David I. Chemerow
AIM ImmunoTechAbout David I. Chemerow
David I. Chemerow, age 74, is an independent director of AIM ImmunoTech, appointed in February 2025. He is a seasoned finance and operations executive, having held CFO, COO and CRO roles at public companies including Comscore and Rentrak, and holds a BA from Dartmouth College and an MBA from The Amos Tuck School at Dartmouth. His board credentials include chairing audit committees and serving on compensation and nominating committees, reflecting strong governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comscore, Inc. | Chief Financial Officer & Treasurer | Aug 2016 – Sep 2017 | Senior finance leadership at public media measurement company |
| Comscore, Inc. | Chief Revenue Officer | Jan 2016 – Aug 2016 | Commercial leadership at public company |
| Rentrak Corporation | Chief Operating Officer & Chief Financial Officer | Oct 2009 – Jan 2016 | Led operations and finance through merger into Comscore |
| Several prior companies | CFO/COO roles | Prior to 2009 | Multiple executive finance/ops roles (public/private) |
External Roles
| Organization | Role | Status/Tenure | Committee Roles |
|---|---|---|---|
| RiceBran Technologies, Inc. (Nasdaq/OTC) | Director | 2018 – 2024 | Audit Chair; member of Compensation and Nominating & Governance |
| Playboy Enterprises, Inc. | Non-Executive Chairman | Prior | Board leadership at former public company |
| Dunham’s Athleisure Corporation | Director | Current | Board member (retail) |
| Huntington Outdoor, LLC | Advisory Board Member | Current | Advisory role (outdoor advertising) |
| Martha’s Vineyard Playhouse (non-profit theater) | Board Member | Current | Non-profit governance |
| Pilot Hill Farm Association | President of the Board | Current | Community association leadership |
Board Governance
- Independence: The Board determined Chemerow is independent under NYSE American and SEC standards; all Audit Committee members (including Chemerow) are independent under Rule 10A-3 .
- Committee assignments: Member, Audit Committee; Member, Compensation Committee. Both committees are chaired by Nancy K. Bryan .
- Audit Committee Expert: The Board identified Nancy K. Bryan (not Chemerow) as its audit committee financial expert .
- Attendance: The Board held 10 meetings in 2024 with all directors then in office attending; Audit Committee met 6 times and Compensation Committee met 4 times in 2024 with all committee members attending (note: Chemerow joined in 2025; 2024 attendance pertains to then-current members) .
- Executive sessions: Non-employee directors did not meet without management outside of committee meetings in 2024, limiting independent oversight outside committees .
- Board leadership: Independent Chair of the Board is William M. Mitchell; CEO is Thomas K. Equels (roles separated) .
Fixed Compensation
| Item | 2023 | 2024 | 2025 (as disclosed) |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $182,462 → reduced to $125,000 (Mar 2023) | $109,375 paid to each named director; some paid as stock in lieu of cash since Nov 2024 | Annual cash retainer reduced to $90,000 in Aug 2025; Chair receives additional $10,000 |
| Meeting/committee fees | Not separately disclosed | Not separately disclosed | Not separately disclosed |
| Travel reimbursement | Provided | Provided | Provided |
| Chemerow compensation detail | Not disclosed (appointed 2025) | Not applicable | Not specifically itemized in proxy |
Notes: Since November 2024, non-employee director compensation has taken the form of stock in lieu of cash; e.g., 2024 stock values for Dr. Mitchell ($15,625) and Ms. Bryan ($15,625). Ted D. Kellner declined compensation since becoming a director in Dec 2024. Chemerow’s specific director compensation amounts are not itemized in the 2025 proxy .
Performance Compensation
| Equity Compensation Component | Policy/Status | Detail |
|---|---|---|
| Annual equity (options/stock) | All directors have been granted options and/or warrants under Equity Incentive Plans | Instruments issued under 2018 Equity Incentive Plans; specific grants for Chemerow not itemized |
| Payment form shift | As of Nov 2024, stock in lieu of cash for non-employee directors | Examples disclosed for other directors; structure implies greater equity mix |
| Consultant use (executive comp context) | Steven Hall & Partners engaged by Compensation Committee | Independent consultant; comparator analysis for NEOs in 2022; supports pay governance rigor |
| Say-on-pay signal | 2024 say-on-pay was not approved by stockholders | Governance risk; Compensation Committee intends to consider feedback and align with objectives |
No director-specific performance metrics (TSR, EBITDA, etc.) tied to director equity are disclosed.
Other Directorships & Interlocks
| Company | Sector | Relationship to AIM | Conflict/Interlock Considerations |
|---|---|---|---|
| RiceBran Technologies, Inc. (2018–2024) | Food/Nutrition | Prior public board | No related-party transactions disclosed with AIM |
| Playboy Enterprises, Inc. | Media/Entertainment | Prior public board | No interlocks disclosed with AIM |
| Dunham’s Athleisure Corporation | Retail | Current private board | No related-party transactions disclosed with AIM |
| Huntington Outdoor, LLC | Advertising | Advisory board | No related-party transactions disclosed with AIM |
Expertise & Qualifications
- Finance and operations: >40 years across industries; CFO/COO roles at Rentrak and Comscore; revenue leadership at Comscore .
- Board governance: Audit chair experience; compensation and nominating committee roles; prior non-executive chair role .
- Education: Dartmouth College (BA); MBA from The Amos Tuck School at Dartmouth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David I. Chemerow | 641 | <1% | Post-reverse-split share count; group holdings for all directors/executives total 111,641 shares, ~0.04% |
Equity compensation plan: 32,935 securities outstanding under equity plans; weighted average exercise price $154; 4,870 shares remaining for future issuance as of Dec 31, 2024 .
Governance Assessment
- Positive indicators:
- Independent status with dual committee membership (Audit, Compensation), adding finance discipline to oversight .
- Board leadership separation (independent Chair vs. CEO) supports checks and balances .
- Compensation Committee use of independent consultant (SH&P) and comparator analysis indicates attention to pay governance .
- Board and committees reported full attendance in 2024 (for then-seated members), reflecting engagement standards .
- Risk indicators and red flags:
- Non-employee directors did not hold independent sessions without management in 2024 beyond committee meetings, potentially limiting independent challenge of management .
- No policy prohibiting hedging/derivative transactions in company stock for directors and officers—misaligned with many governance best practices (hedging/pledging risk) .
- 2024 say-on-pay vote failed, signaling shareholder dissatisfaction with compensation practices; Board intends to consider feedback .
- Exchange compliance pressure and reverse split authorization reflect broader governance/market risk in the environment (delisting risk narrative), though not specific to Chemerow’s role .
- Related-party/Legal:
- Policy requires Audit Committee review/approval of related-party transactions; no material related-party transactions or legal proceedings involving directors disclosed .
Overall: Chemerow’s finance and operational background strengthens audit and compensation oversight. Key governance areas to monitor include the absence of hedging/pledging prohibitions, the lack of independent executive sessions beyond committees, and responsiveness to the failed 2024 say-on-pay vote .