Sylvia Hermina
About Sylvia Hermina
Independent director since October 2024; over 20 years advising public companies on corporate governance, M&A, and shareholder relations. Currently Senior Vice President at Kingsdale Advisors, with prior senior roles at Laurel Hill Advisory Group, The Altman Group, Georgeson Shareholder Communications, and Corporate Investor Communications. Holds a B.S. in Business Administration (Management and Marketing) from Montclair State University; member of the Society of Corporate Governance and NIRI. Age not disclosed; tenure on ADTX board began in October 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingsdale Advisors | Senior Vice President | Current | Governance and proxy solicitation expertise; potential vendor interlock with ADTX (see Governance Assessment) |
| Laurel Hill Advisory Group, LLC | Senior Vice President | Not disclosed | Shareholder communications advisory work |
| The Altman Group, Inc. | Managing Director | Not disclosed | Proxy advisory operations leadership |
| Georgeson Shareholder Communications | Senior positions | Not disclosed | Shareholder communications |
| Corporate Investor Communications, Inc. | Senior positions | Not disclosed | Investor communications |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Kingsdale Advisors | Senior Vice President | Current | ADTX retained Kingsdale for proxy solicitation ($12,500 fee in 2025 annual meeting; $19,750 in 2025 special meeting); potential perceived conflict given Hermina’s position |
No other public-company directorships disclosed in the ADTX nominee biography .
Board Governance
- Independence: Board affirmatively determined Hermina is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee: appointed effective upon her re-election; committee members are financially literate; Brady is the financial expert .
- Compensation Committee: appointed effective upon her re-election; Nelson chairs; all members meet independence criteria .
- Nominating & Corporate Governance Committee: appointed effective upon her re-election and designated to serve as chairwoman following the Annual Meeting .
- Years of service: Director since October 2024 .
- Board size transition: Board to be reduced to five members following the 2025 Annual Meeting; Hermina nominated to serve until the 2026 Annual Meeting .
Fixed Compensation
| Component (Directors) | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Board refrained from adopting a new director cash program to preserve cash |
| Committee chair/member cash fees | $0 | No cash fees paid in 2024 |
Historical program (adopted for Oct 2021–Jun 2022, not current): Board service $11,000/year; each committee chair +$4,000/year .
Performance Compensation
No director equity grants or performance-linked metrics (TSR, EBITDA, ESG) disclosed for Hermina. The 2025 proxy does not present director RSU/option awards for FY 2024, and explicitly notes no cash compensation; performance criteria for director pay are not disclosed .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Kingsdale Advisors | Vendor interlock | ADTX engaged Kingsdale as proxy solicitor for 2025 meetings; Hermina is SVP at Kingsdale. Fees: ~$12,500 (Annual Meeting) and ~$19,750 (Special Meeting). Item 404 related-party disclosure thresholds were not triggered, but the relationship may present a perceived conflict . |
No other public-company board interlocks or roles disclosed for Hermina .
Expertise & Qualifications
- Governance and shareholder engagement: 20+ years advising issuers on governance, M&A, and proxy solicitation .
- Committee leadership: slated to chair Nominating & Corporate Governance Committee post-Annual Meeting .
- Financial literacy: Audit Committee members (including Hermina post-election) deemed financially literate (Audit financial expert: Brady) .
- Professional affiliations: Society of Corporate Governance; NIRI .
- Education: B.S., Montclair State University (Management & Marketing) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | Not enumerated; listed as “-” in table |
| Ownership % of outstanding | Less than 1% |
No breakdown of vested/unvested equity, options, pledging, or hedging policies disclosed for Hermina in the proxy .
Governance Assessment
- Committee effectiveness and independence: Hermina strengthens independent oversight across Audit, Compensation, and Nominating, with planned chair role on Nominating & Corporate Governance, aligning with best practices for governance evaluation and succession planning .
- Ownership alignment: Beneficial ownership rounded to less than 1% suggests limited “skin in the game” versus some peers; no disclosed director ownership guidelines or compliance status, which can be a gap for alignment signaling .
- Compensation signals: No cash paid to directors in 2024 to preserve liquidity; absence of current equity retainer disclosures reduces clarity on at-risk alignment for directors in FY 2024 .
- Potential conflicts (RED FLAG): Vendor interlock—ADTX’s engagement of Kingsdale Advisors for proxy solicitation while Hermina serves as Kingsdale SVP. Although fees were modest and Item 404 thresholds (>$120k) were not triggered, investors may view this as a perceived conflict that warrants robust recusal and disclosure protocols in board deliberations involving solicitation or advisory engagements .
- Attendance/engagement: Specific board/committee attendance data not disclosed, limiting assessment of meeting engagement .
- Related-party transactions: Proxy discloses multiple officer loans and transaction reviews; Hermina not named in related-party items, but overall governance process for related-party approvals is informal given small size—Company intends to formalize policies as resources permit (process maturity consideration) .
Overall, Hermina’s governance skillset and planned committee leadership are positives for board effectiveness. The Kingsdale interlock is the key governance risk to monitor; best-practice mitigation would include formal recusal/documented independence in any vendor discussions, and consideration of director ownership guidelines to improve alignment signals .