Steven A. Elms - Chairman of the Board | ADMA BIOLOGICS (ADMA) Executive Profile & Compensation

About Steven A. Elms

Steven A. Elms (age 61) is ADMA’s Chairman of the Board and an independent Class II director, serving on the Governance and Nominations Committee; he has been a director since 2007 . He is a Managing Partner at Aisling Capital (joined 2000), previously a Principal in Hambrecht & Quist’s Life Sciences Investment Banking group, with earlier roles at Donaldson, Lufkin & Jenrette (MBS trading), Marion Laboratories (pharmaceutical sales), and The Wilkerson Group (consulting) . He currently sits on the boards of Elevation Oncology (Nasdaq: ELEV), Marker Therapeutics (Nasdaq: MRKR), and Treeline Biosciences; prior public boards within the past five years include Loxo Oncology (Nasdaq: LOXO) and Zosano Pharma (Nasdaq: ZSAN) . Education: B.A. in Human Biology from Stanford University; M.B.A. from Northwestern University’s Kellogg School of Management .

Past Roles

Organization	Role	Tenure	Committees/Impact
ADMA Biologics	Director; Chairman of the Board	Director since 2007; Chair (current)	Leads Board meetings, stockholder meetings, agenda-setting, and authorizes retention of outside advisors for the Board
ADMA Biologics	Governance & Nominations Committee Member	Current	Committee evaluates nominees, governance principles, and Board assessments

External Roles

Organization	Role	Tenure	Committees/Impact
Aisling Capital	Managing Partner	Joined 2000 (current)	Life sciences private equity leadership; investment committee responsibilities (context for ADMA designation)
Elevation Oncology (ELEV)	Director	Current	Not disclosed
Marker Therapeutics (MRKR)	Director	Current	Not disclosed
Treeline Biosciences	Director	Current	Not disclosed
Loxo Oncology (LOXO)	Director	Prior 5 years	Not disclosed
Zosano Pharma (ZSAN)	Director	Prior 5 years	Not disclosed
Hambrecht & Quist	Principal, Life Sciences IB	Prior	Involved in 60+ financing/M&A transactions raising >$3.3B
Donaldson, Lufkin & Jenrette	MBS Trader	Prior	Not disclosed
Marion Laboratories	Pharmaceutical Sales Rep	Prior	Not disclosed
The Wilkerson Group	Consultant	Prior	Not disclosed

Board Governance

Independence: The Board has determined Elms is independent under Nasdaq standards; all standing committees are fully independent .
Leadership: ADMA separates CEO and Chair roles; as Chair, Elms calls/chairs Board meetings, presides at stockholder meetings, shapes agendas, and can retain advisors reporting to the Board .
Committees: Governance & Nominations (members: Guiheen–Chair, Elms, Finger) ; Audit (Kwon–Chair, Guiheen, Salas) ; Compensation (Kwon–Chair, Guiheen, Finger) .
Attendance/Engagement: Board met 5 times in FY2024; no incumbent director fell below 75% attendance of Board and applicable committee meetings; directors were encouraged to attend the annual meeting (all except former director Fong attended in 2024) .
Designation rights: Elms is Aisling Capital’s designated nominee pursuant to 2012 Financing rights, remaining in effect while Aisling retains ≥50% of its post-2012 stake—an important governance influence by a significant stockholder .

Fixed Compensation

Component	2024 Amount	Notes
Annual Board Cash Fees (Elms)	$96,777	Cash earned for Board/committee service; Chairman and committee retainers embedded
Annual RSU Grant (Elms)	$129,816	24,040 RSUs granted 2/26/2024 at $5.40 close; vests 50% at 6 months, 50% at 12 months
Annual Option Grant (Elms)	$124,583	37,541 options at $5.40 exercise price on 2/26/2024; vests monthly over 12 months; 10-year term, early termination if no longer director
Total 2024 Director Comp (Elms)	$351,176	Sum of cash, RSUs, options (grant-date fair values)

General Board/Committee Retainers (policy effective Jan 1, 2023–Dec 31, 2024):

Role	Annual Cash Retainer
Non-Employee Director	$50,000
Chairman of the Board	+$40,000
Vice-Chairman	+$40,000
Audit Committee Chair	$22,250
Compensation Committee Chair	$16,500
Governance & Nominations Chair	$11,000
Audit Committee Member	$11,125
Compensation Committee Member	$8,250
Governance & Nominations Member	$5,500

Additional compensation notes: Board pays 25% of annual Board/Committee fees quarterly; 2024 director equity grants included 24,040 RSUs and 37,541 options for then-serving directors on 2/26/2024 .

Performance Compensation

Directors are not subject to performance metrics; equity grants are time-based and intended to align interests.

