Daniel Tassé
About Daniel Tassé
Chief Executive Officer of DBV Technologies since November 2018 and a director since March 2019; age 65 as of April 15, 2025; B.Sc. in Biochemistry from Université de Montréal; fluent in French and English . Performance alignment indicators disclosed include Total Shareholder Return (TSR) and net income trends used in the pay-versus-performance table, with TSR declining from 95.63 to 19.31 over 2022–2024 and net losses persisting, informing compensation “actually paid” adjustments . External governance roles include Compensation Committee Chair at Regenxbio Inc. and prior leadership roles at Indivior plc (Lead Independent Director, Interim Chair, Audit Chair), HLS Therapeutics, and Bellerophon Therapeutics, underpinning domain expertise in biopharma operations and governance .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR | 95.63 | 59.55 | 19.31 |
| Net Income ($) | (96,274,000) | (72,710,000) | (113,918,000) |
| Compensation Actually Paid to PEO ($) | 2,948,035 | 978,122 | (656,084) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ikaria, Inc. | Chairman & CEO | 2008–2015 | Led company developing drugs/devices for critical care; Ikaria acquired by Mallinckrodt in April 2015 . |
| Alcresta Therapeutics, Inc. | Chairman & CEO | 2016–2018 | Pediatric-focused rare disease biotech leadership; operational and commercialization planning . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Regenxbio Inc. | Director; Compensation Committee Chair | 2016–present | Chair of compensation committee . |
| Indivior plc | Director; Lead Independent Director; Interim Chair; Audit Committee Chair | 2014–2021 | Multiple governance roles, including Audit Chair . |
| HLS Therapeutics | Director | 2018–2019 | Public Canadian pharma board service . |
| Bellerophon Therapeutics, Inc. | Director | 2014–2019 | U.S. biotherapeutics board service . |
Fixed Compensation
| Component | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 600,000 | 600,000 |
| All Other Compensation ($) | 83,130 | 13,805 | 119,703 (benefits $50,750; life insurance $37,457; tax gross-ups $30,512; commuting $984) | 36,020 (tax gross-ups/reimbursements) |
Notes:
- CEO fixed annual compensation set at US$600,000 by the Board on November 14, 2018; unchanged through 2025 .
- Perquisites include tax equalization and reimbursement for tax/legal consultations and residence expenses in France .
Performance Compensation
| Component | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Annual Bonus (Non-Equity Incentive) ($) | 456,000 | 456,000; Board noted 100% objectives achieved equivalent to USD 600,000 variable compensation for 2022; conversion effects disclosed | 600,000 | 348,000; Board noted 58% objectives achieved (approved ex post at AGM) |
| Stock Awards ($) | — | — | — | — |
| Option Awards ($) | 1,291,836 | 1,717,835 | 1,084,802 | 488,126 |
Plan design and metrics (current policy):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Qualitative (clinical/BLA/preclinical) | 35% | Not numerically disclosed | Not numerically disclosed | Part of annual bonus; 2024 overall achievement 58% | Annual bonus paid per achievement; options generally 4-year vest 25% annually post-2022 |
| Quantitative (liquidity/investments) | 35% | Not numerically disclosed | Not numerically disclosed | As above | As above |
| Marketing/capacity/people | 30% | Not numerically disclosed | Not numerically disclosed | As above | As above |
Policy mechanics:
- Annual bonus maximum equals 150% of annual fixed compensation; no bonus if overall objectives achievement <50% .
- Executive bonus eligibility generally ranges 40%–150% based on Board-set yearly objectives .
- Clawback: Dodd-Frank-compliant policy in place (approved November 20, 2023) and SOX 304 reimbursement applicability .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Daniel Tassé | 1,361,693 | <1% (“*” denotes less than 1%) |
Outstanding Equity Awards (FY End 2024):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price (EUR) | Expiration | Notes |
|---|---|---|---|---|---|
| 11/29/2018 | 350,000 | — | 30.02 | 11/29/2028 | Performance conditions apply . |
| 05/24/2019 | 150,000 | — | 16.99 | 05/24/2029 | Performance conditions apply . |
| 11/24/2020 | 274,000 | — | 4.16 | 11/24/2030 | — |
| 11/22/2021 | 205,000 | 68,500 | 5.87 | 11/22/2031 | — |
| 11/21/2022 | 382,193 | 382,193 | 3.00 | 11/21/2032 | 4-year vest, 25% annually from Nov 2022 . |
| 11/20/2023 | 202,418 | 607,254 | 2.00 | 11/20/2033 | 4-year vest, 25% annually . |
| 12/04/2024 | 813,200 (exercisable) | — | 0.85 | 12/04/2034 | — |
Vesting policy:
- Pre-Nov 2022 grants: 25% after 12 months, remaining vests in six equal semi-annual installments; some options contingent on clinical performance conditions .
- From Nov 2022: 4-year grant with 25% vesting each year .
Trading and pledging:
- Hedging by insiders prohibited under Securities Trading Policy; explicit anti-pledging language not disclosed in proxy excerpts reviewed .
