Charles J. Casamento
About Charles J. Casamento
Independent director at GT Biopharma (GTBP) since May 1, 2023; age 79. Career pharma operator and board member with CEO experience at multiple biopharma firms and M&A advisory leadership; holds a B.S. in Pharmacy (Fordham University) and an MBA (Iona University), previously licensed pharmacist in NY and NJ. Currently identified by the Board as the Audit Committee Chair and an audit committee financial expert per Regulation S-K Item 407(d)(5). Tenure on GTBP board: ~2.5 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sage Group (healthcare advisory) | Executive Director & Principal | 2007–present | M&A advisory for biotech-pharma partnerships |
| Osteologix, Inc. | President & CEO | 2004–2007 | Led osteoporosis drug development |
| Questcor Pharmaceuticals, Inc. | Founder; Chairman; President & CEO | 1999–2004 | Built and led company later acquired by Mallinckrodt |
| RiboGene, Inc. | President; CEO; Chairman | 1993–1999 | Merger with Cypros to form Questcor |
| Interneuron (Indevus) | Co‑founder; President & CEO | 1989–1993 | Company later acquired by Endo Pharmaceuticals |
| Genzyme Corporation | SVP, Pharmaceuticals & Biochemicals | Not disclosed | Senior management role |
| American Hospital Supply (Critical Care Division) | VP, BD & Strategic Planning | Not disclosed | Senior management role |
| Johnson & Johnson; Hoffmann‑LaRoche; Sandoz (Novartis) | Senior roles | Not disclosed | Senior management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eton Pharmaceuticals, Inc. (Nasdaq) | Director | Current | Public company directorship |
| PaxMedica, Inc. (Nasdaq) | Director | Current | Public company directorship |
| First Wave Biopharma, Inc. (Nasdaq) | Director | Current | Public company directorship |
| Relmada Therapeutics, Inc. (Nasdaq) | Director | Current | Public company directorship |
| Catholic Medical Missions Board | Director & Vice Chairman | Prior | Large non-profit healthcare organization |
| Fordham University Science Council | Council Member | Current | Academic advisory role |
| Fordham University | Guest Lecturer | Prior | Academic engagement |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member); board determined independence under Nasdaq rules and designated Casamento as Audit Committee Financial Expert.
- Attendance and engagement: In FY2024, the board held 6 meetings; each director then serving attended ≥75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting. Audit held 4 meetings; Compensation 1; Nominating 0.
- Governance infrastructure: Charters revised Jan 28, 2021 and posted; Nominating evaluates independence, conflicts, and diversity; board conducts risk oversight.
- Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, and hedging; management reports no hedging or pledging by executives or non‑employee directors to date.
Fixed Compensation
Policy and realized annual director pay:
| Element | FY2023 | FY2024 |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | $50,000 |
| Committee Membership Fees (cash) | $5,000 per committee | $5,000 per committee |
| Meeting Fees | None disclosed | None disclosed |
| Special Committee (monthly) | $8,000 (where applicable) | $8,000 in Jan–Feb 2024 for non‑employee members (not indicated for Casamento) |
Director-specific realized compensation:
| Name | FY2023 Cash ($) | FY2023 Equity Options ($) | FY2024 Cash ($) | FY2024 Equity Options ($) |
|---|---|---|---|---|
| Charles J. Casamento | $43,333 | $175,000 | $65,000 | $0 |
- Compensation consultant: Pearl Meyer engaged by the Compensation Committee for board pay design; independence assessed; no conflicts identified.
Performance Compensation
| Component | Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| Stock Options (2023 grant) | 16,666 options (grant 6/16/2023) | 1/12 monthly from 5/1/2023 (accelerable) | None disclosed for directors |
| Equity awards (FY2024) | None for Casamento | N/A | None disclosed |
No director performance metrics (e.g., TSR, revenue, ESG) are tied to director compensation in disclosed materials.
Other Directorships & Interlocks
| External Company | Industry Overlap with GTBP | Potential Conflict/Interlock |
|---|---|---|
| Eton Pharmaceuticals, Inc. | Pharma/biotech | No related‑party transactions disclosed with GTBP |
| PaxMedica, Inc. | Biotech | No related‑party transactions disclosed with GTBP |
| First Wave Biopharma, Inc. | Biotech | No related‑party transactions disclosed with GTBP |
| Relmada Therapeutics, Inc. | Biotech | No related‑party transactions disclosed with GTBP |
- GTBP related‑party transactions disclosure notes no officer/director/family transactions above thresholds since Jan 1, 2023; Cytovance became a related party by >5% ownership and has multi‑year manufacturing agreements, but no link to Casamento.
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated Audit Committee Financial Expert (Reg S‑K 407).
- Operational leadership: Former CEO/Chairman across multiple biopharma firms; senior roles at Genzyme, J&J, Roche, Sandoz, American Hospital Supply.
- Transactional experience: M&A advisory principal at The Sage Group since 2007.
- Academic credentials: B.S. Pharmacy (Fordham), MBA (Iona).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Instruments/Notes |
|---|---|---|---|
| Charles J. Casamento | 16,666 | 0.5% | Includes options to purchase 16,666 shares at $10.50 exercise price |
- Ownership guidelines, pledging, hedging: No ownership guidelines disclosed for directors; company policy prohibits hedging/pledging and reports none engaged.
Governance Assessment
-
Strengths
- Independent director; Audit Chair; formally designated audit financial expert; enhances oversight of financial reporting and controls.
- Attendance threshold met (≥75%) and participation across all three committees indicates engagement.
- No director‑related party transactions disclosed; compensation consultant vetted for independence.
- Hedging/pledging prohibitions and reported compliance support alignment with shareholders.
-
Risks and RED FLAGS
- Overboarding risk: Simultaneous service on GTBP plus four Nasdaq‑listed boards (total five) may strain capacity, especially as Audit Chair at GTBP. Consider proxy advisor thresholds on director service loads.
- Low direct ownership alignment: Beneficial ownership of ~0.5% via options only; limited “skin in the game” relative to outstanding shares.
- Section 16(a) timeliness: One late Form 4 filing disclosed for 2023 (including Casamento); improved to full compliance in 2024/2025, but prior lapse is a minor procedural red flag.
- Equity award repricing/modification: None disclosed; continue to monitor given GTBP’s share count changes and plan amendments.
-
Compensation Mix Signals
- Shift from sizable option grants in 2023 ($175k) to cash‑only compensation in 2024 ($65k) for Casamento may indicate tightening equity usage and/or recalibration of director pay mix with Pearl Meyer input; reduces at‑risk equity alignment but also limits potential dilution.
-
Committee Composition and Process
- Multi‑committee membership (Audit Chair; member of Compensation and Nominating/Governance) centralizes oversight touchpoints; charters and processes documented and public.
Overall: Casamento presents strong audit oversight credentials and broad biopharma leadership, offset by potential overboarding and low ownership alignment. Monitoring attendance, committee workload, and any evolving related‑party exposures remains prudent for investor confidence.