William M. Mitchell
AIM ImmunoTechAbout William M. Mitchell
William M. Mitchell, M.D., Ph.D., age 90, is AIM’s independent Chair of the Board (Chair since February 2016; director since July 1998 and previously served as director 1987–1989) . He is a Professor of Pathology, Microbiology & Immunology at Vanderbilt University School of Medicine (since 1966), a board‑certified physician, with M.D. from Vanderbilt and Ph.D. from Johns Hopkins; he has published 250+ papers on virology, immunology, and liquid biopsy and served on NIH/CDC review committees including the initial AIDS and Related Research Review Group . The Board determined Dr. Mitchell is independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIM ImmunoTech | Director; Chair of the Board | Director since Jul 1998; Chair since Feb 2016 | Independent Chair; oversight of agendas, independent sessions, and committee coordination |
| AIM ImmunoTech | Director (prior service) | 1987–1989 | Prior governance experience with company |
| Vanderbilt University School of Medicine | Professor of Pathology, Microbiology & Immunology | Since 1966 | Academic leadership; domain expertise relevant to AIM’s scientific business |
| NIH, CDC, EU committees | Member/Chair on government review committees | Various years | Risk oversight and regulatory experience; initial AIDS & Related Research Review Group |
| Chronix Biomedical | Director; former Chair of Medical Advisory Board | Until acquisition/merger by Oncocyte | Entrepreneurial diagnostics experience; next-gen DNA sequencing exposure |
External Roles
| Organization | Role | Status | Relevance/Interlocks |
|---|---|---|---|
| Chronix Biomedical (acquired by Oncocyte) | Board Director; Medical Advisory Board Chair | Past (until merger by public company Oncocyte) | Diagnostics domain network; no direct related-party transactions disclosed with AIM |
| Professional societies (ASIP, ISAR, ASCO, ASBMB, ACS, ASM; AMA member) | Member | Ongoing/various | Scientific credibility and network breadth |
Board Governance
- Independent Chair; CEO/Chair roles are separated (Chair: Mitchell; CEO: Thomas K. Equels), enhancing oversight balance .
- Committees:
- Audit Committee: Member (Chair: Nancy K. Bryan; members: Mitchell, Ted D. Kellner, David I. Chemerow); all independent; met 6 times in 2024 with full attendance; oversees DCC and auditor BDO .
- Compensation Committee: Member (Chair: Nancy K. Bryan; members: Mitchell, Kellner, Chemerow); met 4 times in 2024 with full attendance; engages Steven Hall & Partners as independent consultant .
- Corporate Governance & Nomination Committee: Chair (members: Mitchell, Bryan); met 2 times in 2024 with full attendance; oversees governance guidelines and succession planning .
- Executive Committee: Member; did not meet in 2024 .
- Disclosure Controls Committee (not a Board committee): Member; DCC actively met numerous times in 2024 .
- Board meetings: 10 meetings held in 2024; all Directors then in office attended; 16 unanimous consents executed .
- Director independence and composition affirmed; Mitchell is independent .
- Director Annual Meeting attendance policy: encouraged but not required; no formal policy .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 139,365 | Board annual cash compensation reduced from $182,462 to $125,000 in March 2023 |
| 2024 | 109,375 | Since Nov 2024, non‑employee director compensation taken as stock in lieu of cash |
| 2025 (policy) | 90,000 cash retainer | Chair receives an additional $10,000 |
- No retirement benefits or perquisites for non‑employee directors under current programs; travel expenses reimbursed .
Performance Compensation
| Year | Stock Award ($) | Option Award ($) | Structure/Notes |
|---|---|---|---|
| 2023 | — | — | Board compensation in cash after March reduction |
| 2024 | 15,625 | — | Since Nov 2024, stock in lieu of cash; option awards not granted for directors in table |
- No performance metrics disclosed for director compensation (e.g., TSR, revenue, ESG); the proxy’s director compensation section does not present performance‑linked metrics for director pay .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Timing |
|---|---|---|---|---|
| Chronix Biomedical (merged into Oncocyte) | Diagnostics | Director; Medical Advisory Board Chair | N/A | Until Oncocyte merger |
- No current public company directorships disclosed beyond AIM; no disclosed interlocks with AIM’s customers/suppliers; related‑party transactions are subject to Audit Committee review; none disclosed relating to Dr. Mitchell .
Expertise & Qualifications
- Leadership and academic credentials with extensive investigative experience in virology and immunology aligned to AIM’s scientific business .
- Regulatory exposure via FDA filings and government committee service; inventor on U.S./international patents .
- Diagnostic sector experience (Chronix Biomedical; Oncocyte transaction context) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components |
|---|---|---|---|
| William M. Mitchell | 7,513 | * (<1%) | Includes 2,295 options exercisable within 60 days; includes 1 share owned by spouse |
| Total shares outstanding (Record Date: Oct 24, 2025) | 2,764,188 | — | Reference denominator for ownership % |
- Hedging policy: The company does not prohibit directors/officers from using hedging instruments (e.g., collars, swaps, exchange funds), a potential misalignment risk .
- No director stock ownership guidelines disclosed for non‑employee directors .
Governance Assessment
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Strengths:
- Independent Chair with deep scientific and regulatory expertise; clear separation of Chair/CEO roles .
- Active committee engagement and documented attendance (Board: 10 meetings; Audit: 6; Compensation: 4; CG&N: 2), signaling engagement .
- Cash retainer reductions (2023 and Aug 2025) and stock‑in‑lieu policy suggest cost discipline and shareholder alignment intent .
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Concerns / RED FLAGS:
- Hedging allowed for directors/officers (no prohibition), weakening alignment with long‑term shareholders .
- 2024 Say‑on‑Pay failed (For: 8,535,999; Against: 21,721,702; Abstain: 3,711,479), indicating investor dissatisfaction with compensation oversight (Compensation Committee member) .
- Director election vote for Mitchell had notable withholds (For: 17,555,920; Withhold: 16,297,493), a signal of mixed investor confidence .
- Independent directors did not meet separately outside committee meetings in 2024, limiting independent board‑only deliberation .
- Low personal ownership (<1%) and small option holdings (2,295 exercisable) may reduce pay‑for‑performance alignment .
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Related‑party and legal:
- Policy requires Audit Committee review of related‑party transactions; no material proceedings or family relationships disclosed; no Mitchell‑specific related‑party transactions disclosed .
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Shareholder feedback channels:
- Board invites stockholder communication through Corporate Secretary; updated Code of Ethics and governance charters are publicly available .
Implication: Mitchell’s independent Chair role and committee leadership provide governance continuity and scientific oversight, yet hedging permissiveness, failed say‑on‑pay, and sizeable withhold votes create investor confidence risks tied to compensation oversight and alignment .