Elizabeth Schmalz Shaheen
APDNAbout Elizabeth Schmalz Shaheen
Elizabeth M. Schmalz Shaheen is an independent director of Applied DNA Sciences (APDN) who first joined the Board on June 1, 2017. She is President of American Flavors & Fragrances LLC (since 2003) and President of her consulting firm, Betsy Schmalz & Associates; previously she held senior product development leadership roles at Estée Lauder, Bath & Body Works/Victoria’s Secret (The Limited), and Revlon. She earned a bachelor’s degree in psychology from Georgian Court University, is an active member of Cosmetic Executive Women, and serves on Georgian Court’s Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Flavors & Fragrances LLC | President | Since 2003 | Senior leadership in fragrance industry |
| Betsy Schmalz & Associates | President | Not disclosed | Strategic consulting |
| Estée Lauder | Senior Vice President, Corporate Product Development | Not disclosed | Oversaw product development for major brands |
| Bath & Body Works; Victoria’s Secret (The Limited) | Executive Vice President, Product Development | Not disclosed | Product development leadership |
| Revlon | Senior Management – New Product Development | Not disclosed | Led development for Borghese, Ultima II, Prestige fragrances |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgian Court University | Board of Trustees | Not disclosed | Governance role at academic institution |
| Cosmetic Executive Women | Member | Not disclosed | Industry affiliation |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating Committee; not a member of the Audit Committee .
- Chair roles: No committee chair roles; Audit and Compensation Committees chaired by Yacov A. Shamash .
- Independence: Determined independent under Nasdaq standards for FY2023 and FY2024; all three standing committees composed entirely of independent directors .
- Attendance and engagement: In FY2024, the Board held 10 formal meetings and acted by unanimous written consent nine times; each director attended at least 75% of Board and committee meetings during their tenure, and all directors attended the 2024 annual meeting . In FY2023, each director met at least 75% attendance; all directors at the annual meeting except Scott Anchin .
- Governance context: On Nov 6, 2025, Joshua Kruger was appointed Chairman; he is not independent due to affiliation with Cypress entities providing services >$120,000 annually, which may affect board dynamics though no conflict is disclosed for Ms. Schmalz Shaheen .
- Hedging policy: The Board has not adopted a hedging policy for directors, officers, or employees .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Approved Sep 28, 2025; paid on or before Oct 31, 2025 |
| Committee membership fees | — | “None of the members of our Board received any other compensation in respect of fiscal 2025.” |
| Committee chair fees | — | Not disclosed; no additional compensation in FY2025 |
| Meeting fees | — | Not disclosed; no additional compensation in FY2025 |
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Oct 17, 2025 | 22,511 | $80,364 | 90 days from grant | Compensation for Board service; awarded to each board member |
| Options | FY2025 | — | — | — | No option awards to directors in FY2025 |
- Performance metrics tied to compensation: None disclosed for director RSUs; vesting is time-based only .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Ms. Schmalz Shaheen . |
Expertise & Qualifications
- Consumer products and personal care product development leadership across Estée Lauder, Bath & Body Works/Victoria’s Secret, and Revlon; fragrance industry leadership at American Flavors & Fragrances .
- Governance and industry involvement via Georgian Court University Board of Trustees and Cosmetic Executive Women .
- The Board cites her “track record of accomplishments as a strategist and products leader” as rationale for directorship .
Equity Ownership
| Metric | As of | Value | Notes |
|---|---|---|---|
| Shares outstanding (Company) | Oct 31, 2025 | 4,354,782 | Basis for % ownership |
| Total beneficial ownership (Ms. Schmalz Shaheen) | Oct 31, 2025 | 12 shares | Percent of class indicated as “less than one percent” |
| Ownership % | Oct 31, 2025 | <1% | “Indicates less than one percent.” |
| Options exercisable (included) | Oct 31, 2025 | 11 shares | Included in beneficial ownership per footnote |
| RSUs granted (unvested at grant) | Oct 17, 2025 | 22,511 | RSUs vest 90 days post-grant; granted to each board member |
- Note: Beneficial ownership calculations generally exclude unvested RSUs; the RSU grant on Oct 17, 2025 vests in 90 days and is compensation for Board service .
Governance Assessment
- Strengths: Independent director with consistent committee participation (Compensation and Nominating), meeting attendance at least 75%, and consumer products expertise that can inform commercialization and branding strategy .
- Alignment: Annual cash retainer of $100,000 supplemented by time-based RSUs suggests some equity linkage; however, her disclosed beneficial ownership is de minimis (<1%), which signals limited personal capital at risk .
- Risks/RED FLAGS: Board lacks a hedging policy, which is shareholder-unfriendly; presence of a non-independent Chairman affiliated with paid service providers may heighten conflict-of-interest risk at the board level, though no related-party transactions are disclosed for Ms. Schmalz Shaheen specifically .
- Compensation structure: No director option awards in FY2025; RSUs vest in 90 days (short vesting horizon), potentially weaker long-term alignment vs longer vesting schedules; the amended 2020 Equity Incentive Plan caps non-employee director awards at $250,000 grant-date fair value per calendar year, which constrains pay inflation .
Potential conflicts or related-party exposure: None disclosed for Ms. Schmalz Shaheen in the reviewed proxies; independence affirmed for FY2023–FY2024 .
Say-on-Pay context: The Board unanimously recommended triennial (“every three years”) advisory votes on executive compensation; director-specific say-on-pay outcomes are not applicable .
Audit/controls governance: All Audit Committee members are independent and financially sophisticated; oversight processes and pre-approval policies in place; Ms. Schmalz Shaheen is not on Audit .