August Moretti
About August Moretti
August Moretti, 74, was appointed to the Cibus Board on November 18, 2024. He is a seasoned operating and finance executive across company growth stages, including public-company CFO roles; he is currently self-employed as a consultant. He holds a B.A. in Economics from Princeton University (1972) and a J.D. from Harvard Law School (1975) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 4D Molecular Therapeutics, Inc. | Chief Financial Officer | 2019 – September 2023 | Led finance at a clinical-stage biotherapeutics company |
| Assertio Therapeutics (Depomed, Inc.) | Chief Financial Officer | January 2012 – August 2018 | Specialty pharma (pain/neurology); public company finance and reporting |
| Alexza Pharmaceuticals, Inc. | Chief Financial Officer & Senior Vice President | Not disclosed | Pharmaceutical finance leadership |
| Alavita, Inc. | Chief Financial Officer & General Counsel | Not disclosed | Combined finance and legal leadership in personalized medicine |
| International Law Firm (unnamed) | Partner | Earlier career | Represented life sciences companies on financings, M&A, governance, disclosure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self-employed | Consultant | Current | Advisory capacity post-4DMT retirement |
His biography lists executive roles and current consultancy; it does not list other public company directorships .
Board Governance
- Independence: The Board determined Moretti is independent under Nasdaq and Rule 10A-3 .
- Committee assignments: Audit Committee member (Audit Chair: Mark Finn; members: Finn, Lehmann, Moretti, Walker). All Audit Committee members, including Moretti, are “audit committee financial experts” .
- Attendance: In 2024, the Board held 24 meetings; each director attended >75% of Board and committee meetings; independent directors meet in executive session at least quarterly .
- Other committees: Not listed as a member of Compensation (Prante chair; Finn, Lehmann) , Nominating & Corporate Governance (Finn chair; Lehmann, Prante, Walker) , or Strategy (Prante chair; Lehmann) .
- Lead Independent Director: Mark Finn .
Committee Summary
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Mark Finn | 9 | Financial reporting oversight; all members are audit committee financial experts |
| Compensation | Not a member | Gerhard Prante | 6 | Oversees executive/directory pay; engaged Aon as independent consultant |
| Nominating & Corporate Governance | Not a member | Mark Finn | 6 | Board composition, governance guidelines |
| Strategy | Not a member | Gerhard Prante | 3 | Strategy development oversight |
Fixed Compensation
| Metric | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $7,174 |
| Stock Awards (RSUs) | — (none) |
| Option Awards (Grant-Date Fair Value) | $47,516 |
| All Other Compensation | — |
| Total | $54,690 |
Director Policy: Annual cash retainer $60,000; chair retainers: Audit $15,000; Compensation $12,000; Nominating $10,000; Strategy $25,000; Lead Director $25,000. U.S.-domiciled non-employee directors receive annual option awards ($90,000 grant-date value, 10-year term); non-U.S. directors may elect RSUs ($90,000). Awards generally vest on the earlier of one year from grant or next annual meeting; newly appointed directors receive prorated awards .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual Equity Awards (Directors) | Options (~$90,000 grant-date value; 10-year term; time-based vesting on earlier of 1 year or next annual meeting) | No performance metrics; time-based vesting only |
No director bonuses, meeting fees, or performance-tied metrics are disclosed for non-employee directors; compensation consists of cash retainers and time-based equity awards .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Not disclosed | — | His biography does not list other public company directorships |
Expertise & Qualifications
- Audit Committee Financial Expert, meeting SEC and Nasdaq literacy/sophistication requirements .
- CFO experience across multiple public and private life science companies; prior legal practice in securities, governance, disclosure .
- Education: Princeton (B.A., Economics, 1972); Harvard Law School (J.D., 1975) .
Equity Ownership
As of March 24, 2025:
| Security | Shares Beneficially Owned | % of Class |
|---|---|---|
| Class A Common Stock | 14,733 (options exercisable within 60 days) | <1% |
| Class B Common Stock | — | — |
| Total Common (A + B) | 14,733 | <1% |
Policies:
- Hedging/derivatives: Prohibited for directors (no forwards, swaps, collars, exchange funds; no short selling or derivative transactions) .
- Pledging/margin: Generally restricted; no director/employee shares were pledged in 2024 to the Company’s knowledge .
Governance Assessment
- Strengths: Independent director and Audit Committee financial expert assignment; Audit Committee robust activity (9 meetings in 2024); Board met 24 times with >75% attendance per director; quarterly executive sessions of independents; strong insider trading/hedging/pledging restrictions; established related-party transaction approval policy; clawback policy aligned with SEC/Nasdaq Rule 10D-1 .
- Alignment: New director with time-based option grant; beneficial ownership limited (<1%) but option holdings (14,733 shares) provide some alignment; director compensation policy emphasizes equity for U.S. directors .
- Potential RED FLAGS: Board-supported proposals to reprice Chairman’s warrants and approve a Nasdaq-deemed “change of control” to enable additional potential capital raises involving the Chairman—investors may view this as governance risk even if motivated by liquidity needs; as a Board member, Moretti shares collective responsibility for such recommendations .
- Conflicts/Related-Party Exposure: No related-party transactions disclosed involving Moretti; company policy requires Audit Committee review of any related-person transactions >$120,000 .
Overall signal: Moretti’s deep CFO/legal background and Audit Committee role bolster financial oversight; governance policies on hedging/pledging and clawbacks support investor alignment, while Board handling of insider warrant matters warrants monitoring for perceived entrenchment or preferential treatment .