Charles Berkman
About Charles Berkman
Chief Legal Officer and Secretary of OmniAb since November 2022; previously Legacy OmniAb Chief Legal Officer (March 2022), OmniAb Secretary (since December 2015), and long-time Ligand legal executive (VP/General Counsel/Secretary from April 2007; SVP/General Counsel/Secretary from January 2018). Age 56; B.S. in Chemistry and J.D. from the University of Texas. During his tenure, OmniAb’s 2024 revenue decreased 23% year-over-year to $26.4 million, reflecting lumpiness in milestones and lower royalties, while PSUs granted in 2022 vested at 158% achievement on the combined TSR metric in January 2025, indicating strong relative TSR performance vs. the Nasdaq Biotechnology Index over the measurement period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OmniAb | Chief Legal Officer & Secretary | Nov 2022–present | Executive legal leadership post spin-out, governance and SEC compliance |
| Legacy OmniAb | Chief Legal Officer | Mar 2022–Nov 2022 | Led legal framework pre-spin; supported business combination |
| OmniAb | Secretary | Dec 2015–present | Corporate secretary responsibilities and governance continuity |
| Ligand Pharmaceuticals | SVP, General Counsel & Secretary | Jan 2018–2022 | Enterprise legal leadership; public company governance |
| Ligand Pharmaceuticals | VP, General Counsel & Secretary | Apr 2007–Jan 2018 | Legal and corporate secretary functions |
| Ligand Pharmaceuticals | Associate General Counsel & Chief Patent Counsel | Nov 2001–Apr 2007 | IP strategy and patent counsel leadership |
| Baker & McKenzie | Attorney | Nov 2000–Nov 2001 | IP/legal practice at international law firm |
| Lyon & Lyon | Attorney (IP) | 1993–Nov 2000 | Specialized intellectual property practice |
External Roles
No additional public company directorships or external roles disclosed for Berkman .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $485,576 | $494,479 (earned); base set at $496,100 for 2024 |
| Target Bonus (%) | 45% of base | 45% of base |
| Actual Bonus Paid ($) | $218,509 | $200,264 |
| All Other Compensation ($) | $7,828 (life insurance and 401(k) match) | $744 (life insurance) |
| Notes | OmniAb annual bonus 100% tied to corporate performance; no tax gross-ups |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (2023) | Corporate objectives (technology launches, deals, operations, culture/ESG) | 100% corporate; individual discretion not disclosed | 45% of base salary | $218,509 | Paid Q1 2024 |
| Annual bonus (2024) | Corporate objectives (innovation/OmniHub, partner base +10%, ops/YE cash, ESG/risk) | 100% corporate; individual discretion not disclosed | 45% of base salary | $200,264 | Paid Q1 2025 |
| PSUs (2022 grant) | Business Combination completion date (quarter met) | 50% | 100% at Q4 2022 | Vested at 100% achievement upon 11/1/2022 closing | At closing; service requirement |
| PSUs (2022 grant) | Combined TSR vs Nasdaq Biotech Index | 50% | 100% at 55th percentile | Certified at 158% achievement in Jan 2025 | Vested upon certification |
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | Ownership % of SO | Breakdown |
|---|---|---|---|
| Mar 31, 2024 | 744,997 | <1% | 298,825 common (incl. 115,346 Earnout); 432,631 options exercisable/within 60 days; 13,541 RSUs vesting within 60 days |
| Apr 23, 2025 | 1,039,564 | <1% | 363,212 common (incl. 115,346 Earnout); 676,352 options exercisable/within 60 days |
Outstanding awards (Berkman) at 12/31/2024:
- RSUs unvested: 98,945 (June 10, 2022; Jan 3, 2023; Apr 7, 2023; Feb 16, 2024); market value $350,265 at $3.54 close .
- PSUs outstanding (target): 28,633 (2022 grant TSR component; certified at 158% in Jan 2025) .
