Joseph Oliveto
About Joseph Oliveto
Joseph Oliveto, age 58, is President, Chief Executive Officer, and a Director of Milestone Pharmaceuticals (since 2017), bringing 30+ years of biotech/pharma experience across development, commercialization, manufacturing, licensing, and turnarounds; he holds a BA in Chemistry and an MBA from Rutgers University . Under his leadership, pay-versus-performance disclosures show compensation actually paid of $973,155 in 2024 versus $454,206 in 2023, while the Company’s cumulative TSR proxy metric declined from $141.32 in 2023 to $42.17 in 2024, reflecting share price pressure during regulatory setbacks . The proxy identifies FDA-related approval milestones as a core performance metric for 2024 equity awards (Cardamyst/etripamil NDA), with no vesting when targets weren’t met by year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Milestone Pharmaceuticals | President & CEO | 2017–present | Led late-stage development, launch programs, FDA interactions, licensing/strategic transactions |
| Galleon Pharmaceuticals | Chief Executive Officer | 2015–2016 | Operated medical product manufacturer; executive leadership |
| Chelsea Therapeutics (acquired by Lundbeck) | President & CEO; VP, Operations | 2012–2014; 2008–2012 | Executive leadership through acquisition; operations scale-up |
| Pappas Ventures | Executive in Residence | 2006–2008 | Business development in life-sciences venture capital |
| Hoffmann-La Roche | Global Alliance Director / Licensing Director; various positions | 2003–2008; 1989–2002 | Strategic alliances, licensing, senior leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chelsea Therapeutics International (Nasdaq: CHTP) | Director | 2013–2014 | Until acquisition by Lundbeck |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $601,520 | $601,520 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Bonus Paid ($) | $292,000 | $225,570 |
| All Other Compensation ($) | $55,950 | $55,171 |
Note: The proxy also presents a “2024 Annual Bonus Information” table indicating actual bonus = target for NEOs (CEO $300,760), which differs from SCT-reported 2024 non-equity incentive pay ($225,570) due to reporting conventions/timing; SCT values used above for consistency .
Performance Compensation
| Element | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Performance Stock Units (PSUs) | FDA NDA Approval of Cardamyst (etripamil) | Approval Date by 12/31/2025 | Not achieved as of 12/31/2024 | None recorded; PSUs had no grant-date fair value as goals deemed not probable | PSUs vest on Approval Date; expire if no Approval by 12/31/2025 |
| 2024 Performance Options | FDA NDA Approval of Cardamyst (etripamil) | Approval Date by 12/31/2025 | Not achieved as of 12/31/2024 | None recorded; options had no grant-date fair value as goals deemed not probable | 50% vests 6 months post Approval Date; 50% at 12 months; expire if no Approval by 12/31/2025 |
Additional award sizing detail (CEO): 2024 PSUs of 280,000 units; reported value $660,800 at 100% target assumption . Proxy states 100% of awards outstanding under the plan were underwater relative to strike price as of April 15, 2025, reducing near-term exercise pressure .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 5,043,594 |
| Ownership as % of shares outstanding | 9.0% (based on 53,464,273 shares) |
| Options exercisable within 60 days | 2,599,802 included in beneficial ownership |
| Insider pledging/hedging | Prohibited by Insider Trading Policy (no pledging/margin, no hedging/derivatives) |
| 10b5-1 plans | Allowed subject to policy controls and no MNPI at adoption |
| Stock ownership guidelines | Not disclosed in proxy for executives; director compensation cap $750,000 value per annum (initial year $1.1M) |
Plan-level dilution and overhang context:
- Outstanding options: 11,126,400; weighted-average strike $4.22; remaining term 6.8 years .
- Overhang: 18.2% (2024); Dilution: 16.1% (2024); Burn rate: 4.1% (2024) .
- As of April 15, 2025, share price $0.834; 100% of awards outstanding were underwater .
Employment Terms
| Provision | Base Case | Change-in-Control (double trigger) |
|---|---|---|
| Cash severance | 12 months salary continuation | 18 months salary continuation |
| Benefits | Health premium reimbursement for same period (12 mo; 18 mo under CoC) | Health premium reimbursement for 18 months |
| Bonus | Not specified outside CoC | One-time bonus = 1.5x target bonus for year of termination |
| Equity | Not specified outside CoC | Accelerated vesting of all outstanding, unvested stock options |
| Triggers | Termination without cause or resignation for good reason | Same, within 30 days prior to or 12 months post change-in-control |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2023 (Rule 10D-1/Nasdaq 5608) for restatements | |
| Plan CoC vesting | 2019 Plan itself does not auto-accelerate on CoC; acceleration via agreements/award terms only | |
| Non-compete/non-solicit | Agreements include non-solicit/non-compete provisions |
Board Governance
- Role: Executive Director; not independent due to CEO status .
