Mark Reisenauer
About Mark Reisenauer
Mark L. Reisenauer (age 60) is Assertio’s Chief Executive Officer and a director; he joined the Board effective January 2, 2025 and was appointed CEO on October 27, 2025, continuing as a director . He holds a B.A. in Political Science from the University of Wisconsin and has 30+ years of oncology and specialty commercialization experience, including growing Astellas U.S. Commercial sales to nearly $5 billion and leading major franchise launches and lifecycle strategies . Company performance context: for FY2024 Assertio reported net product sales of $120.8 million, adjusted EBITDA of $17.1 million, and operating cash flow of $26.4 million; cumulative TSR value of an initial $100 investment was $40 as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astellas Pharmaceuticals Inc. | President, U.S. Commercial; previously SVP, Oncology Business Unit | 2021–2024; 2011–2021 | Oversaw Marketing, Sales, Market Access for Oncology/Specialty/Hospital; grew sales to nearly $5B; built U.S. Oncology commercial franchise |
| Micromet Inc. (acquired by Amgen) | SVP, Chief Commercial Officer | 2007–2011 | Led commercial launch and pipeline development |
| Abbott Laboratories | Divisional VP & GM, Neuroscience; GM, Oncology | 2002–2007 | Led global commercialization, licensing, and R&D strategy for oncology; co-chaired Oncology Therapeutic Executive Committee |
| Pharmacia; Bristol-Myers Squibb; Zeneca Pharmaceuticals | Various roles | Earlier career | Commercial leadership roles across large-cap pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Autolus Therapeutics | Commercial Launch & Medical Affairs Advisory Board member | Since 2024 | Advisory capacity in cell therapy commercialization |
| PhRMA Trade Association | Board of Directors | 2021–2024 | Industry policy/governance experience |
Fixed Compensation
| Element | 2025 | Notes |
|---|---|---|
| Base Salary | $800,000 | Per CEO offer letter dated Oct 27, 2025 |
| Target Annual Cash Bonus | 85% of base salary | Not eligible for a cash bonus for remainder of 2025 |
| Initial Equity Grants | Stock options: 1,000,000; RSUs: 500,000 | Granted under 2014 Plan; one-third vests annually over 3 years |
| Director Fees (non‑employee baseline) | Board retainer $55,000; Chair +$50,000; committee chair/member retainers per policy | Director fees apply to non‑employee directors; policy levels shown for context |
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Net Product Sales | Part of corporate financial goals (50% total financial bucket) | $120.8M (100% target) | $120.8M → 100% payout | Straight-line interpolation; contributes to corporate multiplier | Annual bonus plan for NEOs (structure applies; CEO 2025 not eligible for cash bonus) |
| Operating Cash Flow | Part of corporate financial goals | $21.4M (100% target) | $26.4M → 200% payout | Straight-line interpolation | Annual bonus plan |
| Adjusted EBITDA | Part of corporate financial goals | $26.5M (100% target) | $17.1M → 0% payout | Straight-line interpolation | Annual bonus plan |
| Business Goals (Product, Growth/R&D, People/Culture/Compliance) | 50% total corporate bucket | 100%/100%/100% benchmarks | 100% / 100% / 92% | Weighted roll-up to corporate multiplier | Annual bonus plan |
| Corporate Payout Multiplier | — | 99% computed | Reduced to 95% at committee discretion | Applies to NEO target bonuses | Annual after year-end |
Long-term incentives: RSUs and stock options typically vest one-third annually over three years; 2024 policy used 50/50 RSU/options and a $2/share floor to manage dilution; CEO initial grants follow three-year time-based vesting, not performance-based .
Equity Ownership & Alignment
| Item | Detail | Status/Amount |
|---|---|---|
| Beneficial Ownership (as of Mar 13, 2025) | Shares owned; exercisable within 60 days; % of outstanding | “—” shares; “—” exercisable; less than 1% |
| Shares Outstanding (Record Date) | Common shares | 95,773,083 |
| Initial CEO Equity (Oct 2025) | Options; RSUs | Options: 1,000,000; RSUs: 500,000; each vests one-third annually over 3 years |
| Ownership Guidelines (Execs) | CEO 4x salary; Other NEOs 2x salary | 5-year compliance window from role start |
| Ownership Guidelines (Directors) | 3x annual Board cash retainer | 5-year compliance window |
| Anti‑Hedging/Pledging | Short sales, hedging, pledging prohibited | Company insider trading policy prohibits pledging and hedging |
| Clawback | SEC/Listing-compliant clawback of excess incentive comp on restatement; misconduct recoupment | Board adopted policy Oct 2, 2023; 3-year lookback for restatements |
Note: As of March 13, 2025, the proxy ownership table shows “—” for Reisenauer’s holdings; subsequent CEO equity grants were authorized in October 2025 and will vest over time .
