Michael Breen
About Michael Breen
Michael Breen (62) is Executive Chairman and Chief Executive Officer of GT Biopharma (appointed CEO April 29, 2025; Executive Chairman since Nov 8, 2021; Director since Jan 13, 2021). He is a UK-qualified solicitor with an LL.B. (Hons) from the University College of Wales, Aberystwyth, and a senior corporate/M&A background (Clyde & Co.; Edward Lewis; Robert Gore & Co.) with prior operating and board roles in finance and media businesses . Under his leadership, shareholder returns have been severely negative: GTBP’s Pay-vs-Performance table shows the value of a $100 investment fell to $28.31 (2022), $8.15 (2023), and $3.25 (2024), while net losses were $20.9M (2022), $7.6M (2023), and $13.2M (2024) . GTBP faces a going-concern warning, minimal staffing (1 FTE), and delisting risk history, heightening execution risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clyde & Co. | Senior Partner (corporate/M&A, fund regulation; biotech/health sciences focus) | — | Led complex corporate/M&A and fund regulatory work relevant to biopharma transactions |
| Edward Lewis (London law firm) | Senior Partner and Managing Partner | — | Law firm leadership experience |
| Robert Gore & Company | Partner | — | Corporate legal practice |
| Insinger de Beaufort Bank (Sports & Entertainment Division) | Managing Director and shareholder | 2002–2005 | Private banking/asset management leadership; exposure to capital markets |
| Damon Hill Holdings Limited | Non-executive director and co-owner | 2001–2007 | Multi-franchise automotive; commercial ops governance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristol Investment Fund, Ltd. (Cayman fund) | Director | — | Capital markets network; note Bristol is also a 7.14% GTBP beneficial holder (potential related-party signal) |
| Colorsport Images Limited | Non-executive director and co-owner | — | Media asset stewardship |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (paid) | $556,200 | $556,200 |
| Target Bonus % of Salary | 75% target; 25% minimum guaranteed | 75% target; 25% minimum guaranteed |
| Annual Bonus Paid (cash) | $312,863 | $417,150 |
| Other Compensation (insurance, pension, PTO, etc.) | $174,171 (insurance/pension) | $213,622 (PTO $131,374; insurance $60,000; pension $22,248) |
| Notes on Base Salary Rate (per agreement) | Annual base $556,200 | Agreement amended to $584,010 effective Jan 1, 2024, and $613,211 effective Jan 1, 2025 |
Performance Compensation
- Cash incentive framework: Committee uses profitability and “objectively measurable” factors; decisions benchmark to similarly sized biotech peers; emphasis on total compensation view .
- No explicit annual metric weights/targets were disclosed for 2023–2024.
| Instrument | Grant date | Quantity/Value | Strike | Fair value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock award (common) | Aug 11, 2023 | 6,666 sh | — | $57,600 | Fully vested on grant (interim CEO comp) | — |
| Stock options (Board service) | Jan 27, 2023 | 16,666 sh | $25.50 | $425,000 | 1/12 monthly from Jan 1, 2023 (fully vested by YE 2023) | 1/27/2033 |
| Stock options (Board service) | Jul 15, 2022 | 1,666 sh | $74.40 | — | Fully vested at grant (FY 2021 board service) | 7/14/2032 |
Notes:
- Equity granted under the 2022 Plan; options at FMV; no timing around MNPI .
- No explicit PSU/TSR-PSU constructs, ESG goals, or metric weights disclosed for Breen in 2023–2024 proxies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of May 30, 2025) | 46,872 shares (1.5%); includes options for 1,666 sh @ $74.40 and 16,666 sh @ $25.50 |
| Vested vs unvested | Options shown as exercisable; no unexercisable balance reported at 12/31/2024 |
| Options in-the-money value | Not disclosed (depends on market price) |
| Pledging/hedging | Insider policy prohibits hedging; company states no execs/directors have engaged in hedging or pledging transactions as of proxy date |
| Ownership guidelines (exec/director) | Not disclosed |
| Form 4 trading patterns | Not disclosed in proxy; no pledging/hedging transactions reported by company |
Employment Terms
| Term | Provision |
|---|---|
| Role/tenure | Director since Jan 13, 2021; Executive Chairman since Nov 8, 2021; Interim CEO Mar 2, 2022–Apr 29, 2025; CEO for a two-year term effective Apr 29, 2025 |
| Agreement | Executive services agreement dated Dec 31, 2021 (effective Nov 8, 2021); amended Jun 17, 2022; Feb 20, 2023; extended Apr 29, 2025 for two years |
| Base salary | $556,200; increased to $584,010 effective Jan 1, 2024 and $613,211 effective Jan 1, 2025 |
| Bonus | Target 75% of base; minimum guaranteed 25% of base |
| Benefits | Executive life insurance reimbursement; pension contribution equal to 4% of gross salary; access to senior employee plans |
| Severance (without cause / good reason) | Lump sum equal to (i) greater of remaining base salary through end of term or 50% of base salary; plus (ii) greater of prior year bonus paid/payable or target bonus; plus (iii) up to 12 months’ insurance reimbursement until earlier of 1 year or alternative coverage |
| Change-of-control | No explicit single/double-trigger equity vesting disclosed for Breen; not stated |
| Non-compete / non-solicit / garden leave | Not disclosed |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR proxy measure) | $28.31 | $8.15 | $3.25 |
| Net loss (USD, thousands) | $20,884 | $7,597 | $13,162 |
Context and risk:
- Going-concern warning; cash ~ $4.0M at 12/31/2024; working capital deficit ~$1.7M; need for additional capital .
