Charles J. Casamento
About Charles J. Casamento
Charles J. Casamento (age 78) is Chairman of the Board at Relmada Therapeutics, Inc. (RLMD), serving as a director since July 2015 and Chairman since June 2017. He is an independent director under Nasdaq rules and sits on the Audit, Compensation, and Corporate Governance & Nominating Committees; he has chaired the Compensation Committee since January 1, 2023. Casamento holds a Pharmacy degree from Fordham University and an MBA from Iona University, and has led multiple biopharma companies including Questcor Pharmaceuticals and Interneuron/Indevus, with senior roles at Genzyme, Novartis, Hoffmann-LaRoche, Johnson & Johnson, and American Hospital Supply.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sage Group | Executive Director & Principal | Since 2007 | Healthcare advisory group focusing on BD strategy and transactions |
| Osteologix | President & CEO | Oct 2004 – Apr 2007 | Led company operations |
| Questcor Pharmaceuticals | Chairman, CEO & President | Merger in 1998; through Aug 2004 | Oversaw post-merger leadership; company later acquired by Mallinckrodt |
| RiboGene | Chairman, President & CEO | From 1993; merged in 1998 | Took company public; executed major collaborations; merger formed Questcor |
| Interneuron (Indevus) | Co-founder & CEO | From 1989 | Company later acquired by Endo Pharmaceuticals |
| Genzyme | SVP & GM, Pharmaceuticals & Biochemicals | Until 1989 | Senior leadership in pharma/biochemicals |
| American Hospital Supply Corp. | VP, BD & Strategic Planning, Critical Care Division | Jan 1983 – May 1985 | Led BD/strategy in critical care |
| Novartis; Hoffmann-LaRoche; Johnson & Johnson | Various roles in marketing, sales, finance, BD | Prior to 1985 | Foundational commercial and BD experience |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| Eton Pharmaceuticals, Inc. | Independent Director | Current | Public company board service |
| GT Biopharma, Inc. | Independent Director | Current | Public company board service |
| First Wave Biopharma, Inc. | Independent Director | Prior (listed 2024 proxy) | Public company board service |
| PaxMedica, Inc. | Lead Independent Director | Prior (listed 2024 proxy) | Lead independent oversight |
| Multiple boards historically | Director | 14 public, 2 private | Career total board service |
Board Governance
- Independence: RLMD identifies Casamento as an independent director under Nasdaq Listing Rule 5605(a)(2).
- Roles: Chairman of the Board; member of Audit, Compensation, and Corporate Governance & Nominating; Compensation Committee Chair since 1/1/2023.
- Attendance: Board met 5 times in FY2024 and all directors attended; in FY2023, Board met 4 times and all directors attended. Audit Committee met 4 times in 2024; Compensation Committee met 2 times; Corporate Governance & Nominating met 4 times.
- Tenure: Director since July 2015; Chairman since June 2017.
- Lead Independent Director: Not disclosed.
- Executive sessions: Not disclosed.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $17,655 per quarter ($70,620 total) | Standard for non-management directors |
| Chairman of the Board Fee | $67,089 | Additional cash compensation for chair duties |
| Committee Fees (2025 Schedule; unchanged vs 2024) | Audit Chair $23,540; Audit Member $10,593; Compensation Chair $17,067; Compensation Member $8,239; Nominating Chair $17,067; Nominating Member $8,239 | Annual fees for committee participation |
| Reimbursements | Out-of-pocket expenses reimbursed | Standard practice |
Director-specific FY2024 compensation:
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $173,608 | $0 | $0 | $180,000 | $353,608 |
| 2023 | $162,250 | $0 | $67,331 | $0 | $229,581 |
Notes:
- The "All Other Compensation" column in 2024 reflects cash paid in replacement of stock options not approved at the annual shareholder meeting.
Performance Compensation
| Element | Grant Activity | Terms | Performance Metrics |
|---|---|---|---|
| Stock Options (Director) | No options granted to Board members in 2024; options granted in 2023 (grant-date FV $67,331 for Casamento) | Plan requires exercise price ≥ FMV; typical 10-year term; vesting per award agreement | No director-specific performance metrics disclosed for equity grants; director compensation is primarily time-based |
Plan provisions (applicable to director awards):
- Change-in-control: Outstanding options/SARs become immediately exercisable; restricted stock/RSUs restrictions lapse; performance awards deemed at 100% of target (award agreements may specify otherwise).
- Clawback: Company adopted clawback policy in Nov 2023 for executive officers under Rule 10D-1 and Nasdaq; director awards are not specifically addressed in the clawback narrative.
Other Directorships & Interlocks
| Company | Relationship to RLMD | Potential Interlock/Conflict |
|---|---|---|
| Eton Pharmaceuticals, GT Biopharma | External boards | No RLMD-related transactions disclosed; independence affirmed |
| First Wave Biopharma, PaxMedica (2024 disclosure) | External boards | No RLMD-related transactions disclosed |
Expertise & Qualifications
- Education: Pharmacy degree (Fordham University) and MBA (Iona University).
