Michael Amoroso
About Michael Amoroso
Michael Amoroso, age 47, has served as Precision BioSciences’ President, Chief Executive Officer, and Director since October 2021. He holds an Executive MBA from NYU Stern and a BA in Biological Sciences from Rider University, and previously led commercial and operational roles at Abeona Therapeutics (President/CEO and Chairman), Kite Pharma (SVP, Worldwide Commercial Operations for Cell Therapy), Eisai, and Celgene . Under his tenure, DTIL’s “compensation actually paid” tracks improvements in net income: 2024 net income of $7.2 million versus a 2023 net loss of $61.3 million, while the fixed $100 TSR measure declined from $30.67 (2023) to $10.67 (2024), reflecting sector-wide pressures noted by the company . He is not an independent director and serves under a governance structure where the Chair of the Board is independent and separate from the CEO role, mitigating dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abeona Therapeutics | President, CEO, Director; later Chairman | 2020–2021 | Led gene/cell therapy portfolio; ascended to Chairman in Oct 2021 |
| Kite Pharma (Gilead subsidiary) | SVP & Head of Worldwide Commercial Operations – Cell Therapy | 2018–2020 | Commercialized Yescarta globally; built operations for cell therapy pipeline |
| Eisai Inc. | Senior roles | 2017–2018 | Senior leadership contributions in pharma operations |
| Celgene Corporation | Senior roles | 2011–2017 | Cross-functional leadership in oncology and rare diseases |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Abeona Therapeutics | Chairman of the Board | 2021 | Appointed Chairman Oct 2021 following CEO tenure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $635,000 | $635,000 |
| Target Bonus (% of salary) | 60% | 60% |
| Actual Bonus Paid ($) | $381,000 (paid Feb 2024) | $400,050 (paid Jan 2025) |
Notes:
- 2024 corporate goal attainment was assessed at 120% but reduced to 105% due to stock price considerations; Amoroso’s bonus is 100% tied to corporate goals .
Performance Compensation
| Element | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate operational milestones (CTAs, approvals, first HBV patient dosed; BD deals) | 60% of salary | Corporate attainment set to 105% | $400,050 | N/A |
| RSUs (2024 grants) | Service-based RSUs | 319,480 RSUs | Granted | Grant-date fair value $3,216,563 | Equal tranches on 3 anniversaries from 1/20/2024 |
| RSUs (2023 grants) | Service-based RSUs | 26,666 RSUs | Granted | Grant-date fair value included in 2023 stock awards | Equal tranches on 3 anniversaries from 1/20/2023 |
| Options | Time-based options (multiple grants; largely underwater) | N/A | See strike prices in Equity Awards table | N/A | 25% at anniversary then quarterly over 36 months |
Compensation design and governance:
- Equity awards emphasize multi-year alignment; grants benchmarked by Aon vs peers; no tax gross-ups; no repricing without shareholder approval; no single-trigger vesting under the 2019 Plan .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership (as of 3/20/2025) | 152,572 shares (1.4% of outstanding) comprising 107,087 common, 42,068 options exercisable within 60 days, and 3,417 RSUs vesting within 60 days |
| RSUs Unvested (12/31/2024) | 111,217 (1/20/2024 grant); 208,263 (1/20/2024 grant); 17,776 (1/20/2023); 9,444 (11/2/2022); 3,417 (3/21/2022) |
| Options (12/31/2024) | 21,250 exercisable / 7,083 unexercisable at $293.70 (exp 10/14/2031); 11,063 / 5,029 at $91.50 (exp 3/20/2032); 4,166 / 4,167 at $41.40 (exp 10/23/2032) |
| Hedging/Pledging | Company prohibits hedging transactions; pledging not specifically disclosed |
| Insider transactions compliance | Form 4 filings in May 2024 disclosed delayed settlement of RSUs granted 3/3/2022 (administrative timing) |
| Ownership guidelines | Corporate Governance Guidelines address stock ownership generally (specific multiples not disclosed) |
Additional alignment signals:
- Management equity purchase: PEO and NEOs purchased an aggregate 17,501 shares in May 2024 at $12.00/share via private placement (13.5% premium to prior close), totaling $210,012; individual breakdown not disclosed .
Employment Terms
| Provision | Base Case Termination (Without Cause / Good Reason) | Change-in-Control Termination (double-trigger; within 3 months before or 12 months after) |
|---|---|---|
| Cash Severance | 18 months salary + 1.5x target bonus (lump sum) | 24 months salary + 2x target bonus (lump sum) |
| Benefits | COBRA reimbursement up to 18 months | COBRA reimbursement up to 24 months |
| Equity | Time-based equity continues per plan | Accelerated vesting of all unvested time-based awards |
| Non-compete / Non-solicit | 1-year restriction post-termination; 18 months if termination near CoC | Same (18 months if CoC timing applies) |
| At-will / Notice | At-will; 30-day notice by either party |
Board Governance
- Board service history: Amoroso has been a Director since 2021; reclassified from Class I to Class II on March 4, 2025 as part of board rebalancing; board size reduced from 7 to 6 directors following a resignation .
