Peter W. Rodino III
AIM ImmunoTechAbout Peter W. Rodino III
Peter W. Rodino III serves as Chief Operating Officer, General Counsel, and Secretary at AIM ImmunoTech. He is 74 years old and has served as COO since October 16, 2019; General Counsel since October 1, 2016; and Secretary since November 2016. He previously served as a director (July 2013–September 30, 2016). He holds a B.S. in Business Administration from Georgetown University and a J.D. from Seton Hall University . AIM’s pay-versus-performance disclosure shows weak shareholder returns and persistent losses over 2022–2024: a $100 investment measured TSR was $33.70 (2022), $47.83 (2023), and $21.52 (2024); net losses were approximately $19.4M (2022), $29.0M (2023), and $17.3M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIM ImmunoTech | Director | Jul 2013 – Sep 30, 2016 | Board service prior to transitioning into executive roles . |
| AIM ImmunoTech | Executive Director for Governmental Relations | From Oct 1, 2016 (current status referenced in historical proxies) | Led government relations; legal and regulatory interface . |
| AIM ImmunoTech | General Counsel & Secretary | General Counsel from Oct 1, 2016; Secretary since Nov 2016 | Centralized legal affairs and corporate secretary oversight . |
| AIM ImmunoTech | Chief Operating Officer | From Oct 16, 2019 | Operational leadership across company programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crossroads Health Plan (NJ’s first major HMO) | Chairman & CEO | Not disclosed | Healthcare leadership and payer-side experience . |
| Rodino Consulting LLC | President | Not disclosed | Business/government relations consulting for small companies . |
| Various law firms | Managing Partner | Not disclosed | Legal leadership; trustee in numerous Chapter 11 reorganizations . |
| Securities industry | Investment Executive | Not disclosed | Capital markets and investment experience . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 408,333 (portion taken in stock to conserve cash) |
| Target Bonus (%) | Not disclosed (bonus based on Compensation Committee goals) | Not disclosed (NEOs voluntarily waived 2024 bonuses) |
| Actual Bonus ($) | 150,000 (paid; originally accrued in 2023) | — (waived) |
| Stock Awards – Fair Value ($) | — | 50,000 |
| Option Awards – Fair Value ($) | 42,704 | — (2024 option awards waived) |
Notes:
- Employment agreement (Mar 2021): base salary $425,000; year-end target bonus based on performance goals; long-term comp of 100,000 non-qualified yearly stock options with one-year vesting commencing Nov 30, 2021 .
- As part of cash conservation, AIM issued stock in lieu of cash salaries to certain NEOs in 2024 totaling $250,000 across NEOs .
Performance Compensation
- The proxy describes bonuses as based on Compensation Committee-established goals but does not disclose specific performance metrics, weightings, or payout curves for NEOs. Rodino and other NEOs voluntarily waived 2024 cash bonuses; no 2024 option awards were granted to NEOs as part of cash conservation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 8,458 shares (includes 4,447 shares underlying options exercisable within 60 days) . |
| Shares Outstanding (Record Date 10/24/2025) | 2,764,188 . |
| Options – Exercisable (total) | 4,447 shares . |
| Selected Option Grants (exercisable) | 750 @ $185 (exp. 12/09/2030); 1,000 @ $144 (exp. 11/30/2031); 500 @ $70 (exp. 03/03/2032); 1,000 @ $41 (exp. 11/30/2032); 1,000 @ $47 (exp. 11/30/2033) . |
| Vesting of Annual Option Program | Employment agreement provides 100,000 non-qualified options annually with one-year vesting starting Nov 30, 2021; 2024 options waived . |
| Pledging/Hedging | Company does not prohibit hedging transactions by employees/directors (e.g., collars, swaps, exchange funds) . |
| Ownership Guidelines | Not disclosed in the proxy . |
| Section 16 Compliance | Two Forms 4 (filed Mar 27, 2024) to report Nov 30, 2023 option awards for CEO and COO; noted as delinquent filings . |
Employment Terms
| Term | Detail |
|---|---|
| Contract Term | Employment agreement dated March 2021; runs 3 years and automatically renews for additional 3-year periods unless terminated in writing . |
