Edward Broenniman
AETHLON MEDICALAbout Edward G. Broenniman
Edward G. Broenniman (age 88) is Chairman of the Board and an independent director at Aethlon Medical (AEMD). He has served on Aethlon’s board since March 1999 and is Managing Director of The Piedmont Group, LLC, a venture advisory firm he has led since 1978. He holds an MBA from Stanford Graduate School of Business and a B.A. from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aethlon Medical, Inc. | Director; Chairman of the Board | Director since Mar-1999; Chair current | Chairs Audit Committee; member Compensation and Nominating & Corporate Governance |
| Dingman Center for Entrepreneurship (Univ. of Maryland) | Board of Advisors | 1989–2020 | Advisory leadership to entrepreneurship center |
| National Capital Chapter of Corporate Directors | Founder; Chair; Director | Chair 2003–2005; Director 2001–2018 | Governance community leadership |
| Association for Corporate Growth, National Capital Chapter | Founder; Chair | 2000–2018 | Growth, M&A ecosystem leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Piedmont Group, LLC | Managing Director | Ongoing | Venture advisory firm (since 1978) |
| Two privately held firms | Director | Current | Serves on boards; names not disclosed |
| Academia (prior) | Adjunct/Advisory (nonprofits) | Past | Multiple nonprofit boards; governance community roles |
Board Governance
- Independence and expertise: Board determined Mr. Broenniman is independent for Nasdaq and federal securities law purposes and designated him as the Audit Committee Financial Expert .
- Committee assignments: Chair, Audit Committee; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Board leadership: Serves as non-executive Chairman; company has not designated a Lead Independent Director .
- Meetings and attendance (FY ended Mar 31, 2024): Board met 8 times; Audit 4; Compensation 6; Nominating 3. Each director attended at least 75% of applicable meetings .
- Anti-hedging/pledging policy: Directors, officers, employees may not engage in hedging (short sales, options, etc.) or pledge/margin company stock, supporting alignment and risk control .
Fixed Compensation (Non-Employee Director; FY 2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer | $40,000 | Director retainer per policy |
| Chair of the Board retainer | $30,000 | Additional retainer for chair |
| Audit Committee chair fee | $15,000 | Chair retainer |
| Compensation Committee member fee | $7,500 | Member retainer (non-chair) |
| Nominating & Gov. Committee member fee | $5,000 | Member retainer (non-chair) |
| Cash fees total (FY24 reported) | $97,500 | Matches reported cash compensation |
| Stock awards (RSUs) grant-date fair value | $50,000 | Annual director equity grant per policy; reported FY24 |
| Total FY24 director compensation | $147,500 | Sum cash + equity fair value |
Notes:
- Company’s Non-Employee Director Compensation Policy grants at fiscal year start RSUs with $50,000 fair value, typically vesting in equal quarterly installments over one year; new directors may receive a $75,000 initial RSU grant at appointment .
- FY24 disclosure specifies Broenniman’s $97,500 cash and $50,000 RSUs; as of Mar 31, 2024 he also had outstanding options to purchase 25 shares (legacy) .
Performance Compensation
| Instrument | Grant mechanics | Vesting | Performance conditions |
|---|---|---|---|
| RSUs (annual) | $50,000 grant-date fair value | Typically quarterly over one year | None disclosed; time-based vesting only |
There are no disclosed director performance metrics (e.g., TSR, revenue, ESG) tied to director equity; awards vest based on continued service. Repricing/option modifications are overseen by plan/committee; no director award repricings disclosed for FY24 .
Other Directorships & Interlocks
- Current public company directorships: None disclosed .
- Private company boards: Two privately held firms (names not disclosed) .
- Nonprofit/academic: Prior governance roles at Dingman Center (U. Maryland), NACD chapter, ACG National Capital (founder/chair) .
- Interlocks/conflicts: No interlocks with AEMD competitors/suppliers/customers disclosed; Related-party transactions section includes no transactions involving Mr. Broenniman .
Expertise & Qualifications
- Financial oversight: Audit Committee Financial Expert designation (SEC Item 407), extensive finance/business acumen .
- Governance leadership: Decades of board leadership, including chair roles and governance community building .
- Education: MBA (Stanford GSB); BA (Yale) .
Equity Ownership
| As-of Date | Beneficial Ownership | Composition/Notes | % of Shares Outstanding |
|---|---|---|---|
| Aug 6, 2024 | 25,913 shares | 19,334 common + 6,579 RSUs vesting within 60 days | <1% |
| Apr 3, 2025 | 39,070 shares | Common stock; composition not further broken out in table footnote | <1% |
- Anti-pledging/hedging: Prohibited by company policy (strong alignment; mitigates red flag risk) .
- Ownership guidelines: Not disclosed for directors in the proxy excerpts; no pledging reported .
Insider Trades (Form 4; 2025)
| Date (Filing) | Effective Date | Code | Security | Shares (A/D) | Price | Beneficial Ownership After | Notes |
|---|---|---|---|---|---|---|---|
| Jul 1, 2025 | Jun 30, 2025 | F | Common | 893 D | $1.20 | 21,825 | Shares withheld to cover taxes upon conversion of 4,465 vested RSUs |
| Oct 2, 2025 | Sep 30, 2025 | F | Common | 893 D | $0.749 | 25,397 | Additional tax withholding on RSU conversion; references same 4,465 RSUs |
Interpretation:
- Transactions are “F” code (share forfeiture/tax withholding on RSU vesting), typically viewed as administrative, not open-market selling. No open-market buys/sells disclosed in these filings [links above].
Governance Assessment
Key positives for investor confidence:
- Strong independence and oversight: Independent Chair; Audit Committee Financial Expert; chairs Audit and serves on all three key committees .
- Engagement: Met 75%+ attendance threshold; board and committees active (8 Board meetings; 4/6/3 committee meetings) .
- Alignment and risk controls: Annual RSU grants create equity alignment; anti-hedging/anti-pledging policy reduces misalignment/credit risk .
- No red flags in related-party dealings: No related-party transactions disclosed involving Mr. Broenniman .
Potential watch items:
- Concentration of roles: Chairing Audit while also serving as Board Chair is permissible but concentrates governance influence; however, he remains independent and designated as financial expert .
- Company stage and listing risk context: The 2025 special meeting focused on reverse split to maintain Nasdaq listing; board-led capital structure actions can impact shareholder dilution and governance scrutiny, though not director-specific .
Overall, Mr. Broenniman’s long tenure, independence, and audit expertise support board effectiveness. His compensation structure (modest cash retainers plus time-based RSUs) and absence of hedging/pledging are aligned with governance best practices, and recent insider filings reflect only tax-withholding related share forfeitures rather than discretionary trading.
Quotes and references:
- Biography, age, tenure, and external roles .
- Board/committee structure, roles, independence, financial expert designation .
- Meeting counts and attendance .
- Director compensation amounts and policy .
- Beneficial ownership tables (Aug 6, 2024; Apr 3, 2025) .
- Anti-hedging/pledging policy .
- Related-party transactions policy and disclosures .
- 2025 special meeting capital structure proposals (contextual risk) .