Michael Kaseta
LiquidiaAbout Michael Kaseta
Michael Kaseta, 49, has served as Liquidia’s Chief Financial Officer since November 2020 and Chief Operating Officer since January 2024, bringing deep finance and operations experience from Sanofi, Aralez, and Aerami Therapeutics; he holds a BBA in accounting (James Madison University) and is a CPA (inactive, NJ) . Company performance during his tenure shows Total Shareholder Return (TSR) value of an initial $100 investment rising to $241.48 in 2024 from $130.80 in 2022, while net loss increased to $130.4 million in 2024 from $41.0 million in 2022, reflecting scaling and pipeline investment ahead of anticipated commercial catalysts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aerami Therapeutics (private) | Chief Financial Officer | Jan 2019 – Nov 2020 | Led finance for respiratory pipeline including PAH-related programs . |
| Aralez Pharmaceuticals (Nasdaq: ARLZ) | Corporate Controller → Head of Finance & Interim CFO → CFO | Sep 2016 – Jan 2019 | Managed finance through restructuring and specialty pharma portfolio rationalization . |
| Sanofi S.A. | CFO, North America Global Services; VP NA Pharma Controlling; VP Financial Shared Services; Director Technical Accounting | 2005 – Sep 2016 | Led large-scale shared services and NA pharma controlling functions . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Heron Therapeutics (NASDAQ: HRTX) | Director | Nov 2024 – Present |
| Bryn Pharmaceuticals | Director | Jun 2023 – Present |
| Alimera Sciences (NASDAQ: ALIM) | Director | Mar 2023 – Sep 2024 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $501,100 | $572,960 |
| Target Bonus % of Salary | 50% | 60% |
Performance Compensation
Annual Cash Bonus
| Year | Performance Metric | Target (% of Salary) | Actual Achievement | Payout ($) | Notes |
|---|---|---|---|---|---|
| 2023 | Company corporate goals | 50% | 150% of goals | $375,825 | Paid Jan 2024 . |
| 2024 | Company corporate goals | 60% | 72% of goals | $248,400 | Paid Jan 2025; additional 18% of target payable upon first commercial sale of YUTREPIA by Sep 1, 2025 . |
Equity Awards Detail (Grants and Vesting)
| Award Type | Grant Date | Shares/Units | Vesting / Performance Condition | Grant Value (if disclosed) |
|---|---|---|---|---|
| RSUs | Jan 11, 2023 | 124,667 | 25% on Jan 11, 2024; remaining vests ratably quarterly over 3 years, through Feb 28, 2026 . | Included in 2023 Stock Awards $769,195 . |
| Stock Options | Jan 11, 2023 | 159,829 | Monthly over 4 years (48 months) starting Jan 2023, through Jan 11, 2027 . | Included in 2023 Option Awards $766,604 . |
| RSUs | Jan 11, 2024 | 93,250 | 25% on Jan 11, 2025; remaining vests quarterly over 3 years, through Jan 11, 2028 . | Included in 2024 Stock Awards $2,953,250 . |
| PSUs | Jan 11, 2024 | 93,250 | Time-vest 25% on Jan 11, 2025; remaining quarterly; settle on later of time-based vest and first commercial sale of YUTREPIA; continuous service required . | Included in 2024 Stock Awards $2,953,250 . |
| RSUs | Jan 15, 2024 | 50,000 | 25% on Jan 11, 2025; remaining quarterly over 3 years . | Included in 2024 Stock Awards $2,953,250 . |
Clawback and Hedging/Pledging Restrictions: Liquidia adopted a Nasdaq-compliant clawback policy on Nov 2, 2023 covering incentive compensation over the prior three completed fiscal years in case of restatements, with recovery by lawful methods . Insider policy prohibits hedging and pledging (including margin accounts) without prior written approval of the CFO, and restricts short sales, collars/straddles, and certain speculative transactions .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael Kaseta | 656,545 | <1.0% (*) |
Breakdown: 130,492 common shares (includes 10,417 via Employee Stock Purchase Plan) and 526,053 shares underlying options/RSUs exercisable or vesting within 60 days of the record date .
Unvested Equity at FY-End 2024 (Potential Supply)
| Metric | Amount |
|---|---|
| Unvested RSUs/PSUs (#) | 318,344 |
| Market Value @ $11.76 (Dec 31, 2024) | $3,743,725 |
Outstanding Options (as of Dec 31, 2024)
| Options Exercisable | Options Unexercisable | Exercise Price ($/sh) | Expiration |
|---|---|---|---|
| 230,000 | — | 2.79 | 11/30/2030 |
| 18,115 | 385 | 2.97 | 1/19/2031 |
| 9,272 | 728 | 2.54 | 7/21/2031 |
| 54,688 | 20,312 | 6.25 | 1/16/2032 |
| 90,625 | 59,375 | 5.12 | 7/28/2032 |
| 76,585 | 83,244 | 6.17 | 1/11/2033 |
Vesting schedules include a mix of 48-month monthly vesting and milestone-accelerated vesting tied to FDA tentative approval of YUTREPIA; specific schedules by grant: 25% in Nov 2021 then monthly to Nov 2024 (2.79 grants) ; 48 monthly (2.97) to Jan 2025 ; acceleration: 50% vested Nov 5, 2021 upon FDA tentative approval; 12.5% on Jul 21, 2022; remainder monthly to Jul 21, 2025 (2.54) ; 48-month schedules for 6.25, 5.12, 6.17 grants to Jan/Jul 2026–Jan 2027 .
