Angela Rossetti
AETHLON MEDICALAbout Angela Rossetti
Independent director at Aethlon Medical (AEMD) since April 2022, Angela Rossetti brings >20 years of pharma commercialization and ethics credentials. She is 71 years old (as of Aug 15, 2024) and holds an M.S. in Bioethics (Albert Einstein College of Medicine/Cardozo School of Law), an MBA (Columbia Business School), and a B.A. in Biology and English (University of Pennsylvania) . She previously led global commercial initiatives at Pfizer and now serves as an adjunct faculty member in medical/pharmaceutical ethics, aligning with board oversight of governance and commercialization strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Vice President, Global Commercial Medicine Team; led global smoking cessation campaign | 2007–2012 | Commercial strategy and global campaigns |
| Cell Machines, Inc. | Vice President (early-stage biopharma) | Jun 2015–Jul 2017 | Assisted commercialization for hemophilia and other diseases |
| Consulting (incl. Kala Pharmaceuticals, Celgene) | Consultant | Mar 2018–present | Commercial development/marketing/finance support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Palatin Technologies, Inc. (public) | Director | Jun 2013–Dec 2020 | Prior public company board service |
| New York Medical College | Adjunct Assistant Professor (Medical & Pharmaceutical Ethics) | Current | Ethics/education focus |
| Albert Einstein College of Medicine | Adjunct Associate | Current | Ethics/education focus |
Board Governance
- Independence: The board determined Ms. Rossetti is independent under Nasdaq and federal securities law standards .
- Committee assignments (FY2024): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) . Audit Committee Financial Expert is Edward Broenniman (not Rossetti) .
- Attendance/Engagement: In FY2024, the board held 8 meetings; committees held 4 (Audit), 6 (Compensation), 3 (Nominating). Each director attended at least 75% of applicable board and committee meetings .
- Board leadership: Chairman (Broenniman) and CEO roles split; no designated Lead Independent Director .
| Committee | Role | FY2024 Meetings Held |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 6 |
| Nominating & Corporate Governance | Chair | 3 |
Fixed Compensation
| Component (FY2024) | Amount ($) | Source/Notes |
|---|---|---|
| Fees earned in cash (total for role mix) | 63,000 | Member: Audit & Compensation; Chair: Nominating & Corporate Governance |
| Annual board retainer (policy) | 40,000 | Director retainer under Non‑Employee Director Compensation Policy |
| Audit Committee member retainer (policy) | 7,500 | Not applicable to chair |
| Compensation Committee member retainer (policy) | 7,500 | Not applicable to chair |
| Nominating & Corporate Governance Committee chair retainer (policy) | 8,000 | Chair fee |
Policy reference: In lieu of per‑meeting fees, non‑employee directors receive the above annual retainers; Chair of the Board receives an additional $30,000 (not applicable to Rossetti) .
Performance Compensation
| Equity Award (FY2024) | Grant Value ($) | Vesting/Structure | Outstanding at FY-end |
|---|---|---|---|
| Annual RSUs (non‑employee director grant) | 50,000 | Per policy, RSUs or options equal to $50,000 typically vest in equal quarterly installments over one year; vesting schedule set by Board | None outstanding as of Mar 31, 2024 (no director equity outstanding for Rossetti) |
| Performance Metrics Applied to Director Equity | Disclosure |
|---|---|
| Performance-based metrics (e.g., revenue, TSR, ESG) | None disclosed for non‑employee directors; equity is time‑based per policy |
Additional governance terms:
- Indemnification: Company maintains indemnification agreements for directors .
- Anti‑hedging/anti‑pledging: Directors are prohibited from short sales, options, hedging, and pledging/margining company stock .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with AEMD Stakeholders | Notes |
|---|---|---|---|
| Palatin Technologies, Inc. | Director (prior) | None disclosed | Prior public company board 2013–2020 |
No current public company directorships are disclosed for Ms. Rossetti in AEMD’s proxy materials .
Expertise & Qualifications
- Pharma commercialization leadership (Pfizer VP; global smoking cessation campaign) .
- Bioethics and governance education (M.S. Bioethics; adjunct roles in medical/pharma ethics) .
- Board committee leadership (Chair, Nominating & Corporate Governance) and service on Audit and Compensation .
- Independent status; board follows committee structure best practices .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Basis/Notes |
|---|---|---|---|
| Apr 3, 2025 | 49,660 | <1% (based on 16,085,767 shares outstanding) | Common shares; no derivative holdings listed for Rossetti in table |
| Aug 6, 2024 | 33,213 | <1% (based on 13,937,327 shares outstanding) | Common shares |
Policy alignment:
- Hedging/Pledging: Prohibited by company policy (mitigates alignment risks from derivatives/pledging) .
- Ownership guidelines: No director stock ownership guidelines are disclosed in the proxy materials reviewed (not stated) .
Governance Assessment
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Strengths
- Independent director with deep pharma commercialization experience; ethics credentials bolster governance oversight .
- High engagement footprint: chairs Nominating & Corporate Governance and serves on Audit and Compensation (broad oversight exposure) .
- Pay mix includes meaningful equity: FY2024 $50,000 RSUs and $63,000 cash (equity ≈ 44% of total director compensation for FY2024), aligning incentives with shareholders .
- Anti‑hedging/anti‑pledging policies and standard indemnification reduce misalignment and legal exposure risk .
-
Watch items / potential red flags
- No Lead Independent Director designated; while Chair and CEO roles are split, absence of a lead independent role can be viewed as a governance gap at small caps .
- Attendance disclosure is at the threshold level (≥75% for all directors) without director‑level granularity; continued monitoring of director‑specific attendance is warranted .
- No director ownership guidelines disclosed; best practice often includes minimum ownership requirements for non‑employee directors (not disclosed in reviewed materials) .
-
Related‑party and conflicts
- Proxy describes related‑party review policy and disclosed transactions (e.g., former CEO separation); no related‑party transactions involving Ms. Rossetti are disclosed in the reviewed proxies .
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Board composition context
- Board diversity matrix shows one female and four male directors as of Aug 15, 2024; Ms. Rossetti is the sole female director, supporting diversity at the board level .