Amro Albanna

About Amro Albanna

Amro Albanna is Chief Executive Officer, Chairman, and Director of Aditxt, Inc., roles he has held since founding the company in 2017, with prior service as President through September 2021 . He is 55 years old and holds a B.S. in Business Administration (CIS) from California State University San Bernardino; he completed graduate coursework in Computer Science at CSU Long Beach and immunology/genetics coursework via Harvard Medical School’s HMX online platform . Prior to Aditxt, Albanna founded and led multiple technology ventures including Innovation Economy Corporation, Olfactor Laboratories, Nano Engineered Applications, Qmotions, and commercialization leadership at Digital Angel; he has raised private and public financing and executed M&A positioning across sectors . Operational performance context: ADTX reported declining revenues and negative EBITDA in recent years; FY2024 revenue was $133,985 and EBITDA was -$27.25M,* indicating a challenging operating backdrop for pay-for-performance frameworks. Values retrieved from S&P Global.*

Past Roles

External Roles

Fixed Compensation

Notes: 2024 salary reflected on an accrued basis; management voluntarily forgone salaried payroll at times in 2024 .

Performance Compensation

Albanna’s Amended and Restated Employment Agreement (Nov 14, 2021) sets:

• Annual bonus opportunity equal to 2% of company EBITDA, capped at 2x base salary; plus discretionary bonus at Board’s discretion .

Notes: Values retrieved from S&P Global.* No disclosure of additional performance metrics (TSR, revenue growth targets, ESG goals) tied to Albanna’s compensation beyond EBITDA formula .

Equity Ownership & Alignment

Ownership concentration and alignment:

• Total direct and indirect beneficial ownership by Albanna is less than 1% of ADTX common shares outstanding (78,892,718 as of record date), indicating limited equity exposure relative to fixed pay .

Employment Terms

Key economics and protections under Albanna’s employment agreement:

• Term: Commenced Nov 14, 2021; initially to Nov 14, 2023; auto-renews for successive 1-year periods unless terminated .
• Base salary: $500,000 effective Jan 1, 2022 .
• Annual bonus: 2% of EBITDA; cap at 2x base salary; discretionary bonus eligibility .
• Severance (no CoC): If terminated without Cause or resigns for Good Reason, lump-sum equal to 12 months base salary; 12 months medical premium reimbursement; immediate vesting of pre-effective date equity awards; options/SARs fully exercisable .
• Change-of-Control severance (double-trigger window): If termination without Cause/for Good Reason and CoC occurs within 6 months after or within 24 months prior to termination, lump-sum equal to 3x salary; 24 months medical premiums; immediate vesting of pre-effective date equity awards; options/SARs fully exercisable for 24 months (no later than expiry) .
• Non-compete / non-solicit: 12 months post-termination .
• 280G/4999 treatment: Best-net approach (pay full or cut-back to avoid excise tax, whichever yields higher net to executive) .

Board Governance

• Board roles: Albanna serves as CEO and Chairman, a dual role that centralizes leadership; balanced by independent committee leadership .
• Committee composition and chairs: Audit (Brady, chair), Compensation (Nelson, chair), Nominating & Corporate Governance (Runge chair transitioning to Hermina post-Annual Meeting) .
• Independence: Nelson, Brady, and Hermina are independent under Nasdaq rules; Albanna and Shabahang are executives (non-independent) .
• Director compensation: Independent director program adopted in 2021; no cash director compensation in FY2024 to preserve cash resources; potential reinstatement at Board discretion .

Related Party Transactions (Governance Red Flags / Alignment Signals)

• Insider financing: Albanna extended multiple unsecured promissory notes to the company at prime-based rates; examples include $205,000 (Feb 15, 2024) and $30,000 (Feb 7, 2024), among others; balances largely repaid by year-end or subsequent period .
• Additional loans in 2023: $165,000 (Dec 20, 2023), $200,000 (Dec 6, 2023), $10,000 (Nov 30, 2023); repaid .
• Preferred stock transactions: Purchased one share of Series C Preferred for $1,000 cash (July 11, 2023) .
• Spousal relationship and prior consulting: Rowena Albanna (COO) provided operations consulting services pre-employment; accrued compensation subsequently settled; she became COO in July 2020 .

Performance & Track Record

• Operating outcomes: ADTX revenues declined from $933,715 in FY2022 to $133,985 in FY2024; EBITDA remained negative (FY2024: -$27.25M), underscoring continued investment/turnaround dynamics,* potentially muting formulaic EBITDA bonuses [GetFinancials]. Values retrieved from S&P Global.*
• Strategic initiatives: Board and management pursued capital structure actions including serial reverse stock split authorizations to maintain Nasdaq listing and expand investor access .

Compensation Structure Analysis

• Mix shift: 2024 compensation was predominantly fixed cash salary with no equity or bonus payout, reflecting cash-heavy pay amid negative EBITDA .
• Performance linkage: EBITDA-based bonus formula aligns to profitability; negative EBITDA resulted in no payout, consistent with pay-for-performance design .
• Change-of-control economics: Enhanced double-trigger severance at 3x salary may be viewed as generous for a micro-cap with sustained losses, potentially creating windfall risk if combined with transaction timing .
• Equity exposure: Minimal reported beneficial ownership at parent level and Pearsanta subsidiary options suggest limited direct alignment to ADTX common stock price .

Equity Ownership & Alignment (Detail Table)

Values retrieved from S&P Global.*

Board Service History and Dual-Role Implications

• Service history: Director and CEO since 2017; Chairman signatory on proxy materials .
• Dual-role implications: Combining CEO and Chairman roles can raise oversight concerns; however, committee independence and designated chairs provide partial counterbalance. No Lead Independent Director disclosed; committee charters govern oversight of risk, compensation, and governance .

Employment Terms (Summary Table)

Investment Implications

• Pay-for-performance alignment: The EBITDA-based bonus design aligns incentives to profitability; with sustained negative EBITDA, cash incentives have not paid, supporting alignment. However, high fixed salary and low equity ownership dilute sensitivity to shareholder returns .
• Retention and transaction risk: Strong CoC protection (3x salary, accelerated vesting) could incentivize transaction closure but introduces potential windfall risk in a micro-cap context .
• Governance: CEO-Chair dual role and family member in COO role elevate governance scrutiny; independent committee chairs mitigate but do not eliminate oversight concentration risk .
• Liquidity and financing signals: Repeated insider loans reflect commitment and bridge financing during cash constraints, but highlight capital structure fragility; reverse split authorizations signal ongoing listing compliance focus .

Footnote: Values retrieved from S&P Global.*