Joseph Palumbo
About Joseph Palumbo
Dr. Joseph M. Palumbo, age 65, has served as BioVie’s Chief Medical Officer since 2021 (appointed November 2021) with board-certified expertise in Psychiatry and Addiction Psychiatry; he holds a BA from the University of Pennsylvania and an MD from George Washington University, and completed NIH fellowship training and chief residency at Yale’s Ribicoff Clinical Neuroscience Research Unit . His prior track record includes leading successful global registrations at Johnson & Johnson (Risperdal, Concerta, Invega) and guiding Mitsubishi Tanabe’s registrational program for Radicava (edaravone) in ALS; he previously served as CMO at Zynerba Pharmaceuticals . BioVie’s financial profile during his tenure reflects a clinical-stage, loss-making company with improving losses in FY2025:
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| EBITDA | -27,023,600* | -44,851,071* | -31,950,208* | -17,836,823* |
| Net Income (Loss) | -26,084,468* | -50,255,815* | -32,120,533* | -17,542,120* |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zynerba Pharmaceuticals | Chief Medical Officer | Jul 2019 – Oct 2021 | Led clinical operations, development, regulatory, medical affairs . |
| Mitsubishi Tanabe Pharma (US & Japan) | Senior worldwide governance roles; led medical science & translational research | Apr 2012 – Jun 2019 | Guided successful registrational programs for Radicava (edaravone) in ALS . |
| Johnson & Johnson | Global Head & Franchise Medical Leader, Psychiatry; Interim Head, Global Neuroscience | Apr 2003 – Mar 2012 | Led teams achieving global registrations for Risperdal, Concerta, Invega . |
| Pharmanet | Head of Psychiatry & Neurology | Apr 2002 – Apr 2003 | Therapeutic leadership roles . |
| Sanofi-Synthélabo (Europe) | Industry roles | Apr 1999 – Apr 2002 | European pharma leadership roles . |
| Cephalon | Biotech role | Apr 1997 – Apr 1998 | Biotech experience . |
| Yale, Cornell, University of Pennsylvania | Senior leadership & hospital administration (academic research institutions) | Jul 1989 – Apr 2002 | Academic leadership and clinical neuroscience research . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Academy of Neurology | Fellow | N/A | Professional fellowship; numerous patents/publications . |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary | $560,000 | $560,000 |
| Cash Bonus (Actual) | $0 | $84,000 |
| Notes | Employment arrangements are at will . | Employment arrangements are at will . |
Performance Compensation
-
Design overview
- Equity awarded under the 2019 Omnibus Equity Incentive Plan (options and occasional RSUs); no separate LTIP with performance payout metrics disclosed; the company states it does not have other long-term incentive plans intended as performance incentives beyond options/RSUs .
- The 2019 Plan vests options/RSUs primarily on time-based schedules (details below); no automatic acceleration on change-in-control (treatment per award agreement or committee discretion) .
-
RSU awards outstanding (as of 6/30/2025):
- 100 RSUs outstanding for Dr. Palumbo; awarded 11/23/2022; initial 25% vested at grant, remainder vests in three equal annual installments beginning first anniversary .
-
Stock option awards outstanding (as of 6/30/2025):
| Grant date | Exercisable options | Unexercisable options | Strike | Expiration | Notes/Vesting terms |
|---|---|---|---|---|---|
| 02/01/2022 | 845 | 397 | $320.00 | 02/01/2032 | Options granted prior to Aug 20, 2021 vested at grant; Aug 20, 2021 grants: 20% at grant, remainder in 5 equal annual installments; Jun 7, 2023 grants: 25% at grant, remainder in 4 equal annual installments; CEO RSUs/Options in 2022-23 vest in 3 annual installments; RSUs 11/23/2022 vest 25% at grant then annually x3 . |
| 06/07/2023 | 180 | 120 | $578.00 | 06/07/2033 | See vesting schedules above . |
| 06/24/2024 | 1,040 | 520 | $47.40 | 06/24/2034 | See vesting schedules above . |
| 12/20/2024 | 514 | 1,028 | $19.00 | 12/20/2034 | See vesting schedules above . |
- Pay-for-performance metrics table (company-disclosed) | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Not disclosed | — | — | — | — | Time-based equity; no explicit performance goals disclosed for NEO awards . |
Equity Ownership & Alignment
- Beneficial ownership and guideline/policy context
- Beneficial ownership (as of 9/22/2025): 3,772 shares; includes options to purchase 2,579 shares and 100 RSUs exercisable/vestable within 60 days; <1% ownership . Shares outstanding: 7,535,080 (record date for 2025 meeting) .