2024 Equity Grants and Vesting (Elms):

Grant Type	Grant Date	Shares/Units	Exercise Price	Grant-Date Fair Value	Vesting Schedule
RSUs	2/26/2024	24,040	—	$129,816	50% at 6 months; 50% at 12 months
Options	2/26/2024	37,541	$5.40	$124,583	12 equal monthly installments; 10-year term; early termination upon Board departure

Policy safeguards:

No option repricing under the 2022 Equity Plan without stockholder approval; historically no repricing .
Clawback policy effective Dec 1, 2023 consistent with SEC/Nasdaq rules (recoupment on financial restatements) .
Insider Trading Policy (Sept 2024) prohibits directors from hedging and short sales; derivatives involving company equity are prohibited .
No standalone hedging policy beyond Insider Trading Policy; short sales prohibited .

Other Directorships & Interlocks

Entity	Relationship to ADMA	Note
Aisling Capital II LP	Significant stockholder; 2,124,671 ADMA shares held by Aisling; Elms is Aisling’s Board designee	Elms disclaims beneficial ownership of Aisling’s investment except to his pecuniary interest
Aisling Capital Partners entities	Control/GP roles tied to Aisling	Context for beneficial ownership attribution and designation rights

Board fees and option grants paid to Elms are assigned to Aisling (economic alignment with sponsor) .

Expertise & Qualifications

Capital markets and M&A: >60 transactions, >$3.3B raised at Hambrecht & Quist; managing partner leadership in life sciences PE .
Sector knowledge: Multiple biotech board roles (oncology and immunotherapy) .
Education: Stanford B.A. Human Biology; Kellogg M.B.A. .

Equity Ownership

Metric	Amount	Detail
Total Beneficial Ownership (Elms)	2,537,861 shares (1.1%)	Includes 76,441 shares directly and 2,124,671 shares held by Aisling Capital II LP; plus 336,749 options (exercisable/vesting within 60 days counted)
Direct Shares (Elms)	76,441	Held in Elms’ name
Aisling-held Shares	2,124,671	Beneficially attributed via Aisling; Elms disclaims except to pecuniary interest
Options Count (as of 12/31/2024)	332,680	Aggregate outstanding options (vested/unvested)
Options Count (as of 3/31/2025 ownership calc)	336,749	Counted in beneficial ownership if exercisable/vesting within 60 days
RSUs Outstanding (near-term)	10,889 (not vesting within 60 days)	Excluded from beneficial ownership calculation window
Pledged Shares	None disclosed for Elms	Pledge disclosure present for Adam S. Grossman only
Hedging/Short Sales	Prohibited by Insider Trading Policy	Applies to directors

Insider Filings & Trades

Item	Status	Notes
Section 16(a) compliance (2024)	No delinquent filings disclosed for Elms	Late filings noted only for Adam S. Grossman and Brian Lenz

Governance Assessment

Strengths:
- Independent Chair separate from CEO enhances oversight; committee structures fully independent .
- Attendance thresholds met; active committee cadence (Audit: 6; Compensation: 7; Governance: 1) .
- Robust clawback policy and prohibition of hedging/short sales; no option repricing without stockholder approval .
Alignment:
- Meaningful beneficial ownership via Aisling, plus personal holdings and options; director equity grants vest over time, supporting long-term alignment .
Potential conflicts and monitoring items:
- Aisling designation rights and assignment of Elms’ Board fees/options to Aisling signal sponsor influence and economic alignment with a significant stockholder; Board notes independence may be maintained despite significant stockholder affiliation—investors should monitor decision-making around capital allocation and transactions for sponsor-related conflicts (RED FLAG potential) .
- Related-party transactions exist with entities controlled by the Grossman family (Areth shared services; GenesisBPS purchases), not Elms; Board/Audit Committee maintain a formal related-party review policy—continue to assess whether sponsor influence could intersect with related-party governance (no direct Elms RPT disclosed) .
Additional signals:
- No pledging by Elms disclosed; Insider Trading Policy restricts hedging and short sales .
- No compensation committee interlocks disclosed in 2024; Elms is not on Compensation or Audit Committees (reduces pay-setting or financial reporting conflict exposure) .

Director Compensation Mix and Trend

2024 total of $351,176 with roughly one-third cash and two-thirds equity at grant-date fair values (RSUs + options), typical for mid-cap biotech boards seeking alignment through equity .
Equity vests on time-based schedules without performance metrics; retention and alignment are primary mechanisms .

RED FLAGS

Sponsor designation rights and fee/option assignment to Aisling indicate non-trivial sponsor influence; scrutinize governance independence in transactions, succession planning, and strategic alternatives .
Independence despite significant stockholder affiliation is explicitly permitted by the Governance & Nominations Committee; investors should evaluate practical independence in contested or high-stakes decisions .

Summary Implication

Elms brings deep capital markets and biotech board experience, serves as independent Chair with clear governance authority, and maintains equity alignment; however, Aisling’s designation rights and economic ties warrant ongoing monitoring to ensure board independence and avoidance of sponsor-driven conflicts in strategic and financing decisions .