- Options (exercisable/unexercisable, strike, expiry):
- 4,169 / — @ $6.46 exp. 2/10/2025
- 9,148 / — @ $9.84 exp. 2/11/2026
- 16,607 / — @ $11.52 exp. 2/24/2027
- 25,702 / — @ $18.24 exp. 3/2/2028
- 52,211 / — @ $13.54 exp. 2/11/2029
- 73,716 / — @ $10.98 exp. 2/13/2030
- 28,532 / 1,240 @ $20.36 exp. 2/3/2031
- 124,306 / 51,171 @ $10.41 exp. 5/5/2032
- 87,738 / 87,739 @ $3.68 exp. 12/7/2032
- 101,562 / 142,188 @ $3.75 exp. 4/7/2033
- 50,781 / 192,969 @ $5.64 exp. 2/16/2034
Ownership/Alignment policies:
- Insider Trading Policy prohibits pledging, hedging (prepaid forwards, swaps, collars, exchange funds), margin purchases, short sales, and derivatives; any exceptions require prior compliance approval .
- Clawback policy compliant with SEC/Nasdaq: recoup erroneously awarded incentive compensation (including stock price/TSR-based) upon a restatement for Section 16 officers, for awards on/after Oct 2, 2023 .
- Executive stock ownership guidelines not disclosed; director ownership guidelines exist (≥3x annual retainer within five years) .
Employment Terms
- Role start and tenure: Chief Legal Officer & Secretary since November 2022 (~2.5 years at April 2025) .
- Change-in-control (double-trigger) severance: if terminated without cause or resigns for good reason within 24 months post-CIC: cash equal to 1x base salary + 1x greater of target bonus for year of termination or year of CIC; plus 12× monthly COBRA premium; time-based equity vests; option post-termination exercise window extended to 9 months (not beyond original expiry) .
- Definitions: Cause and Good Reason as customary (felony, willful material breach, gross negligence/misconduct, failure to perform; material diminution in role/comp, relocation, or company breach) with cure periods .
- Severance Plan (non-CIC): lump sum base through termination, severance equal to 2 months + 1 week per year of service, continued health coverage at employee cost during severance period, contingent on release; not available if CIC agreement benefits apply .
Company Performance (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($000s) | $34,164 | $26,391 |
| License & Milestones ($000s) | $20,699 | $13,866 |
| Service Revenue ($000s) | $12,180 | $11,949 |
| Royalty Revenue ($000s) | $1,285 | $576 |
| Net Loss ($000s) | $(50,619) | $(62,033) |
Key factors: 2024 license/milestone revenue down due to prior-year $10M EU TECVAYLI® milestone and $2.5M batoclimab milestones; 2024 recognized $2.0M IND, $2.0M Phase 3, and $1.5M Phase 1 milestones; royalties declined on lower partner net sales .
Investment Implications
- Alignment: Significant at-risk pay via equity (options/RSUs) with multi-year vesting and TSR-based PSUs (158% certified in Jan 2025), plus strict prohibitions on pledging/hedging and a formal clawback—supporting long-term shareholder alignment and governance robustness .
- Retention risk: Large unvested equity (RSUs and options) across multiple vintages and vest dates (through 2027) incentivizes continuity; CIC benefits are moderate (1x salary + 1x target bonus) and require a qualifying termination, which tempers golden parachute risk .
- Selling pressure: Regular RSU vesting (e.g., February 16, 2025/2026/2027) and sizable option holdings create potential event-driven liquidity windows; however, hedging/pledging bans reduce misalignment risks; no executive ownership guidelines disclosed to quantify “skin-in-the-game” beyond beneficial ownership .
- Pay-for-performance structure: Annual bonus tied 100% to corporate milestones (innovation, deals, operations, culture/ESG) rather than near-term revenue, consistent with platform-royalty model; TSR PSUs add market-based discipline. Given 2024 revenue volatility and continuing net losses, incentive mix emphasizes strategic progress over short-term P&L, which is typical for discovery platforms but may not directly correlate with financial outcomes each year .
- Governance signals: No tax gross-ups; clawback policy in force; Section 16 filings reported compliant in 2024; combined these reduce red-flag risk and enhance compensation oversight quality .
Note: No non-compete/non-solicit durations, executive stock ownership guidelines, or hedging/pledging exceptions for Berkman individually were disclosed beyond company-wide policy.