Patrick Fabbio
About Patrick Fabbio
Independent director since January 2, 2018; seasoned biotech finance executive (CFO roles at Progenics Pharmaceuticals, WindMIL Therapeutics; prior finance leadership at electroCore, NPS Pharmaceuticals, Catalent, Ikano; senior roles at Sanofi; Corporate Controller at Biomatrix). Education: B.B.A. in Accounting (Pace University) and M.B.A. in Finance (NYU Stern); Certified Public Accountant (New Jersey). Serves as Audit Committee Chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| Progenics Pharmaceuticals, Inc. (public) | Chief Financial Officer | Joined Nov 2015 (CFO role prior to 2020) | Public biotech CFO experience; capital markets and governance exposure |
| WindMIL Therapeutics (private) | Chief Financial Officer | Since March 2020 | Private oncology cell therapy CFO; operational finance leadership |
| electroCore LLC (private) | Chief Financial Officer | Prior to Nov 2015 | Bioelectric medicine; private company finance leadership |
| NPS Pharmaceuticals, Inc. (public) | Vice President, Finance | Prior to acquisition by Shire | Rare disease finance leadership; M&A exposure |
| Catalent Pharma Solutions Inc. | Vice President, Finance | Prior | Large-scale pharma services finance |
| Ikano Therapeutics Inc. | Chief Financial Officer | Prior | Early-stage CFO responsibilities |
| Sanofi | Senior corporate finance, commercial, transactional roles | Prior | Big pharma finance and transactions |
| Biomatrix Inc. (public; acquired by Genzyme) | Corporate Controller | Prior | Public company reporting controls |
External Roles
- No other public-company board directorships disclosed for Fabbio in company filings; his roles are executive (CFO) positions at other companies rather than director seats.
Board Governance
- Independence: Board has determined Patrick Fabbio is independent under Nasdaq rules.
- Committee assignments: Audit Committee member and Chair; compensation and nominating committees exist but Fabbio is cited as Audit Chair.
- Audit Committee financial expert: Fabbio designated as the audit committee financial expert.
- Years of service on BYSI board: Since January 2, 2018.
- Attendance rate: Not disclosed in available filings.
- Lead Independent Director and executive session practices: Not disclosed in available filings.
Fixed Compensation
| Component | Terms | As-of Source |
|---|---|---|
| Annual cash retainer (Board) | $40,000 (pro-rated for partial year) | Director Agreement amended July 1, 2020 |
| Committee cash retainers | Audit: $8,000 ($16,000 if chair); Compensation: $6,000 ($12,000 if chair); Nominating & Governance: $4,000 ($8,000 if chair) | Amended July 1, 2020 |
| Equity—annual director grant | Non-qualified stock options to purchase 10,000 shares at start of each fiscal year; vest on 1st anniversary | Amended July 1, 2020 |
| Equity—initial grant (new directors) | 20,000 options; vest in 3 equal annual installments over 3 years | Director Agreement |
| 2024 Director Compensation (BYSI) | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Patrick Fabbio | 56,000 | 7,400 | 63,400 |
| (ASC 718 grant-date fair value; excludes forfeiture estimates) |
Notes:
- Fabbio’s 2024 cash fees of $56,000 align with $40,000 board retainer + $16,000 Audit Chair fee.
Performance Compensation
| Equity Award Type | Grant cadence | Vesting schedule | Performance metrics tied to vesting | Change-in-control and termination terms |
|---|---|---|---|---|
| Non-qualified stock options (director) | Initial 20,000 (first year); annual 10,000 thereafter; occasional ad‑hoc committee grants | Initial: 3 annual tranches; Annual: cliff at 1 year; ad‑hoc committee grants as specified in approvals | None disclosed (options are time-based for directors) | Unvested options may vest upon certain change-in-control conditions per plan/award agreements; standard post-termination exercisability and forfeiture terms outlined in plan documents |
Specific historical grants (Fabbio):
- Annual options: 10,000 (Jan 1, 2021, $12.20, expiring 01/01/2031); 10,000 (Jan 1, 2022, $4.53, expiring 01/01/2032); 15,000 (Feb 10, 2023, $2.68, expiring 02/10/2033).