Ownership guidelines:
- CEO required to retain a “significant number of Ordinary Shares” per Board methods; specific multiple not disclosed .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment & Role | Executive agreement as “mandataire social” in November 2018; eligible for equity grants and annual bonus; CEO since Nov 2018; director since March 2019 . |
| Tenure & Mandate | CEO mandate: indeterminate term; Director term expires at 2026 meeting approving financials; no employment contract; no service agreement; notice period not applicable; revocation per law; severance commitments referenced . |
| Severance (base) | Upon termination “without cause” or for “good reason”: 18 months base salary + target bonus at 100% achievement; paid over 12 months if outside change-of-control; lump sum if in connection with change-of-control . |
| Severance Conditions | Payment subject to Board-confirmed achievement of all: (i) Viaskin Peanut approval in a major market; (ii) EPIT pipeline with three ongoing clinical trials; (iii) six months’ cash runway based on last quarter spend . |
| Bonus Policy | Annual variable compensation criteria (qualitative/quantitative) set by Board; maximum 150% of fixed; zero if <50% achievement . |
| Clawback | SOX 304 and Dodd-Frank compliant clawback policy adopted Nov 20, 2023 . |
| Perquisites | Tax equalization; reimbursement for tax/legal consultations; coverage of residence expenses in France . |
Board Governance
- Independence: Board determined all directors other than Mr. Tassé are independent under Nasdaq rules; French law treats Daniel Tassé, Michael J. Goller and Maïlys Ferrère as non-independent . Dual-role implications: Mr. Tassé serves as CEO and director but not Chairman—mitigating concentration of power concerns; nevertheless, he is non-independent as an executive .
- Committees: CEO not a member of Board committees. Committee composition: Audit (Chair: Timothy E. Morris; members: Adora Ndu, Daniele Guyot‑Caparros), Compensation (Chair: Julie O’Neill; members: Michel de Rosen, Daniel B. Soland), Nominating & Governance (Chair: Michael J. Goller; members: Michel de Rosen, Maïlys Ferrère, Ravi M. Rao) .
- Executive sessions: independent directors meet regularly in executive sessions .
Director compensation framework:
- Policy: €100,000 annual for each director (excluding Chairman and CEO); additional €20,000 for Audit Chair; €10,000 for Compensation Chair; €10,000 for Nominating Chair; €5,000 for committee memberships; attendance gating at 90% threshold; total annual budget increased from €800,000 to €900,000 subject to AGM approval (2025) .
- Actual 2024 non-employee director fees (USD, converted): e.g., Michel de Rosen $167,968; committee fees reflected; CEO and Bpifrance representative receive no director pay .
Equity Incentive Plan Mechanics
- Options granted at or above fair market value; plan capacity limits; Board administers vesting and may modify certain option terms including extending post-termination exercise period (with optionees’ consent) under the 2025 plan proposal .
Say-on-Pay & Shareholder Feedback
- 2025 Combined General Meeting: shareholders approved all resolutions, including CEO ex post compensation resolution and ex ante compensation policies for 2025 .
Risk Indicators & Red Flags
- Persistent net losses and falling TSR during 2022–2024, potentially challenging pay-for-performance optics .
- Tax gross-ups in “All Other Compensation” (e.g., $36,020 in 2024; $30,512 in 2023), generally viewed unfavorably by some investors .
- Beneficial ownership <1%, implying limited “skin in the game” despite large option holdings; mitigated by ownership retention requirements but quantitative threshold not disclosed .
- Board authority to modify outstanding options (e.g., extend post-termination exercise) could be viewed cautiously, though modifications require optionees’ consent and are within legal frameworks .
- Hedging prohibited; pledging policy not explicitly disclosed in excerpts reviewed .
Compensation Structure Analysis
- Mix shift: Heavy reliance on stock options vs. RSUs/PSUs for CEO; option awards continue to be material though reduced in 2024 vs 2023, aligning with long-term value creation incentives .
- At-risk pay: Annual bonus outcomes vary with objective achievement (100% in 2022; 58% in 2024), indicating sensitivity to operational milestones .
- Benchmarking: Company benchmarks compensation against similarly sized U.S. and French biopharma companies, indicating market-aware structures .
Investment Implications
- Alignment and retention: Significant unexercised option overhang with multi-year vesting schedules and clinical performance conditions create retention incentives; however, sub-1% beneficial ownership and tax gross-ups may temper perceived alignment .
- Event risk: CEO severance is sizable and subject to stringent performance preconditions; change-of-control payouts are lump sum, which can affect transaction economics and bargaining dynamics .
- Governance quality: CEO is not Chairman and sits outside committees; Board maintains majority independence and regular executive sessions, with clear clawback policy—supportive signals for oversight amid clinical/regulatory execution risk .
- Performance sensitivity: Declining TSR and continued losses juxtaposed with reduced CAP in 2024 suggest the pay-versus-performance framework is functioning; future payouts hinge on Viaskin Peanut approvals, liquidity management, and commercialization milestones per 2025 metrics .