- Independence: Board determined five of six directors are independent; Amoroso (CEO) is not independent .
- Leadership structure: Chair and CEO roles are separated, with independent Chair performing Lead Director functions, mitigating concentration of power and dual-role concerns .
- Committees: Compensation (Germano, Chair; Piré), Audit (Brown, Chair; Buehler; Germano), Nominating & Governance (Piré, Chair; Buehler), Science & Technology (Frankel, Chair; Germano) .
- Attendance: In FY2024, all directors attended at least 75% of board/committee meetings; FY2023 attendance was at least 95% .
Director Compensation (context for dual-role implications)
- Non-employee director policy: Annual cash retainer $72,500 for Chair; $40,000 for directors; committee chair/member fees as specified; annual RSUs; accelerated vesting upon change-in-control .
- Amoroso is employee-director; non-employee director compensation terms apply to independent directors, not to the CEO .
Compensation Structure Analysis
- Mix shift: Amoroso’s stock awards increased materially from $967,976 (2023) to $3,216,563 (2024), while salary remained constant and bonus rose moderately ($381,000 → $400,050). This indicates greater use of equity to drive multi-year alignment and retention amidst a cash-constrained environment .
- Governance safeguards: 2019 Plan prohibits option/SAR repricing without shareholder approval; no single-trigger vesting; no tax gross-ups; administered by independent Compensation Committee with Aon as consultant (no conflicts noted) .
Say-on-Pay & Shareholder Feedback
- First say-on-pay: 2025 marks the first advisory vote on NEO compensation; Board recommends “FOR” and annual frequency . Results are not yet disclosed in the proxy .
Risk Indicators & Red Flags
- Options largely underwater at high strike prices (e.g., $293.70, $91.50, $41.40), elevating reliance on RSUs for realizable value and potential selling pressure as tranches vest .
- Anti-hedging policy in place; clawback policy compliant with SEC rules for erroneously awarded incentive compensation for restatements covering prior three fiscal years .
- Related-party and indemnification policies disclosed; no problematic related-party transactions involving Amoroso reported .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| CAP to PEO ($) | ($206,557) | $2,003,459 |
| TSR – Value of $100 Investment | $30.67 | $10.67 |
| Net Income (Loss) ($000s) | ($61,319) | $7,167 |
Operations highlights (2024):
- Achieved multiple CTA submissions/approvals and dosed first HBV patient ahead of schedule; executed two BD deals on non-core CAR-T assets; corporate goal attainment set at 105% after consideration of stock price .
Equity Ownership & Vesting Schedule Details (Near-term pressure)
| Award | Grant/Commencement | Unvested (12/31/2024) | Schedule |
|---|---|---|---|
| RSU Tranche 1 | 1/20/2024 | 111,217 | Equal tranches on each of first three anniversaries from 1/20/2024 (expected vest dates ~1/20/2025, 1/20/2026, 1/20/2027) |
| RSU Tranche 2 | 1/20/2024 | 208,263 | Same as above |
| RSU (2023) | 1/20/2023 | 17,776 | Equal tranches across 2024–2026 anniversaries |
| RSU (2022) | 11/2/2022 | 9,444 | Equal tranches across 2023–2025 anniversaries |
| RSU (2022) | 3/21/2022 | 3,417 | Equal tranches across 2023–2025 anniversaries |
Employment Contracts, Severance & Change-of-Control Economics
| Component | CEO Terms |
|---|---|
| Base Salary / Target Bonus | $635,000; 60% target bonus |
| Severance (no CoC) | 18 months salary + 1.5x target bonus (lump sum); up to 18 months COBRA reimbursement |
| Severance (CoC) | 24 months salary + 2x target bonus (lump sum); up to 24 months COBRA reimbursement; accelerated vesting of all unvested time-based equity |
| Non-compete / Non-solicit | 1 year; extends to 18 months for CoC timing |
| At-will | 30 days’ notice by either party |
Investment Implications
- Alignment versus liquidity: With a large RSU overhang vesting through 2027, expect periodic Form 4 activity and potential selling pressure around vest dates; options are predominantly underwater, placing realizable value on RSUs .
- Pay-for-performance posture: Fixed cash held flat; equity awards scaled to retain and motivate amid cash constraints and to align multi-year objectives; Compensation Committee uses peer benchmarking with governance safeguards (no repricing, no single-trigger, clawback) .
- Governance quality: Independent Chair and separated roles reduce dual-role concerns; Amoroso is non-independent as CEO, but board committees are fully independent and meeting attendance is strong, supporting oversight .
- Performance vector: 2024 profitability (net income) improved materially, yet TSR remained weak given sector headwinds acknowledged by the company; consider fundamental progress against clinical/regulatory milestones as a more relevant near-term driver than share price momentum .
- Change-of-control economics: Double-trigger protection with 2x bonus multiple and full acceleration of time-based equity may influence behavior in strategic processes; weigh dilution/overhang and potential transaction incentives .