David Mazzo
About David Mazzo
David J. Mazzo, Ph.D., age 68, has served on Lisata’s board since January 5, 2015, became Chief Executive Officer the same day, and was appointed President & CEO on March 28, 2017, bringing 40+ years of biopharmaceutical leadership and R&D operations experience across public and private companies . He holds B.A./B.S. degrees from Villanova, an M.S. and Ph.D. in Analytical Chemistry from UMass Amherst, completed a research fellowship at EPFL, and was named a PharmaVoice Top 100 standout leader in 2024; he is bilingual in English and French . Company pay-versus-performance disclosure shows cumulative TSR value of an initial fixed $100 investment rising from $20.04 (2022) to $21.63 (2023) and $23.61 (2024), alongside net losses of $(54)M, $(21)M, and $(20)M, respectively . FY2024 revenue was $1.0M*, and EBITDA improved from $(27.1)M to $(22.2)M over 2022–2024*, reflecting tightening operating losses despite limited top-line scale* (Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regado Biosciences (Nasdaq: RGDO) | CEO & Director | 2008–2014 | Led development of antithrombotic drug systems; public company commercialization focus . |
| Æterna Zentaris (Nasdaq: AEZS) | President, CEO & Director | 2007–2008 | Ran international biopharma with U.S./Canada ops; portfolio transition . |
| Chugai Pharma USA (Roche Group) | President, CEO & Director | 2003–2007 | Built U.S. subsidiary platform for Japanese parent; BD and operating scale-up . |
| Schering-Plough | SVP Development Operations; Director, Essex Chimie (Europe) | Prior to 2003 | Drove development ops and European subsidiary leadership; post-merger integration experience . |
| Hoechst Marion Roussel; Rhone-Poulenc Rorer | Senior management/executive roles in R&D | Earlier career | Large-cap R&D leadership; multi-national integration experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Feldan Therapeutics (private) | Director; Chairman | Director since Jan 2021; Chairman since Oct 2023 | Intracellular delivery technology; current board leadership . |
| Visioneering Technologies (VTI) | Chairman; Director | Feb 2020–Feb 2024 | Myopia control contact lenses; chaired board till departure . |
| EyePoint Pharmaceuticals | Director; Chairman | Oct 2005–Jun 2020; Chair 2007–2018 | Ophthalmic drug delivery; long-tenured governance . |
| Seneca Biopharmaceuticals (merged with Palisade BIO) | Director | Apr 2019–Apr 2021 | CNS therapeutics; merger execution exposure . |
| Avanir Pharmaceuticals | Director | Oct 2005–Jan 2015 | CNS products; company sold to Otsuka Holdings in 2015 . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Perquisites ($) |
|---|---|---|---|---|
| 2022 | 650,441 | 55% | 482,333 | 30,250 (car $12k, 401k $8,250, insurance $10k) |
| 2023 | 675,931 | 55% | 382,282 | 30,250 (same) |
| 2024 | 702,969 | 55% | 387,876 | 30,250 (same) |
Employment Agreement updates: on June 10, 2025, base salary amended to $717,229 and non-accountable $12,000 expense allowance removed; expanded Good Reason and 409A clarifications; shift to lump-sum bonus payment upon certain terminations; COBRA reimbursement mechanics updated .
Performance Compensation
| Year | Award Type | Grant Date | Quantity / Strike | Vesting Schedule | Outcome / Status | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2023 | PSUs | Jan 9, 2023 | 26,000 PSUs | Not disclosed | Performance criteria not met; canceled in 2023 | 78,000 |
| 2024 | PSUs | Jan 9, 2024 | 58,000 PSUs | Not disclosed | Performance criteria met in 2024 | 178,640 |
| 2024 | Options | Jan 9, 2024 | 47,000 @ $3.08 | Vests in four equal annual installments from grant date | Outstanding; part exercisable over time | 101,920 |
| 2024 | Restricted Stock Awards | Jan 9, 2024 | 94,000 shares | Not disclosed | Outstanding; included in equity grants per plan | 468,160 (total stock awards incl. PSUs) |
Outstanding Equity Awards at 12/31/2024 (selected CEO items): unexercised/exercisable options span strikes from $525.00 down to $3.08 with expirations 2025–2034; restricted stock unvested positions include 6,683, 30,000, and 70,500 shares with market values of $19,915, $89,400, and $210,090 respectively .
Equity Ownership & Alignment
| As-of Date | Beneficially Owned Shares (#) | Ownership (%) | Options Exercisable within 60 Days (#) |
|---|---|---|---|
| Apr 17, 2023 | 138,101 | 1.7% | 41,558 |
| Apr 29, 2024 | 239,908 | 2.9% | 65,142 |
| Apr 17, 2025 | 359,749 | 4.1% | 95,059 |
- Stock ownership guidelines: CEO required to hold 3x base salary; compliance expected by June 2028; Section 16 officers making appropriate progress as of April 29, 2024 .
- Hedging/pledging: Hedging and speculative trading are prohibited; policy also prohibits use of company securities to secure a margin or other loan (mitigates pledging risk) .
- Director pay: Employee directors do not receive director fees; non-employee director retainers and RSU grants are separate .