Employment Terms
| Provision | Non‑CIC Qualifying Termination | Change in Control Period (Double Trigger) |
|---|---|---|
| Cash Severance | 18 months base salary continuation | Lump sum: 2x base salary + 2x target bonus |
| Health Benefits | Company-paid COBRA for 18 months (or until ineligible) | Company-paid COBRA for up to 24 months (or until ineligible) |
| Bonus Earned Prior Year | Paid when Company pays executives generally | Paid when Company pays executives generally |
| Outplacement | Up to 3 months, max $5,000/month | Up to 3 months, max $5,000/month |
| Equity | No automatic acceleration (outside CIC) | 100% acceleration of unvested options/RSUs/other LTIs; performance awards per agreement or at target; if termination pre‑CIC and awards forfeited, cash payment equal to forfeited award value |
Board Governance
| Attribute | Detail |
|---|---|
| Board Chair and CEO roles | Separated; Chair is independent (Heather L. Mason); CEO is a director (Reisenauer) |
| Independence (April 2025) | Board determined Reisenauer was “independent” under Nasdaq rules when serving as non‑employee director |
| Committee Memberships (April 2025) | Compensation Committee member; committee chaired by Sigurd C. Kirk |
| Attendance (2024) | Board met 9x; Compensation Committee met 5x; directors attended ≥75% of meetings (except one who resigned) |
| Director Compensation Policy | Cash retainers and annual RSU/option grants; new appointees after 2024 meeting received RSUs and options valued at $107,500 each, vesting annually over 3 years |
Dual-role implications: Upon becoming CEO while remaining a director, compensation committee independence requirements typically preclude executives from serving; committee composition may need updating to maintain independence best practices. Assertio maintains separation of Chair/CEO, which mitigates CEO/Chair concentration risk .
Director Compensation (for Mark’s Board Service)
| Element | Amount/Structure | Vesting |
|---|---|---|
| RSU Award on Appointment (Jan 2, 2025) | $107,500 grant value (using $2/share floor) | Vests annually over 3 years from grant date |
| Stock Option Award on Appointment | $107,500 grant value (peer‑average Black‑Scholes) | Vests annually over 3 years; exercise price at grant fair value |
| Cash Retainers (baseline policy) | Board $55,000; Chair +$50,000; Committee chair/member retainers: Audit $25k/$12.5k; Comp $20k/$10k; Nominating $15k/$6k | Paid quarterly in arrears |
Investment Implications
- Pay‑for‑performance linkage: Annual bonus uses clear financial metrics (net product sales, operating cash flow, adjusted EBITDA) with transparent targets and straight-line interpolation; 2024 corporate multiplier was reduced to 95% by discretion, indicating committee willingness to temper payouts when results are mixed .
- Retention and insider supply: CEO’s time‑based equity grants (1.5M combined options/RSUs) vest one‑third annually over three years, creating potential periodic supply from vesting but with anti‑hedging/pledging restrictions and stock ownership guidelines (CEO 4x salary within five years) that promote alignment and reduce forced selling risk .
- Change‑in‑control economics: Double‑trigger severance with 2x salary and bonus plus full equity acceleration (performance awards at target if not otherwise specified) can be a meaningful cost in M&A and may influence negotiation dynamics; non‑CIC severance of 18 months salary provides retention but adds fixed cost if turnover occurs .
- Governance quality: Separate Chair/CEO, codified independence standards, clawback policy, and anti‑hedging/pledging are positives; the CEO’s simultaneous board service requires vigilant committee independence stewardship (especially Compensation Committee) to maintain best‑practice governance .
- Execution history: Reisenauer’s prior track record scaling oncology businesses and managing launches at Astellas/Micromet/Abbott suggests strong commercial discipline; his October 2025 appointment aims to accelerate growth as Assertio enters 2026, with guidance updates flagged at Q3’25 results .