Ted D. Kellner
AIM ImmunoTechAbout Ted D. Kellner
Ted D. Kellner (age 79) is an independent director of AIM ImmunoTech, elected in December 2024. He is a Chartered Financial Analyst with 50 years of investment experience, founder and former portfolio manager at Fiduciary Management, Inc. (founded 1980; retired 2017), and chairman/founder of Fiduciary Real Estate Development Inc. (founded 1984). He holds a BBA in Finance, Investments, and Banking from the University of Wisconsin . The Board classifies him as independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiduciary Management, Inc. | Founder; Portfolio Manager; retired | Founded 1980; retired 2017 | Built an investment manager that “currently manages approximately $15 billion in assets” |
| Fiduciary Real Estate Development Inc. | Chairman; Founder | Founded 1984 | Oversees a business that “owns and manages over $2.3 billion in multi‑family residential units” |
| Metavante Technologies, Inc. (public) | Director | 2007–2009 | Banking/payments tech board service |
| Marshall & Ilsley Corporation (public) | Director | 2000–2011 | Bank holding company board service |
| American Family Mutual Insurance Company | Director | 2001–2018 | Insurance board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelben Foundation | Board member (family foundation focused on education and health) | Current | Philanthropy governance |
| Personal & family investments | Manages personal/family investments | Current | Capital allocation and oversight |
Board Governance
| Item | Details |
|---|---|
| Independence status | Determined independent by the Board (NYSE American and SEC rules) |
| Years of service on AIM board | Elected December 2024 (current director) |
| Board leadership | Roles separated; Chair is independent (Dr. William M. Mitchell), CEO is Thomas K. Equels |
| Board meetings (2024) | 10 meetings; all directors then in office attended |
| Executive sessions (2024) | Independent directors did not meet without management outside committee meetings |
| Committee | Membership | Chair | 2024 Meetings | 2024 Attendance |
|---|---|---|---|---|
| Audit Committee | Member (Kellner) | Nancy K. Bryan | 6 | All members attended |
| Compensation Committee | Member (listed as “Ted D. Kelner” in proxy) | Nancy K. Bryan | 4 | All members attended |
| Executive Committee | Member (Kellner, with CEO Equels, Bryan, Mitchell) | CEO Thomas K. Equels | 0 (did not meet) | N/A |
| Corporate Governance & Nomination | Not a member (members: Mitchell (Chair), Bryan) | Dr. William M. Mitchell | 2 | All members attended |
Fixed Compensation
| Component | 2024 (Kellner) | 2025 Policy Update |
|---|---|---|
| Cash retainer | $0 – Declined compensation since becoming a director on Dec 19, 2024 | Board annual cash compensation reduced to $90,000 (Chair +$10,000) in Aug 2025 |
| Equity (stock/option grants) | $0 – Declined compensation | Non‑employee directors receive automatic initial/annual stock option grants per policy; since Nov 2024 director compensation has been delivered in stock in lieu of cash |
| Meeting/committee fees | Not disclosed (company states no retirement benefits or other perquisites for non‑employee directors) | Not disclosed |
Performance Compensation
| Metric | Director Compensation Linkage |
|---|---|
| Performance metrics tied to director pay | None disclosed; non‑employee director pay consists of retainers and equity grants (automatic initial/annual options), not performance‑conditioned awards |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Relationship with AIM |
|---|---|---|---|
| Metavante Technologies, Inc. | Director | 2007–2009 | None disclosed |
| Marshall & Ilsley Corporation | Director | 2000–2011 | None disclosed |
| American Family Mutual Insurance Company | Director | 2001–2018 | None disclosed |
| Fiduciary Real Estate Development Inc. | Chairman | Founded 1984 | None disclosed |
Expertise & Qualifications
- Chartered Financial Analyst; 50 years of investment and financial analysis experience .
- Founder/operator leadership in asset management and real estate; public company board service across financial services and insurance .
- Finance oversight suitability; member of Audit and Compensation Committees .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 37,205 | Indirect ownership through family and other trusts/annuities and a profit sharing/money purchase plan |
| Ownership as % of outstanding shares | 0.01% | Outstanding shares at record date were ~2,764,188 |
| Options (exercisable/unexercisable) | Not disclosed for Kellner | Outstanding equity awards table lists executives; no director options detailed for Kellner |
| Pledged shares | Not disclosed | No pledging disclosed in principal stockholders section |
| Ownership guidelines (director) | Not disclosed | Corporate governance materials referenced; no proxy detail on director ownership guidelines |
Governance Assessment
- Committee roles and independence: Kellner serves on both Audit and Compensation Committees; all committee members (including Kellner) were determined independent; attendance was 100% for 2024 meetings in those committees .
- Shareholder feedback signals: Say‑on‑pay failed at the December 2024 annual meeting (For: 8,535,999; Against: 21,721,702; Abstain: 3,711,479; Broker non‑votes: 472,219) — a strong investor dissatisfaction signal with executive pay oversight . Kellner was elected in a contested election (For: 16,966,423; Withhold: 16,886,693), indicating narrow support amid governance tensions .
- Board process concerns: Independent directors did not meet without management outside of committee meetings in 2024, which may limit independent oversight dynamics .
- Compensation alignment for directors: Kellner declined all director compensation since appointment (Dec 19, 2024), reducing cash/equity conflicts; Board broadly moved non‑employee director comp to stock in lieu of cash in Nov 2024 and reduced cash retainers further in Aug 2025, indicating cash conservation and potential better alignment with shareholders .
- Legal/activism context: A Kellner Group press release states the Delaware Supreme Court found AIM’s 2023 bylaw amendments inequitable and a breach of duty of loyalty, and alleges $15–$20M of waste defending entrenchment; these are activism claims that underscore governance risk perception among dissidents . The company’s 2025 proxy, however, discloses no material proceedings involving directors/officers .
- Related‑party transactions: No related‑party transactions involving Kellner are disclosed; the Audit Committee reviews any such transactions per policy .
Implications: Kellner brings deep finance oversight credentials and serves on key committees, with independence and full committee attendance, supporting board effectiveness. However, failed say‑on‑pay, contested elections, limited independent sessions, and ongoing activism/legal overhangs are governance red flags that can weigh on investor confidence and should be monitored through subsequent proxies and 8‑Ks .