- Board leadership: Independent Chair (Robert Wills), separation of Chair/CEO roles; regular executive sessions of independent directors .
- Committees: Audit, Compensation, Nominating & Corporate Governance are fully independent; CEO is not a committee member .
- Committee chairs: Audit – Michael Tomsicek (financial expert); Compensation – Seth H.Z. Fischer; Nominating – Robert Wills .
- Attendance: CEO attended 100% of Board meetings in 2024; Board met 19 times in 2024 .
- Director compensation policy: CEO receives no additional pay for director service; non-employee directors get cash fees plus options (initial 80,000; annual 40,000), with vesting monthly and full vesting on change-in-control for annual grants .
Dual-role implications: Independence risks are mitigated by independent Chair, fully independent key committees, executive sessions, and a robust governance framework (Code of Conduct, conflict-of-interest abstentions under Quebec law) .
Director Compensation (for context)
| Element | Amount/Structure |
|---|---|
| Non-employee director annual cash | Typical fees; table shows 2024 amounts (e.g., Chair $92,500) |
| Equity | Annual option to purchase 40,000 shares; 12 monthly vesting; full vest on CoC for annual grant |
| Initial equity | Option to purchase 80,000 shares; monthly vest over 3 years |
| Annual cap | $750,000 total value; $1,100,000 in initial appointment year |
Joseph Oliveto does not receive additional director compensation beyond his executive pay .
Performance & Track Record
- 2025 regulatory events: FDA issued a Complete Response Letter for etripamil (PSVT) on March 28, 2025; Company submitted and FDA accepted a response in July 2025, indicating active remediation and continued regulatory dialogue .
- Pay vs performance: Compensation actually paid rose in 2024 (due to valuation adjustments), while cumulative TSR proxy metric declined, highlighting misalignment driven by share price volatility around regulatory events .
Compensation Structure Analysis
- Equity risk posture: 100% of outstanding awards were underwater as of April 15, 2025, limiting immediate option exercise/selling pressure and aligning future upside with share price recovery .
- 2024 at-risk design: Performance-based options and PSUs tied to FDA Approval Date did not vest; grant-date fair values were recorded as zero given “not probable” status at award, increasing pay-at-risk contingent on regulatory milestones .
- Consultant independence: Compensation Committee retained Aon; independence assessed, no conflicts; market data/peer assessments used for executive and director pay .
Equity Incentive Plan Mechanics
- Amended 2019 Plan proposes adding 4,000,000 shares; removes evergreen feature; prohibits discounted options; requires shareholder approval for material amendments; maintains clawback provisions; no automatic CoC acceleration .
- As of April 15, 2025: 919,575 shares available (pre-amendment); 10,665,765 shares subject to outstanding awards; total outstanding options 11,126,400; share price $0.834 .
Related Party Transactions & Governance
- Policy: Formal related party transaction policy post-IPO; Audit Committee review with independence safeguards; no departures from Code of Conduct reported since Jan 1, 2024 .
Investment Implications
- Alignment and retention: CEO holds ~9.0% beneficial ownership with 2.6M options exercisable in 60 days, plus contingent 2024 PSUs tied to FDA approval—strong upside alignment if Cardamyst secures approval; hedging/pledging prohibitions support alignment and reduce leverage risk .
- Near-term selling pressure: Underwater options across the plan and performance-conditioned vesting reduce immediate selling; however, an Approval Date before 12/31/2025 would trigger substantial vesting (PSUs and options), creating potential supply overhang—monitor any 10b5-1 plans and Form 4 activity around regulatory catalysts .
- Change-in-control economics: Double-trigger benefits (18 months salary, 1.5x target bonus, option acceleration) could incentivize supportive stance in strategic transactions; absence of plan-level auto-acceleration moderates dilution risk unless employment triggers occur .
- Governance quality: Independent Chair and fully independent key committees plus executive-session practice mitigate CEO+Director dual-role concerns; robust clawback policy and no discounted options reflect positive governance signals .
- Execution risk: 2025 CRL and subsequent FDA dialogue underscore regulatory uncertainty; TSR declines in 2024 proxy metrics highlight sensitivity—equity grants are appropriately conditioned on approval milestones, preserving pay-for-performance integrity .
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