Nancy K. Bryan

About Nancy K. Bryan

Nancy K. Bryan, age 67, has served as an independent director of AIM ImmunoTech since March 2023, and is designated as an audit committee financial expert. She brings 35+ years in biopharma commercialization and leadership, including President & CEO of BioFlorida (2013–2023); she holds a BA in Economics (UVA) and an MBA (Columbia), with Phi Beta Kappa and Beta Gamma Sigma honors .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Bryan is “independent” under NYSE American and SEC rules .
• Audit Committee Financial Expert: Bryan meets SEC/NYSE American audit committee financial expert criteria .
• Committee assignments:
  • Audit Committee: Chair; independent membership
  • Compensation Committee: Chair; independent membership; engages independent consultant (Steven Hall & Partners)
  • Corporate Governance & Nomination Committee: Member (Chair is William M. Mitchell)
  • Executive Committee: Member alongside independent directors and CEO
• Attendance and engagement:
  • Board: 10 meetings in 2024; all directors then in office attended; 16 unanimous consents
  • Audit Committee: 6 meetings in 2024; all members in attendance
  • Compensation Committee: 4 meetings in 2024; all members in attendance
  • Corporate Governance & Nomination Committee: 2 meetings in 2024; all members in attendance
• Independent director executive sessions: Non‑employee directors did not meet without management outside standing committee meetings in 2024 (potential governance weakness) .

2024 Meeting Cadence and Attendance

Fixed Compensation

• Non‑employee directors are reimbursed for travel; no retirement benefits or perquisites program .
• Since Nov 2024, director compensation has included stock in lieu of cash; Board cash fees were cut in Mar 2023 and again in Aug 2025 (to $90,000; Board Chair +$10,000) .

Performance Compensation

• No performance-based director compensation (e.g., PSUs with TSR/EBITDA targets) was disclosed; non‑employee director equity grants historically include automatic initial/annual stock options per the Non-Employee Director Compensation Policy, though 2024 shifted to stock in lieu of cash .

Other Directorships & Interlocks

• AIM biography does not disclose current public company directorships for Bryan; prior roles were operating/executive positions at pharma/biotech organizations, not board interlocks .

Expertise & Qualifications

• Commercialization and market development: Led launches of blockbusters and orphan drugs across oncology, anti‑infectives, GI, and autoimmune indications .
• Board‑level finance/regulatory: Audit committee financial expert designation; chairs both Compensation and Audit committees at AIM .
• Education: BA Economics (UVA), MBA (Columbia); academic honors .

Equity Ownership

• Beneficial ownership table compiled as of Oct 24, 2025; total shares outstanding: 2,764,188 .

Governance Assessment

• Strengths:
  • Dual committee leadership (Audit and Compensation), independent status, and audit financial expert designation strengthen oversight of reporting and pay practices .
  • Strong attendance across Board and committees in 2024 signals engagement .
  • Use of independent compensation consultant (SH&P) and peer review enhances pay governance .
• Concerns / RED FLAGS:
  • Hedging policy: Company does not prohibit directors/employees from hedging AIM stock—misaligns incentives and is a governance red flag .
  • Independent sessions: Non‑employee directors did not meet separately from management outside committee meetings in 2024—limits independent oversight .
  • Say‑on‑pay results: 2024 advisory vote on executive compensation was not approved—signals shareholder dissatisfaction with pay practices (raises scrutiny on Compensation Committee chaired by Bryan) .
  • Cash conservation shifts: Move to stock in lieu of cash for directors since Nov 2024 amid financial pressures can improve alignment but, without a hedging prohibition, alignment benefits are diluted .

Related Party Transactions and Legal/Compliance

• Related party transaction review: Audit Committee reviews/approves RPTs; no specific related party transactions involving Bryan are disclosed .
• Legal proceedings: No material proceedings involving any director were disclosed; no family relationships .
• Section 16 compliance: No delinquent reports noted for Bryan; two Forms 4 timing issues were disclosed for Equels and Rodino .

Compensation Committee Analysis (Structure & Process)

• Composition and independence: Bryan (Chair) with independent directors Mitchell, Kellner, Chemerow .
• Consultant: Steven Hall & Partners engaged for marketplace assessment; AIM CEO/COO total compensation ranked low versus a five‑company comparator .
• Committee activity: Met four times in 2024; full attendance .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay was not approved; Board states intent to tie more pay to strategic goals and shareholder value creation going forward .