- Ad‑hoc committee grants: 10,000 (Mar 7, 2022, $1.99, expiring 03/07/2032).
- Additional director options reflected in Form 3: 5,000 ($11.03, expiring 08/01/2030); 25,000 ($0.9835, expiring 05/08/2033); 10,000 ($0.90, expiring 01/01/2034).
Plan terms (summary):
- If options not assumed in change of control, unvested options vest at closing; if assumed and director terminated without cause within 12 months, unvested options vest with limited exercise window; standard death/disability acceleration of next tranche; forfeiture for cause; standard post-termination exercise windows.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts disclosed |
|---|---|---|
| None disclosed | — | No related-party directorship interlocks identified for Fabbio in filings; Audit Committee (chaired by Fabbio) reviews related-party transactions. |
Expertise & Qualifications
- CPA (New Jersey), deep public-company finance and controls; public CFO experience; M&A and capital markets exposure; audit committee chair and financial expert designation.
Equity Ownership
| Item | Amount | As-of / Notes |
|---|---|---|
| Ordinary shares owned directly (Form 3) | 24,592 | Reported Dec 31, 2024 |
| Breakdown per FY 2023 filing | 19,592 restricted shares (all vested) + 5,000 purchased in open window = 24,592 | FY 2023 20-F footnote (5) |
| Options vested and unexercised | 75,000 | As of Dec 31, 2024 |
| Options unvested | 10,000 (vesting Jan 1, 2025) | As of Dec 31, 2024 |
| Total options outstanding (per Form 3 enumeration) | 85,000 (75k vested + 10k unvested) | Dec 31, 2024 |
| Shares outstanding (reference for % ownership) | 40,322,320 | Record Date Jul 25, 2025 (for AGM) |
| Ownership % (direct shares/OS) | ~0.061% (24,592 / 40,322,320) | Computed from cited figures |
| Pledged shares | None disclosed | — |
Insider filings summary:
- Initial Section 16 filing (Form 3) on Dec 31, 2024 listed 24,592 ordinary shares and seven option grants with exercise prices/expirations as shown.
Compensation Structure Analysis
- Shift from restricted shares to options: Pre-2020 director equity was restricted shares with 3-year vesting; amended July 1, 2020 to annual stock options vesting in one year—greater alignment with market-practice and clearer at-risk equity (but time-based, not performance-based).
- Cash vs. equity mix (2024): Cash fees ($56k) exceed option grant fair value ($7.4k), reflecting heavier cash component due to committee chair responsibility; annual option grant remains modest.
- Use of discretionary/ad‑hoc option grants: 2022 ad‑hoc committee option grants (10,000) indicate episodic equity recognition for special committee service.
- Performance metrics in director pay: None disclosed; director options are time-based.
Related Party Transactions (Conflict indicators)
- The Audit Committee, chaired by Fabbio, is responsible for reviewing and approving related-party transactions, mitigating conflict risk. No Fabbio-specific related-party transactions are disclosed.
Risk Indicators & Red Flags
- Hedging/pledging: No pledging disclosed for Fabbio.
- Legal proceedings/SEC investigations: None disclosed pertaining to Fabbio.
- Committee independence: Board confirms independence; note that another director (Delaney) had a consulting relationship in 2021–2022, but Audit Committee independence was excepted only for that period and not for Fabbio.
- Option repricing/tax gross-ups: Not disclosed for directors.
- Say-on-pay: Not applicable historically as foreign private issuer; not disclosed in reviewed filings.
Compensation Peer Group (Benchmarking)
- Not disclosed for director compensation in reviewed filings.
Say-on-Pay & Shareholder Feedback
- Not disclosed in reviewed filings; company historically filed as a foreign private issuer.
Governance Assessment
- Strengths: Long-tenured independent director with deep finance/audit background; Audit Committee Chair and designated financial expert; director pay structure emphasizes modest annual options and standard cash retainers; ownership demonstrates some alignment (direct shares plus vested options).
- Watch items: Director equity is time-based without explicit performance metrics; overall ownership is small as a % of outstanding; no disclosure on attendance rates. No specific conflicts identified; Audit Committee oversight of related-party transactions is a mitigating factor.