- Beneficial ownership (as of 9/30/2024): 21,703 shares; includes options to purchase 11,517 shares within 60 days; <1% ownership .
- Anti-hedging policy prohibits trading in derivatives (e.g., puts, calls, short sales) on Company securities . Pledging and ownership guideline multiples not disclosed.
| Measure | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 21,703 | 3,772 |
| Ownership % of outstanding | <1% | <1% |
| Within 60-day convertible/vestable | 11,517 options | 2,579 options; 100 RSUs |
| Hedging policy | Anti-hedging restriction in place | Anti-hedging restriction in place |
| Pledging | Not disclosed | Not disclosed |
- Potential selling pressure and vesting calendar
- Dr. Palumbo holds multiple option grants with remaining unvested tranches extending to 2027; unvested awards generally forfeit on termination; vested options generally exercisable 90 days post-termination (1 year on death/disability) . The 2019 Plan amendment in 2025 increased the pool to 3,100,000 shares and extended plan duration, supporting continued equity issuance (potential dilution) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | At-will (no fixed term) . |
| Severance | Company discloses no severance/change-in-control cash arrangements for NEOs; no special payments upon termination/CIC . |
| Equity on termination | Vested options typically exercisable 90 days (1 year death/disability); unvested RSUs/options forfeited unless committee decides otherwise . |
| Change-in-control treatment | 2019 Plan has no automatic acceleration on CIC; treatment per award agreement or committee discretion . |
| Clawback / hedging / pledging | Anti-hedging policy in place; clawback/pledging not specifically disclosed in proxy . |
Say-on-Pay and Shareholder Votes
| Meeting | Proposal | For | Against | Abstain | Broker non-vote | Outcome |
|---|---|---|---|---|---|---|
| Nov 7, 2024 | Say-on-Pay | 3,004,131 | 108,126 | 87,430 | 1,657,025 | Approved . |
| Nov 10, 2025 | 2019 Plan amendment/restatement (increase to 3,100,000 shares) | 1,340,062 | 207,794 | 5,492 | 1,864,509 | Approved . |
Company Performance Context (during tenure)
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| EBITDA | -27,023,600* | -44,851,071* | -31,950,208* | -17,836,823* |
| Net Income (Loss) | -26,084,468* | -50,255,815* | -32,120,533* | -17,542,120* |
*Values retrieved from S&P Global
Additional Notes
- Section 16 filings: The Company noted late Form 4 filings for Dr. Palumbo on July 12, 2024 and January 7, 2025 (also noted for other insiders) ; similar mention for July 12, 2024 in the 2024 proxy .
- Board/committee governance: Independent Compensation Committee administers equity plans; all committees comprised solely of independent directors .
Investment Implications
- Pay design and alignment: Dr. Palumbo’s compensation is primarily fixed salary plus time-based equity with occasional cash bonus; there are no disclosed performance-conditioned payout metrics for his equity awards, reducing explicit pay-for-performance linkage at the individual award level .
- Vesting/selling pressure: Multiple unvested option tranches through 2027 create a calendar of potential supply; termination provisions (forfeiture of unvested, 90-day post-termination exercise for vested) influence timing risk, but no CIC auto-acceleration lowers event-driven overhang .
- Ownership/skin-in-the-game: Palumbo owns <1% of shares; while he holds options/RSUs, absolute share ownership is modest relative to outstanding shares; anti-hedging helps preserve alignment; pledging and ownership guideline multiples are not disclosed, limiting full alignment assessment .
- Dilution backdrop: The 2019 Plan share reserve increase to 3.1 million in 2025 signals continued reliance on equity for retention/incentives, adding potential dilution but supporting talent retention in a clinical-stage setting .
- Company fundamentals: Net losses narrowed in FY2025 from FY2024, consistent with clinical-stage variability; absence of revenue in reported SPGI feed underscores reliance on financing and successful clinical milestones to drive future value*.
*Values retrieved from S&P Global