Shawn Tomasello
About Shawn Tomasello
Independent director at Cabaletta Bio (CABA) since July 2023; Age 66 as of April 28, 2025; B.S. in Marketing (University of Cincinnati) and MBA (Murray State University). Former commercial leader across cell/gene therapy and hematology-oncology, including Kite Pharma CCO (Yescarta launch) and Pharmacyclics CCO (Imbruvica) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoRegen, Inc. (private) | Chief Executive Officer | Jan 2025 – Apr 2025 | CEO of private company; brief tenure disclosed in 2025 proxy |
| Kite Pharma | Chief Commercial Officer | 2015 – 2018 | Led global commercialization of Yescarta; spanned Gilead’s $11.9B acquisition (Oct 2017) |
| Pharmacyclics | Chief Commercial Officer | Aug 2014 – Aug 2015 | Led commercial & medical affairs for Imbruvica; across AbbVie’s $21.0B acquisition (Aug 2015) |
| Celgene | President, Americas Hematology & Oncology | Prior to 2014 | Five successful product launches across 11 indications; role in acquisitions |
| Genentech | National Director of Hematology (Rituxan) | ~14 years (prior to Celgene) | National commercial leadership for Rituxan |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 4D Molecular Therapeutics (NASDAQ: FDMT) | Director | Nov 2020 – Present | Current public company directorship |
| Centrexion Therapeutics (private) | Director | 2017 – Present | Current private company board |
| AlloVir (NASDAQ: ALVR) | Director | Mar 2022 – Mar 2025 | Former public board |
| Gamida Cell (NASDAQ: GMDA) | Director | Jun 2019 – 2024 | Former public board |
| TCR2 Therapeutics (NASDAQ: TCRR) | Director | – Jun 2023 | Former public board |
| UroGen Pharma (NASDAQ: URGN) | Director | – 2022 | Former public board |
| Mesoblast (NASDAQ: MESO) | Director | – Aug 2022 | Former public board |
| Clementia Pharmaceuticals | Director | n/d | Former public/biopharma board |
| Diplomat Pharmacy | Director | – 2020 | Former public board |
| Abeona Therapeutics (NASDAQ: ABEO) | Director | – 2020 | Former public board |
| Principia Biopharma | Director | – 2020 | Former public board |
| Various private boards | Director/Committee member | n/a | Service on Compensation, Nominating & Corporate Governance, Compliance, and Transaction committees (various) |
Board Governance
- Independence: Board has determined all directors except the CEO are independent (includes Ms. Tomasello) .
- Committees: Compensation Committee member (Chair: Mark Simon); Science & Technology Committee member (Chair: Catherine Bollard) .
- Attendance: In 2024, each director attended 90%+ of board and applicable committee meetings; 9 board meetings held . In 2023, each director attended 75%+; 9 board meetings held .
- Executive sessions: Independent directors meet in executive session at virtually every board meeting .
- Lead Independent Director: Not disclosed; Chair and CEO roles combined per governance framework .
Fixed Compensation
| Component | Policy Detail (2024) | Policy Detail (2025) | Ms. Tomasello 2024 Actual |
|---|---|---|---|
| Board cash retainer | $40,000 | $40,000 | Included in fees |
| Audit Committee (Member/Chair) | $7,500 / $15,000 | $10,000 / $20,000 | n/a |
| Compensation Committee (Member/Chair) | $5,500 / $11,000 | $6,250 / $12,500 | Member ($5,500) |
| Nominating & Corporate Gov. (Member/Chair) | $5,000 / $10,000 | $5,000 / $10,000 | n/a |
| Science & Technology (Member/Chair) | $7,500 / $15,000 | $7,500 / $15,000 | Member ($7,500) |
| Total cash fees (2024 actual) | — | — | $53,000 (Board $40,000 + Comp $5,500 + S&T $7,500) |
Notes: No per-meeting fees; cash paid quarterly in arrears .
Performance Compensation
| Equity Element | 2023 Value | 2024 Value | Vesting/Structure | Notes |
|---|---|---|---|---|
| Option awards (grant-date fair value) | $486,513 | $181,810 | Initial option: 44,000 shares, vests quarterly over 3 years; Annual option: 22,000 shares, vests by next AGM/1-year | |
| Unvested option shares outstanding (12/31/24) | — | 47,667 | Time-based vesting | Aggregate unvested “shares outstanding” reported for directors |
| Aggregate options held (12/31/24) | — | 66,000 | Time-based | Aggregate option count as of year-end 2024 |
- Director equity program: Initial one-time option (44,000) at appointment; annual option (22,000) at each AGM; vesting as above; intended to align directors with shareholders .
Other Directorships & Interlocks
- Compensation Committee Interlocks: CABA discloses none; no officer/director cross-service interlocks involving CABA executives and Ms. Tomasello .
- Related-party transactions: None involving directors/executives/5% holders above $120,000 since Jan 1, 2023/2022 (as applicable) –.
Expertise & Qualifications
- Domain expertise: Commercialization of cell/gene therapies and hematology-oncology (Yescarta, Imbruvica); senior roles at Genentech, Celgene, Pharmacyclics, Kite .
- Education: B.S. (University of Cincinnati); MBA (Murray State University) .
- Board qualifications: Experience on Compensation, Nominating & Corporate Governance, Compliance, and Transaction committees across public/private biopharma boards .
Equity Ownership
| Metric | Amount | As-of Date |
|---|---|---|
| Total beneficial ownership (shares) | 47,667 | Apr 28, 2025 |
| Ownership as % of outstanding | 0.09% | Apr 28, 2025 (outstanding 50,743,101) |
| Unvested option shares | 47,667 | Dec 31, 2024 |
| Aggregate option awards held | 66,000 | Dec 31, 2024 |
| Shares pledged as collateral | Prohibited absent Audit Committee approval (no pledges disclosed) | Policy |
Policy prohibits short sales, hedging, and pledging without advance Audit Committee approval; 10b5-1 plan governance adopted; no director hedging/pledging disclosures indicated .
Governance Assessment
- Alignment and incentives: Cash fees modest; equity via options provides long-term alignment. However, small personal stake (0.09%) limits immediate “skin-in-the-game”; unvested options are sizable relative to holdings, driving retention but potentially increasing sensitivity to volatility .
- Independence and oversight: Independent; serves on Compensation and Science & Technology committees; no interlocks; no related-party transactions; independent comp consultant (Radford) supports committee independence .
- Engagement: Board/committee attendance strong (≥90% in 2024); independent director executive sessions at virtually every meeting enhance governance .
- Risk controls: Robust insider trading, anti-hedging/pledging policies; clawback policy adopted in Sept 2023 for executives (broader governance tone) .
- External load/time commitment: Extensive multi-board history; currently on at least two boards (FDMT, Centrexion). Short CEO stint at a private company in 1H25. No attendance deficiencies disclosed, but ongoing monitoring of commitments advisable in a resource-constrained issuer (CABA disclosed going-concern risk and need for capital in 2025) .
RED FLAGS
- Low direct ownership (0.09%) vs. equity-heavy option-based compensation; may limit immediate downside alignment .
- Multiple external roles (public/private) could pose time-commitment risk; mitigate through continued high attendance and transparent committee workload .
Positive Signals
- Independent; no related-party dealings; strong attendance; service on key committees; significant commercialization expertise in CABA’s modality-adjacent domains .