Joseph Ceccoli
APDNAbout Joseph D. Ceccoli
Independent director of Applied DNA Sciences (APDN) since 2014; age 62 as of April 2025. Founder, President and CEO of Biocogent, LLC (since 2010). Holds a B.S. in Biotechnology from Rochester Institute of Technology with advanced professional training in pharmaceutical sciences, emulsion chemistry, engineering, and management; member of the American Chemical Society and Society of Cosmetic Chemists; inventor on 16 patents and author/co-author of 16 technical papers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biocogent, LLC | Founder, President & CEO | 2010–present | Bioscience commercial leadership; skin-active molecules development |
| BASF Corporation | Global Director of Operations | 2007–2008 | Integration and growth of domestic/overseas business units |
| Engelhard Corporation | General Manager | Pre-2007 | Operational leadership (Fortune 500 chemicals) |
| The Collaborative Group | Chief Operating Officer | 2004–2007 | COO at Long Island-based biotech/chemicals firm |
External Roles
- Proxy biography does not list other public company directorships for Mr. Ceccoli; it highlights executive roles and professional society memberships .
Board Governance
- Committee assignments (FY2024): Audit Committee member; Compensation Committee member. Chairs: Dr. Yacov Shamash chairs both Audit and Compensation; Ceccoli is not a chair .
- Nominating Committee: Members are Shamash (Chair), Simon, and Schmalz Shaheen; Ceccoli not listed .
- Independence: All committee members (Audit, Compensation, Nominating) were independent; Audit members met heightened SEC/Nasdaq independence and financial sophistication requirements; Compensation Committee composed solely of non-employees .
- Board & committee engagement: FY2024 Board held 10 formal meetings and 9 unanimous written consents; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee activity: 4 formal meetings in FY2024 .
- Nominating Committee activity: 1 formal meeting in FY2024 .
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Cash retainer (non-employee director) | $0 (Board waived compensation due to financial state) | $100,000 cash approved Sep 28, 2025; paid by Oct 31, 2025 |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Grant-date Fair Value |
|---|---|---|---|---|
| RSUs (non-employee directors) | Oct 17, 2025 | 22,511 per director | 90 days from grant | $80,364 total per director grant |
| Equity plan cap (non-employee directors) | Plan limit | n/a | n/a | Max total grant-date fair value per calendar year: $250,000 |
- No equity awards were granted to any executive officer or Board member during FY2024 due to limited available shares under the plan .
Other Directorships & Interlocks
| Person | Public Company Boards | Notes |
|---|---|---|
| Joseph D. Ceccoli | None listed in proxy biography | Executive roles emphasized; no public company board listings for Ceccoli |
- Board-level interlock/independence note: On Nov 6, 2025, Joshua Kruger was appointed Chairman; he is not independent due to affiliations with Cypress entities that provide paid services (> $120,000 annually), a board-level independence consideration .
Expertise & Qualifications
- Biotechnology operations and commercialization; chemicals sector operations; executive leadership at BASF/Engelhard/Collaborative Group .
- Education: B.S. in Biotechnology (RIT); professional training in pharmaceutical sciences, emulsion chemistry, engineering, and management .
- Technical credentials: 16 patents; 16 technical papers; memberships in ACS and Society of Cosmetic Chemists .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Joseph D. Ceccoli | 12 | * <1% | Includes 11 shares underlying currently exercisable options |
Say‑on‑Pay & Shareholder Feedback
| Proposal (May 22, 2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| NEO compensation (advisory) | 503,155 | 118,913 | 67,447 | 1,672,764 |
| Frequency of say‑on‑pay | 1 yr: 169,379 | 2 yrs: 33,862 | 3 yrs: 464,246 | Abstain: 22,028 |
Governance Assessment
- Board effectiveness: Ceccoli’s dual committee service (Audit and Compensation) and consistent attendance support engagement and independence; Audit Committee met 4 times in FY2024, indicating active financial oversight .
- Alignment & incentives: FY2025 added $100,000 cash plus short‑vesting RSUs (90 days) for directors, after FY2024 compensation was waived. The plan’s $250,000 annual cap for non‑employee director awards mitigates outlier equity grants; however, accelerated RSU vesting shortens alignment horizon versus multi‑year vesting norms .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Ceccoli. Board‑level independence risk exists with the non‑independent Chairman appointment (Kruger) due to compensated affiliations, though committees remain fully independent and chaired by an independent director (Shamash) .
- Shareholder sentiment: 2025 advisory vote on executive pay passed; plurality supported triennial say‑on‑pay frequency, indicating tolerance for current compensation oversight cadence .
RED FLAGS
- Non‑independent Chairman appointed in Nov 2025 due to paid affiliations (potential influence on board agenda) .
- Director RSUs vest in 90 days (limited long‑term alignment signal relative to longer vest schedules) .
- Significant share pool increase proposed under equity plan (potential dilution), though capped for non‑employee directors .