Michael Kaseta
HERON THERAPEUTICS, INC. /DE/About Michael Kaseta
Michael Kaseta, age 49, has served as an independent director of Heron Therapeutics since November 4, 2024. He is currently Chief Financial Officer and Chief Operating Officer of Liquidia Corporation; previously he held CFO and senior finance roles at Aerami Therapeutics, Aralez Pharmaceuticals, and Sanofi. He holds a B.B.A. in accounting from James Madison University and is a CPA (inactive) licensed in New Jersey; the Board determined he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liquidia Corporation | Chief Financial Officer and Chief Operating Officer | Current | Senior finance and operations leadership in rare cardiopulmonary diseases |
| Aerami Therapeutics, Inc. | Chief Financial Officer | Jan 2019–Nov 2020 | Finance leadership in respiratory therapeutics |
| Aralez Pharmaceuticals, Inc. | Chief Financial Officer; Head of Finance & Interim CFO; Corporate Controller | Mar 2018–Jan 2019; Nov 2017–Mar 2018; Sep 2016–Nov 2017 | Public company CFO experience; interim leadership continuity |
| Sanofi S.A. | Various finance roles culminating in CFO, Sanofi North America, Global Services | ~11 years | Managed ~$10B business across eight therapeutic areas |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Bryn Pharma | Director | Private | Board service disclosed; no Heron related-party transactions |
| Liquidia Corporation | CFO & COO | Public | Operating executive role; no Heron related-party transactions disclosed |
Board Governance
- Committee assignments: Audit Committee member; not on Compensation or Nominating & Corporate Governance .
- Chair roles: None; Audit Committee chaired by Craig Johnson .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq; Audit Committee members meet enhanced independence criteria .
- Financial expertise: Board determined Kaseta qualifies as an “audit committee financial expert” under SEC rules .
- Attendance: Board met 6 times in 2024; each then-serving director attended ≥75% of Board and committee meetings. Audit met 4 times; Compensation met 3; Governance met 1 .
- Shareholder support: Elected at 2025 Annual Meeting with 81,849,779 For, 2,202,021 Against, 47,122 Abstain; broker non-votes 35,904,582 .
- Governance policies: Clawback policy (Dodd-Frank compliant) and Insider Trading Policy prohibiting hedging and derivatives; Audit Committee oversees related-party transactions and risk .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 9,370 |
| Stock Awards (grant-date fair value) | 67,425 |
| Option Awards (grant-date fair value) | 247,110 |
| Total | 323,905 |
Note: Appointed November 4, 2024; cash compensation prorated for partial year .
| 2024 Non-Employee Director Cash Retainers | Amount ($) |
|---|---|
| Annual Board Cash Retainer | 50,000 |
| Lead Independent Director (2025 increase noted) | 25,000 (2024) |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,500 |
| Governance Chair / Member | 10,000 / 5,000 |
Annual cap: $750,000 for director cash+equity (grant-date fair value), increased to $1,500,000 in initial year of service .
Performance Compensation
| Equity Award Type | Shares (#) | Grant Date | Vesting Terms |
|---|---|---|---|
| Initial Option Award | 227,272 | Nov 4, 2024 | Vests monthly over 4 years, subject to continued service |
| Initial Restricted Stock Unit Award | 37,879 | Nov 4, 2024 | Vests quarterly over 4 years, subject to continued service |
Annual director equity awards (options vest monthly over 1 year; RSUs vest after 1 year) applied to continuing directors; Kaseta received only initial awards in 2024 . No performance-conditioned director equity disclosed; awards are time-based .
Other Directorships & Interlocks
| Company | Relationship to Heron | Potential Interlock/Conflict |
|---|---|---|
| Liquidia Corporation (biopharma) | None disclosed | Operating executive at another biopharma; Audit Committee approves any related-party transactions; none disclosed since Jan 1, 2024 |
| Bryn Pharma | None disclosed | Private company directorship; no related-party transactions disclosed |
Expertise & Qualifications
- CPA (inactive); deep financial leadership across public and private biopharma; managed a ~$10B portfolio at Sanofi North America Global Services .
- Board-designated audit committee financial expert; strengthens Heron’s audit oversight and financial reporting integrity .
- Multi-therapeutic commercial and operational experience (Sanofi; Aralez; Aerami; Liquidia) relevant to biopharma governance and risk oversight .
Equity Ownership
| Ownership Metric (as of Apr 21, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 20,189 |
| Percent of Class | <1% (indicated as “*”) |
| Direct Common Shares | 2,367 |
| Options Exercisable within 60 days | 15,454 |
| RSUs Vesting within 60 days | 2,368 |
| Outstanding Options (Dec 31, 2024) | 227,272 |
| Unvested RSUs (Dec 31, 2024) | 37,879 |
Hedging, short sales, and derivative transactions are prohibited for directors under Heron’s Insider Trading Policy; pledging not permitted via hedging prohibition scope .
Governance Assessment
- Alignment and independence: Independent director with audit committee financial expert designation; equity-heavy initial grant supports alignment, though 2024 cash fees were minimal due to prorated service .
- Committee effectiveness: Active Audit member; Audit met 4 times; Board and committee attendance met ≥75% threshold for all then-serving directors (signal of baseline engagement) .
- Shareholder signals: Strong support for Kaseta’s election (81.85M For vs. 2.20M Against); Say‑on‑Pay passed and shareholders reaffirmed annual frequency, indicating acceptable governance environment .
- Conflicts and related-party risk: No related person transactions requiring disclosure since Jan 1, 2024; Audit Committee oversees such transactions; Insider Trading Policy prohibits hedging/derivatives, reducing misalignment risk .
- Director pay structure: Time-based options and RSUs; no performance metrics tied to director compensation—a common practice but reduces pay-for-performance link for directors; initial-year equity cap governance in place .
- RED FLAGS to monitor:
- Dual operating role at Liquidia (CFO/COO) may pose time-commitment risk in dynamic periods; continued attendance and committee participation should be tracked .
- No director-specific stock ownership guideline disclosure; while equity grants create alignment, explicit guideline compliance cannot be assessed from available materials (no guideline disclosed).
- Pay-versus-performance discussion notes Company TSR decline over multi-year periods; while executive pay is addressed via Say‑on‑Pay, director equity value realization should be contextualized against long-term shareholder outcomes .