Rowena Albanna
About Rowena Albanna
Rowena Albanna, age 59, is Chief Operating Officer (COO) of Aditxt (ADTX), a role she has held since July 2020 after serving as an independent operations consultant to the company from 2017 to 2020 . She holds a B.S. in Computer Science with a minor in Mathematics from California State University, San Bernardino (1988), and is a co‑inventor on two patents related to localizing, monitoring, and sensing systems . Her compensation framework as COO is governed by a November 14, 2021 employment agreement that set a base salary of $325,000 effective January 1, 2022 and an annual discretionary bonus target of 40% of base compensation; the agreement specifies severance and change‑of‑control protections (detailed below). No company‑disclosed TSR or financial performance metrics are tied to her pay plan beyond a discretionary bonus construct .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aditxt, Inc. | Independent Operations Consultant | 2017–Jul 2020 | Supported operational build prior to appointment as COO . |
| Innovation Economy Corporation (IEC) | Chief Operating Officer | 2013–2017 | Led operations for an innovation commercialization platform and its life/health subsidiaries . |
| Innovation Economy Corporation (IEC) | Senior Vice President | 2010–2013 | Advanced product and commercialization initiatives across portfolio efforts . |
| Weezies (e‑commerce/affiliate) | Founder & Principal | 2004–2009 | Built and operated online stores/affiliate sites . |
| Qmotions, Inc. | Head of Product Development & Engineering | 2003–2004 | Led 3‑D spatial tracking/product engineering for motion-capturing controllers . |
| Digital Angel Systems | VP, Product Development | 2002 | Led development of GPS/wireless/biosensing devices . |
| Prior technology companies | Various product development roles | Pre‑2002 | Roles across financial, medical, telecom, IC layout design, defense sectors . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patents (co‑inventor) | Co‑inventor on 2 patents | n/a | Innovations in systems for localizing, monitoring, and sensing objects . |
Fixed Compensation
| Component | 2021 Terms | 2022+ Terms | Notes |
|---|---|---|---|
| Base Salary | $210,000 annual rate for remainder of 2021 | $325,000 annual rate effective Jan 1, 2022 | Per November 14, 2021 employment agreement . |
| Target Bonus | Discretionary (2021 additional discretionary bonus eligibility) | 40% of Base Compensation, discretionary, based on performance objectives set by Board/Comp Committee | Performance metrics not specified in filings . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary objectives set by Board/Comp Committee | Not disclosed | 40% of base compensation | Not disclosed | N/A . |
No PSU/RSU performance metrics for Ms. Albanna are disclosed in the 2024–2025 proxy or 2024 10‑K; equity vesting treatment is addressed in severance/CoC terms (see Employment Terms) .
Equity Ownership & Alignment
| As-Of Date (Record Date) | Total Beneficial Ownership | Direct Shares | Options (Exercisable) | Warrants | Ownership % |
|---|---|---|---|---|---|
| Jan 21, 2025 (Special Mtg) | 127 shares | 3 shares | 123 shares (fully vested options) | 1 Series A Warrant (from 2020 accrued comp conversion) | <1% |
| Aug 8, 2025 (Annual Mtg) | 3 shares | 1 share | 1 share (fully vested options) | 1 Series A Warrant (from 2020 accrued comp conversion) | <1% |
- Filings note that Ms. Albanna may be deemed to beneficially own securities held by her spouse, Amro Albanna (CEO) .
- No pledging or hedging by Ms. Albanna is disclosed in the reviewed filings .
Historical related-party context:
- Prior to joining as COO, Ms. Albanna provided operations consulting; accrued compensation was converted to 712 IPO units in 2020, consistent with conversions for other insiders .
Employment Terms
| Provision | Base Case Termination (No Cause / Good Reason) | Change-of-Control (Double Trigger: within 6 months after or 24 months before termination) | Other Key Terms |
|---|---|---|---|
| Cash Severance | Lump sum equal to 12 months of base salary, paid on day 60 post-termination; COBRA reimbursement for 12 months | Lump sum equal to 2x salary + 2x Target Bonus, paid on day 60; COBRA reimbursement for 24 months | Auto‑vesting of all outstanding and unvested equity awards; options/stock appreciation rights become fully exercisable (subject to outer expiry) . |
| Equity Vesting | Immediate vesting of outstanding and unvested equity awards; options/SARs fully exercisable | Immediate vesting of outstanding and unvested equity awards; options/SARs fully exercisable for 24 months (but not beyond expiration) | . |
| Term; Renewal | Initial term through Nov 14, 2023; auto‑renews in successive 1‑year periods | n/a | . |
| Non‑Compete/Non‑Solicit | 12 months post‑employment | n/a | . |
Agreement executed Nov 14, 2021; COO appointment effective July 2020 .
Investment Implications
- Alignment and pay-at-risk: Ms. Albanna’s plan emphasizes fixed salary plus a discretionary annual bonus with a 40% target; filings do not disclose objective financial metrics tied to payout, which can reduce pay-for-performance transparency for investors .
- Retention economics: The plan contains standard severance and robust double-trigger change‑of‑control protection (2× salary and 2× target bonus plus 24 months COBRA, and full equity acceleration), which mitigate retention risk during strategic transactions but increase potential cash obligations upon a CoC .
- Ownership signal: Beneficial ownership is de minimis on a post–reverse split basis (sub‑1% at both January and August 2025 record dates), with holdings composed largely of fully vested options and a legacy warrant; this provides limited “skin in the game” alignment on an absolute basis post-capital structure changes .
- Governance and related‑party context: Ms. Albanna is the spouse of the CEO; the company disclosed historical related‑party consulting by Ms. Albanna and the 2020 conversion of accrued compensation into IPO units. The board indicates intent to formalize related-party transaction policies as the company scales, which remains a governance area for investor monitoring .
Sources
- 2025 Annual Meeting DEF 14A (Aug 8, 2025): executive officers, ages, biographies, employment agreements, ownership table, governance committees, and compensation framework .
- 2025 Special Meeting DEF 14A (Jan 27, 2025): ownership table and related‑party history .
- 2024 10‑K (Mar 31, 2025): reiteration of employment terms and severance/CoC mechanics .
- 2023 Annual Meeting DEF 14A (Jul 20, 2023): historical biography, ownership (pre reverse splits), and related‑party disclosures .