Jerrold B. Grossman
About Jerrold B. Grossman
Jerrold B. Grossman, D.P.S. (age 77) is Vice Chairman of ADMA’s Board, a co‑founder, and has served as director since 2007; he previously served as ADMA’s part‑time CEO from 2007–Oct 2011, and holds a B.A. and M.B.A. from Fairleigh Dickinson University and a D.P.S. in Business Management from Pace University . He has 35+ years’ experience in the blood and plasma industry and is the father of ADMA’s President & CEO, Adam S. Grossman—a material family relationship relevant to independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADMA Biologics, Inc. | Vice Chairman; Director; part‑time CEO | Director since 2007; CEO 2007–Oct 2011 | Co‑founder; sector expertise in plasma industry |
| New York Blood Center | Prior positions | N/A | Blood/plasma operations experience |
| Immuno‑U.S., Inc. | Prior positions | N/A | Industry experience |
| Bergen Community Blood Services | Chairman of the Board (prior) | N/A | Governance leadership in blood services |
External Roles
| Organization | Role | Status |
|---|---|---|
| Technomed, Inc. (formerly National Hospital Specialties) | Founder & CEO | Current since 1980 |
| GenesisBPS | Founder & President | Current since 1990 |
| New Jersey Blood Bank Task Force | Member | Current |
| New Jersey Association of Blood Bank Professionals | Founder & Director | Current |
| Pascack Bancorp, Inc. | Founder & Director | Former; acquired by Lakeland Bancorp in Jan 2016 |
| Lakeland Bancorp Inc. | Corporate Advisory Council member | Current |
Board Governance
- Independence: ADMA’s Board determined five of seven directors are independent; Dr. Jerrold B. Grossman is not listed among independent directors due to his family relationship and affiliations .
- Classification and elections: Board is staggered (three classes); Dr. Grossman is a Class III nominee for a term expiring at the 2028 annual meeting .
- Committee assignments: Audit (Kwon‑Chair, Guiheen, Salas), Compensation (Kwon‑Chair, Guiheen, Finger), Governance & Nominations (Guiheen‑Chair, Elms, Finger); Dr. Grossman is not a member of these standing committees .
- Attendance: In 2024 the Board met 5 times; no incumbent director attended fewer than 75% of Board/committee meetings; all directors except a former director attended the prior annual meeting .
Fixed Compensation
- Policy: Non‑employee directors receive cash retainers—$50,000 annual director retainer, plus $40,000 for Chairman and $40,000 for Vice‑Chairman; committee chair/member retainers also apply .
- Jerrold B. Grossman’s 2024 fees total $90,000 (director retainer + Vice‑Chair fee), with no committee retainers observed .
| Metric (USD) | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $70,900 | $90,000 | $90,000 |
| Stock Awards (RSUs grant‑date fair value) | — | $86,480 | $129,816 |
| Option Awards (grant‑date fair value) | $76,672 | $108,236 | $124,583 |
| Total | $147,572 | $284,716 | $344,399 |
Compensation structure notes:
- 2024 grants to non‑employee directors: options to purchase 37,541 shares and 24,040 RSUs; options priced at $5.40, vest monthly over 12 months and expire 2/26/2034 (or sooner upon board departure); RSUs vest in two equal tranches at 6 and 12 months .
Performance Compensation
Director equity awards are time‑based rather than linked to operating/TSR performance metrics; vesting schedules drive alignment and retention.
| Grant Type | Grant Date | Shares / Units | Exercise Price | Vesting Schedule | Termination |
|---|---|---|---|---|---|
| Stock Options | 02/26/2024 | 37,541 | $5.40 | 12 equal monthly installments; fully vested at 1 year | Earlier of 02/26/2034 or ~90 days after board service ends |
| RSUs | 02/26/2024 | 24,040 | N/A | 50% at 6 months; 50% at 12 months (subject to continued service) | N/A |
Policy safeguards:
- Equity timing policy: ADMA adopted restrictions starting Mar 1, 2024 prohibiting option‑like grants within four business days before or one business day after material filings (10‑K/10‑Q/8‑K) .
- Clawback: Board adopted a Dodd‑Frank/Nasdaq‑compliant incentive compensation recoupment policy effective Dec 1, 2023 (for executive officers) .
Other Directorships & Interlocks
- Designation rights: Dr. Grossman serves as Hariden LLC’s designated nominee; Hariden is controlled by Adam S. Grossman (CEO), indicating a governance linkage between father and son .