- Single full-time employee; extensive outsourcing and consultant dependence .
- Nasdaq deficiency letter (stockholders’ equity below $2.5M) and delisting risk history .
- Financing structure could result in concentrated ownership: if Proposal No. 4 approved, investors would hold ~51% voting power and ~71% beneficial ownership as of May 30, 2025 (before warrant exercise assumptions) .
Board Governance
- Role: Breen serves as Executive Chairman and CEO (combined roles). Board asserts combination is appropriate for current growth phase; committees manage risk oversight .
- Composition (as of June 10, 2025): Michael Breen (Exec Chair & CEO), Charles J. Casamento, Hilary Kramer, David C. Mun-Gavin .
- Independence: Casamento, Kramer, Mun-Gavin are independent; Breen is not .
- Committees:
- Audit: Chair Casamento; members Kramer, Mun-Gavin; Casamento is audit committee financial expert .
- Compensation: Chair Mun-Gavin; members Casamento, Kramer .
- Nominating & Governance: Chair Kramer; members Casamento, Mun-Gavin .
- Meetings/attendance: Board met 6 times in FY 2024; each director then serving attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Special Committee (compliance/compensation/operations/personnel) established Aug 29, 2021 with Breen and former directors; disbanded Mar 26, 2024 .
Dual-role implications:
- Combined CEO/Chair raises independence and oversight concerns in many governance frameworks; company relies on independent committees for risk/comp oversight and cites appropriateness for stage of growth .
Director Compensation (structure and practices)
- FY 2024 cash retainers: $50,000 board retainer; $5,000 per committee; Special Committee members received $8,000/month during Jan–Feb 2024 .
- Compensation consultant: Pearl Meyer engaged in Jan 2024 for board compensation program design; no conflicts identified .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $1.19M with bonuses up and no new stock awards to Breen; options granted in 2023 for board service remained the last disclosed option grant .
- Shift in risk profile: No move from options to RSUs for Breen in 2024; 2023 included fully vested stock award tied to interim CEO service .
- Guaranteed pay: Minimum annual bonus floor of 25% of base salary introduces partially guaranteed at-risk pay .
- Metric disclosure: No explicit metric weights/targets disclosed; committee states use of profitability and other objective factors .
- Repricing/modification: No option repricing disclosed .
Related Party Transactions and Interlocks
- Related-party manufacturer Cytovance became a >5% holder (9.9% cap) with stock-for-payables arrangements; significant R&D spend paid via cash and stock; AP balances and commitments disclosed .
- Bristol Investment Fund, Ltd. holds ~7.14% and Breen serves as a director there—potential information flow/conflict consideration .
Risk Indicators & Red Flags
- Going-concern uncertainty and continued operating losses .
- Dilutive financing with potential change-in-control effects tied to Series L and equity facility; investors could control majority voting if fully approved .
- Minimal internal staffing (1 FTE), heavy outsourcing; key-man/retention risk .
- Prior Nasdaq equity deficiency notice; delisting risks .
- Legal matters (no specific allegations against Breen): ongoing arbitration/litigation matters disclosed .
Say-on-Pay & Peer Group
- Say-on-pay proposal will be presented; prior approval percentages not disclosed .
- Compensation peer group and target percentile not disclosed .
Expertise & Qualifications
- LL.B. (Hons), UK solicitor (qualified 1988); extensive corporate/M&A and fund regulatory expertise, plus prior operating/governance experience in financial and media entities .
Investment Implications
- Pay-for-performance misalignment risk: severe negative TSR in 2022–2024 with continued cash bonuses and partially guaranteed bonus floor; lack of disclosed rigorous performance metrics reduces transparency into incentive alignment .
- Retention vs dilution tension: Breen’s equity ownership is modest (1.5%), while investor financing structures could deliver majority voting control to new holders—diluting management/legacy holder influence and potentially elevating financing over operating execution as the value driver .
- Governance watch items: Combined CEO/Chair role places greater onus on independent committee oversight; presence of related-party manufacturing and external fund directorship (Bristol Investment Fund) warrants continued monitoring for conflicts .
- Execution risk: Going concern, minimal headcount, and capital dependence create high volatility and binary outcomes around clinical milestones and financing cadence—trading signals likely remain dominated by funding events (e.g., Series L conversions/facility draws) and trial catalysts rather than compensation signals alone .