Ownership Alignment and Pledging
- Stock ownership guidelines for executives were not disclosed; however, anti-hedging and anti-pledging policies prohibit pledging and short-term/speculative transactions absent CFO approval .
- Clawback coverage enhances pay-for-performance alignment by enabling recovery of erroneously awarded incentive compensation following restatements .
Employment Terms
- Employment Agreement (Nov 30, 2020): Initial base $435,000; annual bonus target initially 40% of salary, increased to 50% in 2023 and 60% in 2024+; at-will employment; relocation allowance up to $80,000 and temporary housing/transport reimbursement (up to 18 months) subject to taxes; eligible for the Executive Severance and Change in Control Plan (Severance Plan) .
- Severance Plan (adopted May 2024): If involuntary termination outside CIC period, Tier-based salary continuation (Tier 1: 18 months; Tier 2: 12; Tier 3: 9; Tier 4: 6) plus COBRA premiums employer portion for corresponding months; Tier 1 also receives target annual incentive . If involuntary termination within CIC period (3 months pre- to 12 months post-CIC), Tier-based lump sums of salary plus target annual incentive (Tier 1: 24 months; Tier 2: 12; Tier 3: 9; Tier 4: 6), 100% vesting of all unvested equity, and COBRA lump sum equal to premium differential for Tier months; participant-specific tier not disclosed .
- Insider Trading Policy and Clawback: Anti-hedging/pledging restrictions and recovery policy as noted above .
Performance & Track Record Signals
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of initial $100 investment | $130.80 | $247.02 | $241.48 |
| Net Loss ($000s) | $(41,015) | $(78,502) | $(130,394) |
- Compensation Committee engaged FW Cook to advise on executive and director compensation programs; equity shifted toward RSUs/PSUs in 2024 vs inclusion of options in 2023, increasing at-risk, performance-linked pay .
- YUTREPIA PSUs settle upon first commercial sale, directly linking equity realization to execution on core product launch milestone .
Compensation Structure Analysis
- Year-over-year mix: 2024 compensation leaned heavily to stock awards ($2.95M) with no new option awards, vs 2023 mix ($0.77M stock; $0.77M options), evidencing a shift from options to RSUs/PSUs (lower risk, clearer performance tie via launch condition) .
- Annual bonus mechanics: Clearly formulaic with corporate goal attainment (150% in 2023; 72% in 2024) and an explicit kicker (18% of target) contingent on YUTREPIA commercialization by Sept 1, 2025, further tightening pay-performance linkage .
- Clawback/insider policy: Adoption of clawback and ban on pledging/hedging reduce misalignment and governance risk .
- No tax gross-ups, SERP, or pension beyond standard 401(k) match and HSA contributions disclosed; other comp consists of benefits contributions .
Risk Indicators & Red Flags
- 100% equity acceleration in change-of-control upon double-trigger termination can create overhang/retention considerations; tier not disclosed for Mr. Kaseta .
- Significant unvested RSU/PSU balances (318,344 units) imply ongoing vesting-related supply; PSU settlement tied to YUTREPIA first sale could concentrate selling pressure post-launch .
- Anti-pledging mitigates collateral risk; no related-party transactions involving Mr. Kaseta disclosed in 2024–2025 proxy sections read .
Investment Implications
- Compensation alignment: Cash and equity incentives are explicitly tied to corporate goal attainment and YUTREPIA commercialization, suggesting strong alignment with near-term product launch and revenue ramp priorities .
- Vesting/supply dynamics: Quarterly RSU vesting through 2027/2028 and PSU settlement at first commercial sale could create episodic insider supply; monitor Form 4 activity around the YUTREPIA approval window post-May 23, 2025 exclusivity expiry .
- Retention/CIC posture: Double-trigger CIC terms with full equity acceleration are market-standard but can weaken golden handcuffs in strategic scenarios; absence of ownership pledging and presence of clawback/anti-hedging policies are governance positives .
- Performance backdrop: Rising TSR since 2022 against widening losses reflects investor anticipation of pipeline inflection; Mr. Kaseta’s incentives are structured to deliver on commercialization milestones critical to valuation .
Notes: All facts and figures cited from SEC filings and company documents as referenced.