| Base Salary | $425,000 (per employment agreement) . |
| Target Bonus | Year-end target bonus based on Compensation Committee goals (percent not disclosed) . |
| Long-Term Incentive | 100,000 non-qualified yearly stock options with one-year vesting commencing Nov 30, 2021; 2024 options waived . |
| Event Awards | 1% of “Gross Proceeds” from specified events (e.g., acquisitions, licensing, therapeutic indications), paid in cash within 90 days of receipt . |
| Change-in-Control (CIC) – Term Extension | Upon CIC, employment term automatically extended by 3 years; unvested options vest . |
| CIC – Cash/Benefits Continuation | Upon qualifying termination following a CIC: continuation of base salary and benefits, annual option program, and automobile allowance for remaining term plus 3-year extension . |
| Termination – Disability | Base salary and benefits through month of disability; immediate option vesting; additional two years of base salary for permanent disability . |
| Termination – Death | Base salary and benefits through month of death; immediate option vesting . |
| Termination – Without Cause | Pay compensation/benefits due through the last day of the then-current term; certain deferred distribution timing applies under “separation from service” rules . |
| Non-Compete/Non-Solicit | Not disclosed in the proxy –. |
| Clawbacks/Gross-Ups | Not disclosed in the proxy –. |
Governance/Committees and Execution
- Disclosure Controls Committee: Rodino (COO/GC) serves on the DCC alongside the CFO, an independent director, and other managers, with the CFO as Chair and IR Coordinator .
- The company’s 2024 Say-on-Pay failed to receive stockholder approval, signaling investor concern with NEO compensation .
Director/Officer Compensation Detail (Rodino)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary/Fees ($) | 425,000 | 408,333 |
| Bonus ($) | 150,000 | — (waived) |
| Stock Awards ($) | — | 50,000 |
| Option Awards ($) | 42,704 | — (waived) |
| All Other Compensation ($) | 59,940 | 63,016 |
Breakdown of 2024 “All Other Compensation”:
- Life & disability insurance: $2,524
- Healthcare insurance: $25,392
- Car allowance: $14,400
- 401(k) matching funds: $20,700
Risk Indicators & Red Flags
- Hedging permitted: No prohibition on hedging AIM equity by insiders, which can weaken alignment with shareholders .
- Say-on-Pay failed (2024): Shareholders did not approve NEO pay, raising pay-for-performance concerns .
- Related party/loans: No material adverse proceedings disclosed; related-party transactions subject to Audit Committee review .
- Section 16 timeliness: Two delinquent Form 4s filed in March 2024 for Nov 2023 option awards (CEO and COO) .
Compensation Peer Group and Consultant
- The Compensation Committee engaged Steven Hall & Partners in 2022 to benchmark CEO/COO compensation versus a five-company comparator group (four clinical-stage, one commercial-stage biotech); findings showed AIM’s CEO and COO total compensation ranked second-to-last and last, respectively, among peers .
Investment Implications
- Alignment: Low direct ownership (8,458 shares) relative to 2.76M shares outstanding and allowance for hedging suggest weaker stock price alignment; however, the contract includes significant equity option programs (some waived in 2024) .
- Change-in-control incentives: The 1% “Event/Acquisition Award” on gross proceeds and CIC extensions may bias toward strategic transactions, potentially aligning with value-creating deals but also creating payout incentives independent of long-term operating performance .
- Governance feedback loop: Failed 2024 Say-on-Pay and the company’s stated intent to adjust programs suggest potential changes to performance metrics and mix; monitor the 2025 vote and any new metric disclosures to assess improved pay-for-performance linkage –.
- Liquidity/selling pressure: 2024 waiver of bonuses and option awards plus stock-in-lieu of cash indicates cash conservation; near-term selling pressure from insider grants may be muted, but a number of legacy options are outstanding with expirations spanning 2026–2033; watch for 10b5-1 plans and Form 4s for any selling into liquidity events .