- Executive experience: CEO/Chairman roles across multiple biopharma companies; senior roles at Genzyme; extensive BD and strategic planning.
- Board service: Extensive board experience (14 public, 2 private).
Equity Ownership
| As of | Total Beneficial Ownership (Shares) | Ownership % | Breakdown |
|---|---|---|---|
| Mar 27, 2025 | 661,371 | 2.0% | Footnote indicates 0 common shares held directly; beneficial ownership composed of vested options: 6,441 ($13.80), 11,704 ($3.24), 81,406 ($4.60), 125,000 ($8.80), 100,000 ($43.47), 100,000 ($33.43), 131,250 ($19.03), 93,750 ($3.37), 11,820 ($2.48); excludes unvested options 18,750 ($19.03), 56,250 ($3.37), 19,702 ($2.48) |
| Mar 27, 2024 | 552,051 | 1.8% | Footnote lists vested options and excludes unvested options; includes 6,441 ($13.80), 11,704 ($3.24), 81,406 ($4.60), 125,000 ($8.80), 100,000 ($43.47), 81,250 ($33.43), 84,375 ($19.03), 46,875 ($3.37), 15,000 ($2.48); excludes unvested 18,750 ($33.43), 65,625 ($19.03), 103,125 ($3.37), 225,000 ($2.48) |
Policy flags:
- Anti-hedging: Company does not currently prohibit hedging transactions for employees, officers, or directors. No pledging disclosure noted.
Governance Assessment
-
Strengths:
- Independent director with deep biopharma operating experience; chairs Compensation Committee and contributes to all three committees.
- Board/committee engagement: RLMD held 5 board meetings in 2024 and all directors attended; key committees met multiple times.
- Ownership alignment: Material beneficial ownership via vested options; increased beneficial ownership from 2024 to 2025.
-
Watch items / RED FLAGS:
- Anti-hedging policy absence for directors and officers is a governance risk; hedging can weaken alignment.
- 2024 say-on-pay failed; RLMD acknowledged a negative vote and undertook investor engagement and plans to refine pay practices (indicator of shareholder concern).
- Shift from equity to cash in director pay: 2024 features “All Other Compensation” replacing options not approved by shareholders and no options granted to directors (reduction in at-risk equity), which may dilute performance alignment if sustained.
- Equity plan share increases could be dilutive; board sought additional shares (2.0M in 2025; 4.5M in 2024), which requires careful oversight to avoid pay inflation.
Committee Assignments, Chair Roles, and Expertise
| Committee | Membership | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Member; Chair since 1/1/2023 | Charles J. Casamento | 2 | Oversees executive/director pay; submitted CD&A report |
| Audit | Member | Fabiana Fedeli | 4 | Signed Audit Committee report |
| Corporate Governance & Nominating | Member | John Glasspool | 4 | Board composition and governance policy oversight |
Director Compensation Mix and Year-over-Year Analysis
| Year | Cash Retainer & Chair Fees | Equity (Options) | Other Cash (replacing options) | Mix Commentary |
|---|---|---|---|---|
| 2024 | $173,608 cash fees | $0 | $180,000 | No options granted to directors; cash paid in lieu of options not approved—reduced equity risk exposure |
| 2023 | $162,250 cash fees | $67,331 option awards (FV) | $0 | Traditional cash + options mix; subsequent year moved to cash replacement |
Related-Party Exposure
- RLMD disclosed related party items (e.g., psilocybin license with Arbormentis and affiliations of scientific advisors) but no transactions involving Casamento.
- No loans or personal arrangements disclosed for Casamento.
Compensation Peer Group and Consultant Use (Context)
- RLMD uses Radford Global Compensation data and external consultants for executive pay benchmarking and reviews director pay practices versus peers (no specific director peer list disclosed).
Say-on-Pay & Shareholder Feedback
- 2024 vote: Negative say-on-pay outcome; company engaged major investors and committed to disclosure and framework improvements.
- 2021 advisory vote: 93.4% support (historical context as a smaller reporting company).
Employment & Contracts (Director-Specific)
- No director employment contracts disclosed; director compensation covered by board-approved retainers and equity plans.
Equity Ownership Guidelines
- Director stock ownership guidelines: Not disclosed.
Risk Indicators & Signals
- Anti-hedging policy absent (risk of misaligned incentives).
- Equity plan dilution risk (requests to increase authorized shares).
- Governance continuity: High attendance and stable committee operations.
Summary Implications for Investors
- Casamento brings veteran biopharma leadership and active committee oversight, supporting board effectiveness; independence and attendance are positives.
- Recent compensation structure shift toward cash due to shareholder constraints, combined with absent anti-hedging policy, warrants monitoring of incentive alignment and future equity grant practices.
- The failed 2024 say-on-pay indicates investor scrutiny of pay design; board engagement and planned refinements are constructive, but follow-through should be tracked.