Employment Terms
| Term | Key Provision | Economics |
|---|---|---|
| Agreement Term | 1-year term with automatic annual renewal unless notice given 90 days prior | Ongoing unless terminated per agreement . |
| Base/Bonus | Base salary set per agreement; bonus target 55% of base, max 100% | See Fixed Compensation table . |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 15 months base salary; COBRA assistance (partial premium); bonus equal to 125% of 55% of then-effective base salary paid over severance period; 25% of unvested equity immediately vests; one-year post-termination exercise window | Cash severance + partial benefit continuation + partial acceleration . |
| Severance (During CIC Period) | If terminated without Cause or resigns for Good Reason within 2 years post-CIC: 18 months base salary; full COBRA premium coverage; bonus equal to 150% of target; 100% acceleration of unvested equity; one-year post-termination exercise window | Enhanced cash/benefits + full acceleration . |
| 2025 Amendments | Base increased to $717,229; expense allowance removed; Good Reason expanded; CIC determinations by pre-CIC board/independent third party; COBRA reimbursements clarified; bonus form of payment shifted to lump-sum in certain terminations; Section 409A clarifications | Improves clarity, reduces perqs, adds independence in CIC determinations . |
| Clawback | Company policy adopted March 28, 2023; plan includes recoupment/forfeiture provisions compliant with SEC/Nasdaq | Recoupment for restatements or misconduct . |
Board Governance
- Board structure: Independent Chairman (Gregory B. Brown, M.D.); separation of Chair and CEO to reduce conflicts and enhance independence; risk oversight via Board and Committees .
- Committees:
- Audit: Henson (Chair), Flowers, Klosk; all independent; met 4x; all three are “financial experts” .
- Compensation: Klosk (Chair), Brown, Henson; all independent; met 7x; Radford/AON engaged as independent consultant since 2015; CEO excluded from deliberations on his pay .
- Nominating & Governance: Brown (Chair), Azab, Flowers; all independent .
- Science & Technology: Azab (Chair), Brown, Mazzo; reviews R&D strategy, staffing, budgets; met 3x .
- Director tenure: Mazzo Class II director; director since 2015; Class II term extended to 2027 post-2024 re-election .
- Independence: All principal committees are comprised solely of independent directors; Mazzo serves as an executive director (not independent) .
Director Compensation (for context; employee directors like Mazzo receive none)
| Element | 2024 Non-Employee Director Program |
|---|---|
| Annual cash retainer | $40,000; Chair add’l $35,000 |
| Committee chair retainers | Audit $18,000; Compensation $12,000; Nominating & Governance $9,000; S&T $9,000 |
| Committee member retainers | Audit $8,000; Compensation $6,000; Nominating & Governance $4,500; S&T $4,500 |
| Annual equity | RSUs valued at $60,000; vest in 1 year; new directors receive 2x annual grant with 1/3 yearly vest for 3 years |
Compensation & Performance Linkage Highlights
- Pay-versus-performance: PEO compensation actually paid tracked upward as equity values improved, consistent with TSR accretion from 2022 to 2024 .
- Annual bonus: Formulaic STI targets with 55% target and up to 100% max; actual bonuses of $382k–$388k in 2023–2024 suggest tangible achievement against annual goals; however, detailed metric weighting (e.g., revenue, EBITDA, TSR) not disclosed .
- Equity mix: 2024 PSUs met (58k) signaling achievement of pre-set performance conditions, while 2023 PSUs (26k) were canceled—evidence of at-risk pay alignment year-to-year .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, including use of securities for margin/loans, reducing misalignment risk .
- Clawback: Compliant with SEC/Nasdaq; plan provisions allow recoupment for restatements/misconduct .
- Option repricing: No disclosure of repricing; standard vesting cadence and legacy higher-strike grants remain outstanding .
- Say-on-Pay: Board recommends “FOR” vote and annual frequency; specific approval percentages not disclosed .
Compensation Peer Group and Process
- Consultant: Radford/AON engaged since 2015 to benchmark executives and directors; independence assessed; no conflicts .
- Peer group: Defined by Radford for life sciences; composition not disclosed in proxies .
Company Performance (context for alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR Value of $100 Investment ($) | 20.04 | 21.63 | 23.61 |
| Net Income (Loss) ($M) | (54) | (21) | (20) |
| Revenues ($) | —* | —* | 1,000,000* |
| EBITDA ($) | (27,139,000)* | (25,519,000)* | (22,235,000)* |
*Values retrieved from S&P Global.
Board Service History and Dual-Role Implications
- Service history: Executive director since 2015; re-elected as Class II director for term expiring 2027 .
- Committee roles: Member of Science & Technology Committee (non-independent committee); not on Audit or Compensation committees (both independent) .
- Dual-role implications: Separation of Chair (independent) and CEO roles mitigates concentration of power and independence concerns; independent committees govern financial reporting and compensation, limiting potential conflicts from Mazzo’s executive-director status .
Investment Implications
- Alignment: Rising beneficial ownership from 138k (1.7%) in 2023 to 360k (4.1%) in 2025—plus PSUs that vest based on performance—supports skin-in-the-game and pay-at-risk alignment . Prohibitions on hedging/pledging and CEO ownership guidelines (3x salary by June 2028) further align incentives .
- Retention/turnover risk: Automatic 1-year renewals and substantial severance/change-in-control protections (15–18 months salary, partial/full COBRA, partial/full equity acceleration) reduce near-term departure risk; 2025 amendments remove certain perqs (expense allowance) and enhance clarity (Good Reason, 409A), signaling governance tightening .
- Trading signals: Near-term vesting from restricted stock and ongoing option vesting could create periodic liquidity events; options granted at $3.08 (2024) and restricted stock tranches from prior years vesting quarterly/annually warrant monitoring for insider selling pressure near vest dates . Lack of hedging/pledging reduces forced-selling risk, but watch for Rule 10b5-1 plan filings and Form 4 activity around vesting cycles.
- Execution risk: 2024 PSUs achieved after 2023 cancellations indicate variability in hitting performance hurdles; continued net losses and limited revenue base highlight binary R&D outcomes—comp structures seem calibrated to milestones but investors should assess the specific PSU metrics if disclosed in future proxies .