Benedetta Casamento
About Benedetta Casamento
Benedetta I. Casamento, age 59, has served on Milestone Scientific’s Board since April 2022 and is designated as an independent director under NYSE American rules; she is expected to become Chairman of the Board upon election at the December 18, 2025 annual meeting . She is the Board’s audit committee financial expert, with a career spanning finance and operations leadership roles across retail and technology, including service as Chairman/President of an AI imaging company and EVP of Finance & Operations at Talbots, reflecting strong credentials in accounting, finance, and strategic execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allyke, Inc. (AI digital imagery insights) | Chairman and President | Jun 2016 – Aug 2017 | Led AI-driven digital imagery strategy for retail |
| Calypso St. Barth | Chief Executive Officer | Dec 2014 – Apr 2016 | Led luxury retail operations and strategy |
| Consultant to private equity firms (retail/fashion portfolios) | Consultant | Jul 2012 – Dec 2014 | Strategic/operational advisory to PE portfolio companies |
| The Talbots, Inc. | EVP, Finance & Operations | Mar 2009 – Jul 2012 | Finance/operations leadership at specialty retailer |
| Liz Claiborne Inc. | Various leadership roles; President, Liz Claiborne Brands (culminating) | Feb 1999 – Nov 2008 | Brand P&L leadership across portfolio |
| Saks Fifth Avenue | Early career | Not specified | Foundational retail experience |
| Consultant/Board member (strategy, finance, operations) | Consultant/Board roles | Since Aug 2017 | Strategic, finance, and operations advisory |
External Roles
- No current public company directorships disclosed for Ms. Casamento .
Board Governance
- Independence: The Board determined that Ms. Casamento is independent under NYSE American and SEC rules .
- Audit Committee Financial Expert: The Board has designated Ms. Casamento as the “audit committee financial expert” per Item 407(d)(5) of Regulation S‑K .
- Committee assignments and chair roles (FY2023 configuration):
- Audit Committee: Chair (members: Casamento, Neil Goldman, Michael McGeehan) .
- Compensation Committee: Chair (members: Casamento, Neal Goldman, Michael McGeehan) .
- Nominating & Corporate Governance Committee: Member (Chair: Michael McGeehan; members include Casamento, Neal Goldman) .
- Attendance: Board met 7 times in FY2023 and 6 times in FY2024; all directors attended at least 75% of Board and committee meetings in each year .
- Board leadership transition: Upon 2025 election, Ms. Casamento will become Chairman; Neal Goldman to serve as Vice Chairman .
- Risk oversight: Board explicitly oversees China operations, liquidity/capital access, product acceptance, and operational risk within a structured risk management framework .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual director retainer (paid in stock) | $120,000 | $120,000 | Company plan sets $100,000 for directors, $120,000 for Chair of Board; committee chairs receive $10,000 each, paid in stock . Ms. Casamento’s 2023 $120,000 aligns with base + chair fees (Audit and Compensation) . |
| Committee chair fees (per committee) | $10,000 per chair | $10,000 per chair (plan) | Paid in stock; Ms. Casamento chaired Audit and Compensation in 2023 . |
| Meeting fees | Not disclosed | Not disclosed | No per-meeting fees disclosed |
| Cash paid | $0 (stock awards only) | $0 (stock awards only) | Director compensation delivered in equity to align ownership |
Performance Compensation
- No performance-based director compensation (e.g., PSUs, TSR-linked awards) is disclosed for non-executive directors; director compensation is delivered as stock awards under the Director Compensation Plan .
Other Directorships & Interlocks
- No interlocks or external public company boards involving Ms. Casamento are disclosed .
Expertise & Qualifications
- Financial, accounting, and operations expertise; designated audit committee financial expert .
- Strategic leadership across retail and technology, including AI-focused initiatives .
- Board tenure since 2022; experienced in committee leadership (Audit and Compensation) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Benedetta Casamento | 269,659 | n/a | Record date May 28, 2024 |
| Benedetta Casamento | 404,490 | 0.51% | Record date Nov 4, 2025 |
- Insider policy prohibits short sales, holding in margin accounts, or pledging Company securities as collateral; trades require pre-clearance or be under 10b5‑1 plans, with blackout periods enforced .
- Section 16(a) compliance: Company reports directors complied with ownership reporting for FY2023 and FY2024 .
Related Party and Conflict Considerations
- Convertible note financing: On April 9, 2025, the Company issued unsecured promissory notes totaling $800,000 to directors Neal Goldman, Benedetta Casamento, and Didier Demesmin; notes mature April 9, 2028, bear interest at prime minus 2.50%, are convertible at fair value but not less than $0.50, and may be repaid in cash and/or stock at the Company’s discretion—introducing a related-party financing arrangement and potential optics around independence and capital allocation .
- Audit Committee oversight of related-party transactions is established via charter and practice; the committee pre-approves audit and non-audit services and oversees independence .
- Key supplier is a related party (United Systems); purchases were ~$2.3M (2023) and ~$1.7M (2024), with payables outstanding; oversight noted under “Certain Relationships and Related Transactions” .
- No hedging/pledging permitted for directors per insider trading policy, reducing alignment risk .
Governance Assessment
- Strengths:
- Independence affirmed; audit committee financial expert designation strengthens financial reporting oversight .
- High engagement with committee leadership and strong meeting attendance across the Board (≥75%) .
- Director pay in stock builds ownership alignment; Ms. Casamento’s compensation appears driven by committee chair responsibilities, avoiding cash-heavy pay .
- Watch items / RED FLAGS:
- Related-party financing via director-held convertible notes (including Ms. Casamento) can raise investor perception risks around capital structure decisions and board independence; conversion floor ($0.50) introduces dilution considerations if converted near the floor .
- Continued reliance on a related-party supplier (United Systems) underscores procurement concentration and conflict oversight needs; ensure robust audit committee review .
- Signals:
- Transition to independent Chairman role (Ms. Casamento) reinforces separation of chair and CEO, consistent with Board’s stated governance rationale and risk oversight framework .
- Insider policies (no pledging/shorts; clawback policy) and Section 16 compliance support investor confidence in trading and reporting practices .
Overall, Ms. Casamento exhibits strong governance credentials through committee leadership, financial expertise, and equity-based director compensation. Investors should monitor execution of the April 2025 related-party notes and supplier relationships for any evolving conflicts and dilution risk, while welcoming the continued emphasis on independent Board leadership and risk oversight .