan .
- Consultant usage: Compensation Committee did not engage Compensia or other consultant in 2024 to conserve funds, a potential benchmarking gap .
Other Directorships & Interlocks
- Prior public company boards: Avedro, ev3, Osteotech, Advanced Medical Optics, Entellus Medical, Bausch & Lomb .
- SPAC affiliation: Palmisano was Chairman & CEO of Priveterra Acquisition Corp., the SPAC that combined with AEON; despite this prior relationship, the Board determined he is independent .
Expertise & Qualifications
- Medtech operator with IPO and M&A track record: IntraLase IPO ($340m post-money) and sale to Advanced Medical Optics ($800m equity value); ev3 sale to Covidien ($2.6b equity value); Wright Medical sale to Stryker ($4.7b equity value) .
- Broad C-suite leadership across devices/biopharma; governance experience across multiple public boards .
Equity Ownership
| Item (as of Apr 21, 2025) | Amount | Notes |
|---|---|---|
| Shares owned (record) | 31,459 | Direct holdings |
| Options exercisable within 60 days | 1,015 | Included in beneficial ownership |
| Total beneficial ownership | 32,474 | Less than 1% of outstanding |
| % of shares outstanding | <1% | 10,646,615 shares outstanding at 4/21/2025 |
| Unvested RSUs at 12/31/2024 | 501 | Director holdings disclosure |
| Options outstanding at 12/31/2024 (2019 Plan / 2023 Plan) | 0 / 2,381 | Director holdings disclosure |
| Anti-hedging policy | Prohibits hedging transactions by directors | Insider Trading Compliance Policy |
- Pledging: No explicit pledging prohibition disclosure in the proxy; anti-hedging policy is disclosed .
- Ownership guidelines: No director stock ownership guidelines disclosed in the cited sections; not found in the proxy excerpts above .
Governance Assessment
-
Strengths:
- Independence affirmed; chairs Nominating & Corporate Governance and serves on Compensation—positions that align with his deep operating/board experience .
- Adequate engagement: ≥80% attendance; Board met frequently in 2024 (16 meetings), reflecting active oversight .
- Clear committee independence and charters; enterprise risk oversight delineated, including cybersecurity updates via Audit Committee .
- Anti-hedging policy in place; robust related-party transaction policy administered by Audit Committee or disinterested directors .
-
Watch items / potential red flags (governance optics):
- Prior SPAC sponsor relationship (Chairman & CEO of Priveterra) could be perceived as a tie, though the Board determined independence .
- One-time retention option grant to all non-employee directors in Aug 2024 (in addition to annual grants) materially increased director equity pay (Palmisano 2024 options FV $313,998 vs cash $57,500) .
- Compensation Committee did not retain an external consultant in 2024 “to conserve funds,” potentially limiting independent market benchmarking .
- No explicit disclosure of director stock ownership guidelines; pledging policy not specified in the cited sections (hedging is prohibited) .
Director Compensation (2024 actuals)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $57,500 |
| Stock Awards (RSUs) | $30,042 |
| Option Awards | $313,998 |
| Total | $401,540 |
The Director Compensation Program provides: $45,000 annual retainer; $7,500 Nominating Chair; $5,000 Compensation Committee member; plus equity grants (initial ~$180k options vesting over 3 years; annual ~$150k options vesting by next annual meeting or 1 year) .
Board Governance Details (meeting cadence and independence)
| Item | Detail |
|---|---|
| Board meetings (2024) | 16 |
| Audit Committee meetings (2024) | 5 |
| Compensation Committee meetings (2024) | 2 |
| Nominating & Corporate Governance meetings (2024) | 1 |
| Attendance threshold met | Each then-serving director attended ≥80% |
| Independence determination | Palmisano independent under NYSE American rules |
Related-Party Transactions (context)
- Policy: Audit Committee or disinterested directors review and approve/ratify related person transactions; independence impacts are considered for non-employee directors in such transactions .
- Disclosures in proxy emphasize Daewoong financing and designee appointment; no specific related-party transaction disclosed involving Palmisano in the cited sections .
Shareholder Voting and Engagement Signals
- June 13, 2025 annual meeting: Election of Class II directors (Fischer and Carter) and auditor ratification; no say-on-pay on the ballot in the disclosed results .
- Executive sessions of independent directors occur regularly (minimum annual) .
Performance Metrics in Director Pay
- Director equity awards are time-based (options/RSUs); no explicit performance metrics (e.g., TSR, EBITDA) disclosed for non-employee director equity in 2024 .
Summary Implication for Investor Confidence
- Palmisano brings extensive medtech M&A and public markets experience and leads the governance committee as an independent director, which supports board effectiveness .
- Equity-heavy 2024 director compensation (including a one-time retention option grant) warrants monitoring for alignment and potential dilution, especially given the lack of a 2024 compensation consultant engagement .
- Prior SPAC sponsor role with AEON’s predecessor may be an optical concern, but independence was formally affirmed; attendance and committee work indicate engagement .