Michael Gerard
About Michael Gerard
Michael Gerard, J.D., is Cabaletta Bio’s General Counsel and Secretary, serving as an executive officer since 2021; he was 45 years old as of April 28, 2025 and 44 as of April 4, 2024 . Prior to Cabaletta, he was Associate General Counsel at Spark Therapeutics (2020–2021) and held senior legal roles at Sandoz (Novartis) focused on Business Development & Licensing, Strategy and Portfolio; earlier roles include Assistant General Counsel at Aramark and litigation posts at Morrison & Foerster and K&L Gates . He is centrally involved in Cabaletta’s securities law compliance and capital markets activity, acting as S-3 notice contact, receiving SEC correspondence, and being named as attorney-in-fact for Section 16 filings on other insiders’ POAs, reinforcing his governance and compliance remit . During his tenure, company-level pay-versus-performance disclosures show significant TSR variability (value of a fixed $100 initial investment: $245.41 in 2023 vs. $24.54 in 2024) and net losses of $67.68 million in 2023 and $115.86 million in 2024; the company also disclosed no commercial revenue in 2023–2024, consistent with development-stage operations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Spark Therapeutics | Associate General Counsel | 2020–2021 | Led legal support at a gene therapy company; contributed to corporate legal matters and transactions |
| Sandoz (Novartis) | Executive Director, Associate General Counsel, BD&L, Strategy & Portfolio | 2013–2020 | Senior legal leadership in business development/licensing and portfolio strategy for generics/biosimilars |
| Aramark | Assistant General Counsel | Not disclosed | Corporate counsel responsibilities (years not specified in proxy) |
| Morrison & Foerster; K&L Gates | Litigator | Not disclosed | Litigation experience in New York (years not specified in proxy) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Gerard |
Fixed Compensation
- Compensation specifics (base salary, target bonus %) for Michael Gerard are not individually disclosed in Cabaletta’s 2024–2025 proxies; he is an executive officer but not among the named executive officers whose detailed compensation is reported .
- Company-wide benefits applicable to employees and executive officers include 401(k) with Safe Harbor matching up to 4% of eligible pay (2024 plan year), term life insurance and long-term disability premiums paid by the company, flexible spending accounts, and paid time off; no defined benefit pension plans or SERP are sponsored .
Performance Compensation
- Company’s annual cash incentive program is determined by achievement versus predefined annual corporate objectives and individual performance; detailed metric weightings and target bonus rates are disclosed for named executive officers only, not for the General Counsel .
- Compensation Recovery Policy (clawback) adopted September 12, 2023 applies to current and former executive officers (including Gerard): in the event of an accounting restatement, the company must recover incentive-based compensation received in the preceding three years to the extent in excess of amounts computed on the restated figures, subject to limited exceptions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership (Michael Gerard) | Not itemized in 2025 beneficial ownership table; Gerard is included among executive officers, but only named executives and directors are individually listed . |
| Group ownership (all directors and executive officers) | 6,213,257 shares (11.25% of outstanding) as of April 28, 2025 . |
| Aggregated holdings (CFO, Gerard, CBO) as of April 4, 2024 | Combined 50,000 shares and 759,760 options exercisable within 60 days held by Anup Marda (CFO), Michael Gerard (GC), and Arun Das (CBO) per footnote (15) . |
| Trading, hedging, pledging policy | Insider trading policy prohibits short sales, put/call derivatives, hedging, margin accounts, and pledging; any exception requires audit committee approval, and none have been approved to date . |
| Lock-up (offering) | Gerard signed a 60-day lock-up agreement in connection with the June 12, 2025 offering; “sell or offer to sell” includes pledge/hypothecation, swaps, or transfers, limiting near-term insider sales pressure following the offering . |
| Equity plans | Participation under the 2019 Stock Option and Incentive Plan and ESPP is available company-wide; outstanding and available share pools are disclosed at the company level, not per Gerard . |
Employment Terms
- Employment agreement terms (severance, change-in-control, vesting acceleration) are disclosed for named executive officers only and are not provided for the General Counsel in the proxy; Gerard’s specific severance/change-in-control economics are not disclosed .
- Governance and compliance responsibilities: Gerard is listed as company contact for S-3 matters and cc’d on SEC acceleration requests, and serves as attorney-in-fact for Section 16 filings pursuant to POAs—indicating accountability for securities compliance and insider reporting processes .
- Code of Business Conduct and Ethics and insider trading policy apply to Gerard, including preclearance for trading and Rule 10b5-1 plan constraints; board committees oversee reporting channels and whistleblower procedures .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (value of fixed $100 investment) | $245.41 | $24.54 |
| Net Income (loss, $ millions) | $(67.68) | $(115.86) |
| Revenue | No commercial revenue disclosed for 2023–2024 (development-stage) |
Risk Indicators & Red Flags
- Clawback policy compliant with SEC/Nasdaq standards (reduces adverse incentive risk) .
- Explicit prohibitions on hedging/pledging/margin mitigate misalignment and forced liquidation risks .
- No related party transactions involving executives above materiality thresholds were disclosed since January 1, 2023 .
- Temporary post-offering lock-up suggests reduced near-term insider sale risk; however, absence of itemized individual ownership detail for Gerard in 2025 limits visibility into exact “skin in the game” .
Compensation Structure Analysis
- Pay-for-performance alignment for NEOs features corporate objective scoring and individual achievements; executive compensation uses equity-heavy mix via options under the 2019 Plan, consistent with development-stage biotech incentives; Gerard’s specific mix and targets are not disclosed, constraining direct benchmarking .
- Use of independent compensation consultant (Radford) indicates structured benchmarking and peer-informed practices at the company level .
Say-on-Pay & Shareholder Feedback
- 2025 proxy introduced advisory votes on NEO compensation and frequency; board recommends annual say-on-pay frequency; vote outcomes are not included in the proxy and are filed post-meeting on Form 8-K .
Expertise & Qualifications
- Education: B.A. in Political Science, University of Michigan; J.D., Cornell Law School .
- Technical/legal expertise: Corporate, BD&L, and securities law compliance in biopharma; Section 16 reporting oversight via POA authority .
- Industry experience: Biotech and pharma legal leadership across gene therapy and generics; governance support at Cabaletta .
Investment Implications
- Alignment: Prohibitions on hedging/pledging and a 60-day post-offering lock-up reduce short-term insider selling pressure and potential misalignment, supportive for governance-sensitive investors .
- Transparency: Lack of itemized beneficial ownership for Gerard (only aggregated with CFO/CBO in 2024 and group-level in 2025) limits precision of “skin-in-the-game” analysis; additional Form 4 monitoring would improve visibility on retention/selling pressure .
- Execution risk: Company-level TSR swung sharply between 2023 and 2024 and net losses widened in 2024 amid development-stage status with no revenue, underscoring financing and clinical execution dependencies; Gerard’s capital markets and compliance role is pivotal as Cabaletta navigates funding and regulatory milestones .