Charles Casamento
About Charles J. Casamento
Charles J. Casamento (age 79 as of April 11, 2025) has served as an independent director of Eton Pharmaceuticals since 2017. He is Executive Director and Principal of The Sage Group (healthcare M&A advisory) since 2007 and previously served as CEO of Osteologix, founder/Chairman/CEO of Questcor, CEO/Chairman of RiboGene, and co‑founder/CEO of Interneuron (Indevus). He holds a B.S. in Pharmacy from Fordham University and an MBA from Iona University; he was originally licensed to practice pharmacy in NY and NJ . He currently serves on Eton’s Audit, Compensation (Chair), and Nominating & Corporate Governance committees, and is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sage Group | Executive Director & Principal | 2007–present | Healthcare advisory specializing in biotech-pharma M&A/partnerships |
| Osteologix, Inc. | President & CEO | 2004–2007 | Public biopharma; osteoporosis focus |
| Questcor Pharmaceuticals, Inc. | Founder; Chairman, President & CEO | 1999–2004 | Later acquired by Mallinckrodt; formed via RiboGene/Cypros merger |
| RiboGene, Inc. | President, CEO & Chairman | 1993–1999 | Merged with Cypros to form Questcor |
| Interneuron Pharmaceuticals (Indevus) | Co‑founder; President & CEO | 1989–1993 | Later acquired by Endo |
| Genzyme Corporation | SVP, Pharmaceuticals & Biochemicals | N/D | Senior management role |
| American Hospital Supply | VP, Business Development & Strategic Planning (Critical Care) | N/D | Senior management role |
| Johnson & Johnson; Hoffmann‑LaRoche; Sandoz (Novartis) | Various senior roles | N/D | Senior management roles |
External Roles
| Organization | Role | Status/Date | Committees/Impact |
|---|---|---|---|
| Relmada Therapeutics | Director; Chairman of the Board | Current (2025 proxy) | Board leadership |
| PaxMedica | Director | Current (2025 proxy) | Board member |
| GT Biopharma | Director | Current (2025 proxy) | Board member |
| First Wave BioPharma | Director | Current (2024 proxy) | Board member (listed in 2024, not in 2025) |
| Catholic Medical Missions Board | Director; Vice Chairman | Historical | Non‑profit healthcare services |
| Fordham University Science Council | Member; Guest Lecturer | Historical | Academic advisory |
Note: 2024 proxy lists First Wave BioPharma; 2025 proxy lists GT Biopharma—indicative of changes in outside boards year‑over‑year .
Board Governance
- Board class/term: Class II director; term expires at the 2026 Annual Meeting .
- Committee memberships: Audit; Compensation (Chair); Nominating & Corporate Governance; all committees comprised of independent directors .
- Independence: Board determined all non‑CEO directors are independent under Nasdaq; committee independence affirmed .
- Attendance/engagement:
- Board met 8 times in 2024; each director attended at least 75% of board and committee meetings during 2024 .
- Audit Committee met 4 times in 2024 .
- Compensation Committee met once in 2024 .
- Nominating & Corporate Governance Committee met once in 2024 .
- Board leadership: Chairman is Norbert G. Riedel; roles of Chair and CEO are separated (commitment to independent oversight) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 75,712 | Non‑employee director cash fees (includes any chair/membership fees; detailed breakdown not disclosed) |
| 2023 | 72,800 | Non‑employee director cash fees |
Performance Compensation
| Year | Option Awards (Grant‑Date Fair Value, $) | Vesting/Terms | Performance Metrics Tied to Director Pay |
|---|---|---|---|
| 2024 | 83,130 | Options awarded under the 2018 Equity Incentive Plan; specific director grant dates/strikes not disclosed | None disclosed for directors (company’s listed performance metrics apply to executive bonuses) |
| 2023 | 54,100 | Options awarded; specific grant detail not disclosed | None disclosed for directors |
Company performance metrics used for executive bonuses in 2024 (context): relative stock performance vs peers; revenue/profitability; FDA approvals; licensing/acquisitions; led to 131.1% of target bonuses for executives—not applicable to director compensation .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Relmada Therapeutics | Biopharma | Chairman | No related‑party transactions with Casamento disclosed at Eton; monitor for transactions with Eton suppliers/customers |
| PaxMedica | Biopharma | Director | Same as above |
| GT Biopharma | Biopharma | Director | Same as above |
| First Wave BioPharma | Biopharma | Director (2024) | Listed in 2024 proxy only; same considerations |
| The Sage Group | Healthcare advisory | Executive Director | Advisory work in biotech/pharma M&A; potential conflicts if Eton engages Sage clients; audit committee reviews related‑party transactions |
Expertise & Qualifications
- Industry: Extensive biopharma leadership (CEO roles at multiple companies; senior roles at Genzyme, J&J, Roche, Sandoz) .
- Governance: Public company governance and compensation oversight (Compensation Committee Chair) .
- Financial literacy: Board summary lists financial literacy among director competencies .
- Education: B.S. Pharmacy (Fordham); MBA (Iona) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested Options Included | Unvested/To‑Vest Options | Deferred/RSU |
|---|---|---|---|---|---|
| Charles J. Casamento | 264,225 | <1% | 170,805 | 18,750 options vesting after June 10, 2025 | 25,000 shares issuable upon settlement of an RSU at retirement from the board |
- Shares outstanding reference: 26,817,535 used for beneficial ownership calculations; directors’ % indicated as “less than 1%” where applicable .
- Pledging/hedging: Insider trading policy prohibits short sales, derivatives, margin borrowing, and pledging without prior approval; no pledging by Casamento disclosed .
Governance Assessment
-
Strengths
- Independent director with deep biopharma and governance experience; chairs Compensation Committee; sits on all three core committees .
- Consistent engagement: at least 75% attendance across board/committee meetings in 2024; participation in committees that met through the year .
- Alignment: Meaningful equity exposure via options and deferred RSU at retirement; ownership policy restricts hedging/pledging, reducing misalignment risks .
- Structural governance: Separation of Chair and CEO roles enhances independent oversight .
-
Watch items / potential red flags
- External load: Multiple concurrent public board seats and advisory leadership at The Sage Group can introduce time‑commitment pressure or potential conflicts; no related‑party transactions involving Casamento disclosed, but monitoring remains prudent .
- Compensation Committee meeting frequency: Only one meeting in 2024; ensure robust oversight given scope (executive pay, equity policies, consultant independence) .
- Director pay mix: Equity is options‑based; absence of disclosed performance‑conditioned director awards is typical but limits direct pay‑for‑performance linkage for director compensation .
-
Controls/mitigations
- Audit Committee reviews and approves related‑party transactions; board affirms committee and director independence under Nasdaq/SEC standards .
- Use of external compensation consultant (Radford/Aon) to benchmark and inform pay decisions .
No Section 16 reporting issues were identified for 2024; directors complied with filing requirements . No director‑related party transactions were disclosed; the only highlighted related‑party matter involved the CEO’s affiliate (Selenix) with payments in 2024–2025, subject to audit committee policy oversight .