- Chairman designation: Other board designation rights include Aisling Capital’s nominee (independent director Steven Elms), framing external investor influence consistent with 2012 financing terms .
Expertise & Qualifications
- Deep sector expertise: 35+ years in blood/plasma operations, distribution, and medical devices (Technomed; GenesisBPS), with leadership across industry bodies and prior blood services governance roles .
- Education: B.A. (Economics & Finance) and M.B.A. (Fairleigh Dickinson); D.P.S. in Business Management (Pace University) .
Equity Ownership
- Beneficial ownership (March 31, 2025): 833,924 shares (<1%), including direct and indirect holdings; options exercisable counted per Rule 13d‑3 .
- Breakdown: includes Genesis Foundation (38,294), Jerrold Grossman 2019 Irrevocable Trust (31,381), direct (467,305), Brookwood LLC (22,857), spouse (175), and options exercisable (273,912); excludes 12,210 options and 10,889 RSUs not vesting within 60 days .
| Metric | FY 2024 (as of Apr 1, 2024) | FY 2025 (as of Mar 31, 2025) |
|---|---|---|
| Shares Beneficially Owned (number) | 914,520 | 833,924 |
| Ownership % of Outstanding | <1% | <1% |
| Options included in beneficial ownership | 378,548 | 273,912 |
| Not included (unvested within 60 days) | 28,156 options; 24,040 RSUs | 12,210 options; 10,889 RSUs |
Pledging/hedging:
- No pledging disclosed for Jerrold B. Grossman; note that Adam S. Grossman (CEO) pledged 712,326 shares under a margin line of credit (contextual, not Jerrold’s holdings) .
Related‑Party Exposure and Potential Conflicts
- Shared Services Agreement (Areth LLC): ADMA paid $120,000 in 2024 for office/warehouse/services; term extended to Dec 31, 2026; Areth is controlled by Dr. Grossman and Adam S. Grossman .
- Purchases from GenesisBPS: $0.2 million of equipment/services in 2024 (and $0.4 million in 2023); GenesisBPS is owned by Dr. Grossman and Adam S. Grossman .
- Designation rights: Hariden LLC (controlled by Adam S. Grossman) designates Dr. Grossman to the Board (governance interlock) .
- Family relationship: Dr. Grossman is the father of the CEO—material for independence and potential influence considerations .
Insider Trades
- Section 16 compliance: ADMA disclosed late Form 4 filings in 2023 for Adam S. Grossman and Brian Lenz; no late filing disclosure for Dr. Jerrold B. Grossman in that period .
- Recent Form 4 transaction detail for Dr. Grossman was not retrievable via the insider trades tool during this session; will be monitored for updates.
Governance Assessment
- Committee participation and independence: Dr. Grossman is not an independent director and does not serve on standing committees; this mitigates his direct role in audit/compensation/governance decisions but preserves influence through Vice‑Chairman status and designation rights .
- Ownership alignment: While his beneficial ownership is <1%, he holds a mix of vested options and direct/indirect shares; time‑based director RSUs/options suggest moderate alignment with shareholder outcomes .
- Compensation mix: Cash retainer plus routine annual equity grants; year‑over‑year increases in equity grant values (2021→2023→2024) reflect market normalization and stock appreciation, but are not performance‑contingent for directors .
- Safeguards: ADMA maintains a clawback policy (for executives) and option grant timing restrictions, which strengthen compensation governance broadly; however, director equity remains time‑based without explicit performance metrics .
RED FLAGS
- Family/related party: Father‑son relationship (Vice Chairman and CEO) plus are interlocks via Hariden; not independent .
- Related‑party transactions: Areth lease payments and GenesisBPS purchases controlled/owned by Dr. Grossman and/or Adam S. Grossman; ongoing nature increases conflict‑of‑interest scrutiny .
- Designation rights: Board seat designated by an entity controlled by the CEO (Hariden), amplifying concerns about board autonomy .
Signals for investor confidence
- Engagement: Meets attendance thresholds; Board and committees appear active with multiple meetings (Audit 6; Compensation 7; Governance 1 in 2024), and strong independent committee membership .
- Oversight practices: Audit Committee meets privately with auditors; compensation oversight includes independent consultant and published philosophy; structural policies (clawback; grant timing) enhance governance hygiene .