Thomas K. Equels
AIM ImmunoTechAbout Thomas K. Equels
Thomas K. Equels, age 73, is AIM ImmunoTech’s Chief Executive Officer (since 2016), President (since 2015), Executive Vice Chair (since 2008), and a director since 2008. He holds a J.D. with high honors from Florida State University and B.S./M.S. from Troy University; earlier, he served as a military pilot decorated with two Distinguished Flying Crosses, the Bronze Star, the Purple Heart, and fifteen Air Medals, and was knighted in 2012 by Pope Benedict . Under his tenure, AIM remains pre-commercial with minimal revenues and persistent losses; the company’s pay-versus-performance table shows total shareholder return values for a $100 investment of $33.70 (2022), $47.83 (2023), and $21.52 (2024) . See financial performance tables below for revenue, EBITDA, and net income trends.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equels Law Firm (Miami) | President & Managing Director | — | Represented national/state governments and private companies; court-appointed receiver on multiple turnarounds |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various court-appointed receiverships | Receiver | — | Turnaround of distressed companies, financial/legal stewardship |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 850,000 | 783,333 (partly paid in stock as cash conservation) |
| Target Bonus ($) | 350,000 (per employment agreement) | 350,000 (per employment agreement) |
| Actual Bonus Paid ($) | 350,000 (accrued ’23, paid in 2024) | 0 (voluntarily waived) |
| Stock Awards ($) | — | 200,000 (stock in lieu of cash) |
| Option Awards ($) | 128,112 | 0 (waived) |
| All Other Compensation ($) | 103,189 (insurance, car, 401(k)) | 106,392 (insurance, car, 401(k)) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Board-established strategic goals (development, partnerships, stock price) | Not disclosed | $350,000 | 2023: earned; 2024: waived | 2023: $350,000; 2024: $0 | N/A |
| Annual Option Grant | Long-term objectives advancement | Not disclosed | 300,000 non-qualified options annually | 2024: waived | 2023 option grant FV $128,112 | One-year vest on Nov 30 each year |
| Event Award (Licensing/Acquisition/Therapeutic Indication) | Cash % of Gross Proceeds | N/A | 3% of Gross Proceeds | None paid in 2023/2024 | Cash within 90 days of receipt | N/A |
| Acquisition Award (Sale of Company/assets) | Cash % of Gross Proceeds | N/A | 3% of Gross Proceeds | None paid in 2023/2024 | Cash within 90 days of receipt | N/A |
Outstanding equity awards (exercisable options) include numerous tranches and strikes, totaling 15,542 options exercisable with expirations spanning 2025–2033 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 54,406 shares, incl. 15,536 exercisable options; <1% (0.02%) of outstanding |
| Exercisable vs. unexercisable | 15,536 options exercisable; unexercisable not disclosed |
| Shares pledged as collateral | Not disclosed |
| Hedging policy | Company does not prohibit employees/directors from hedging or using derivatives to offset stock value declines (red flag) |
| Stock ownership guidelines | Not disclosed |
| Compliance status | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement date & term | Employment agreement entered November 2020; five-year term |
| Base salary | $850,000 |
| Bonus | Target $350,000; goals set by Compensation Committee |
| Annual options | 300,000 non-qualified options; one-year vesting annually on Nov 30 |
| Change-in-control | Upon qualifying termination following change in control, base salary/benefits, annual option issuance, and auto allowance continue for remaining term plus a three-year extension |
| Event & Acquisition Awards | 3% of Gross Proceeds for licensing/acquisition/therapeutic indication events; 3% of Gross Proceeds for sale of company or substantially all assets |
| Disability | Immediate vesting of options; two years of base salary payable upon permanent disability |
| Death | Immediate vesting of options; group life insurance equals 2x salary (max $300k) plus separate $3,000,000 coverage per employment agreement |
| Clawback, non-compete, garden leave | Not disclosed |
Board Governance
- Board leadership: Independent Chair (William M. Mitchell); CEO is Thomas K. Equels; roles separated .
- Committee roles: Equels chairs the Executive Committee (members include independent directors Bryan, Kellner, Mitchell) . He is not independent .
- Attendance: Board held 10 meetings in 2024; all directors then in office attended .
- Committee activity: Compensation Committee met 4 times (Bryan, Mitchell, Kellner, Chemerow) ; Audit Committee met 6 times (Bryan chair; Mitchell, Kellner, Chemerow; Bryan as audit committee financial expert) ; Corporate Governance & Nomination met 2 times .
- Bylaw/governance changes: Quorum reduced from 40% to 33⅓% on Feb 24, 2025 .
Director Compensation
- Equels receives no additional compensation for serving as a director (not independent) .
- Non-employee director compensation reduced in 2025 to $90,000 cash (chair +$10,000), with stock in lieu of cash under the cash conservation plan .
Performance & Track Record
Financial performance (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 141,000* | 202,000* | 170,000* |
| EBITDA ($) | -19,667,000* | -31,678,000* | -19,526,000* |
| Net Income ($) | -19,445,000* | -28,962,000* | -17,320,000* |
Financial performance (quarterly):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 45,000* | 16,000* | 25,000* | 26,000* |
| EBITDA ($) | -5,791,000* | -3,561,000* | -2,591,000* | -2,393,000* |
| Net Income ($) | -5,967,000* | -3,705,000* | -2,794,000* | -3,284,000* |
Values retrieved from S&P Global.*
Total Shareholder Return (Company’s Pay vs Performance disclosure):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $33.70 | $47.83 | $21.52 |
Key context:
- Reverse split proposal (up to 1-for-100) approved by stockholders in April 2025 to address NYSE American listing risk, with exchange-accepted remediation plan and risk of automatic delisting at $0.10 stock price .
- Cash conservation plan: Directors compensated in stock; CEO/COO reduced cash salary and received stock equivalents; Equels purchased AIM shares during Nov 2023–Nov 2024 .
Compensation Committee Analysis
- Independent compensation consultant (Steven Hall & Partners) assessed CEO/COO pay vs five-company biotech comparators; CEO total compensation ranked second to last; COO ranked last, per December 2022 report to Compensation Committee .
- 2024 say-on-pay failed to obtain stockholder approval, prompting emphasis on conservation, equity, and alignment messaging .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay proposal was not approved by stockholders .
- 2025 proxy recommends “FOR” say-on-pay and “1 YEAR” frequency; results pending .
Risk Indicators & Red Flags
- Hedging permitted for executives/directors (no anti-hedging policy) .
- Event/Acquisition Award entitles CEO to 3% of Gross Proceeds from licensing/acquisitions/sale of company—potential conflict with long-term alignment .
- 2024 say-on-pay failure indicates shareholder dissatisfaction .
- Listing compliance risk and need for reverse split; stock price volatility and potential delisting risk flagged .
- Legal proceedings: none material disclosed .
Expertise & Qualifications
- Legal, regulatory, and corporate turnaround experience; J.D. (high honors), Troy University M.S.; combat-decorated military service; longstanding executive/board roles at AIM .
Investment Implications
- Alignment: Low personal ownership (0.02%) and hedging permissiveness reduce alignment; however, 2024 cash bonus and option grants were voluntarily waived and salary paid partly in stock, modestly improving near-term alignment .
- Retention: Strong change-in-control protection (salary/benefits, option issuance continuation, 3-year term extension) and lucrative 3% Gross Proceeds awards could aid retention but also incentivize near-term monetization events .
- Trading signals: Insider equity grants in lieu of cash and disclosed share purchases by Equels can signal commitment, but reverse split/delisting pressures and ongoing losses may dominate sentiment .
- Governance: Separation of Chair/CEO and independent committees are positives; quorum reduction and hedging policy are negative governance signals; 2024 say-on-pay failure suggests heightened investor scrutiny .