Judith Murrah

About Judith Murrah

Judith Murrah is a current director of Applied DNA Sciences (APDN), appointed to the Board on June 18, 2025 when she was also named Chief Executive Officer and Chairperson; she resigned the CEO role on September 29, 2025 and the Chair role on November 6, 2025, continuing as a director thereafter . Biographical details such as age and education are not disclosed in the available filings. Her core credentials are operational and technology leadership at APDN, having served as President, Chief Operating Officer, and Chief Information Officer prior to her brief tenure as CEO .

Past Roles

External Roles

No external public company directorships or outside board roles are disclosed in the available filings. (Not disclosed)

Board Governance

• Independence status: Under Nasdaq Rule 5605(a)(2), a director who was employed by the company within the past three years is not independent; while interim executive service of up to one year can be excepted, boards must still assess independence. Given Ms. Murrah’s CEO/President employment in 2025, she would not meet the three-year cooling-off standard unless specifically classified under the interim exception by the Board . APDN filings do not explicitly state her independence status post-CEO service (not disclosed).
• Committee memberships: As of FY2024, Audit (Shamash—Chair; Catell; Ceccoli), Compensation (Shamash—Chair; Ceccoli; Schmalz Shaheen), and Nominating (Shamash—Chair; Simon; Schmalz Shaheen). Ms. Murrah was not a director then and no subsequent committee assignments for her are disclosed .
• Attendance: FY2024 directors each attended at least 75% of Board and committee meetings; Ms. Murrah was not a director in FY2024. No attendance disclosure for her 2025 Board service .
• Lead Independent Director/executive sessions: APDN follows Nasdaq requirements for independent director executive sessions; specific lead roles are not disclosed .

Fixed Compensation

Performance Compensation

• No performance-based metrics tied to director equity are disclosed; grants vest based on time (90 days) .

Other Directorships & Interlocks

• Not disclosed for Ms. Murrah. However, the Board environment includes a non-independent Chairman, Joshua Kruger, appointed Nov 6, 2025, who is affiliated with Cypress entities receiving company fees and warrants—this is a Board-level related-party exposure (monthly $60,000 advisory fee; discretionary digital asset management fees; warrants; and personal share/warrant purchases by Kruger). These relationships can affect overall governance dynamics and investor confidence even if not directly attributable to Ms. Murrah .

Expertise & Qualifications

• Operational and technology leadership: Served as CIO and COO, indicating depth in operations and IT overseeing corporate execution .
• Executive leadership: Briefly served as CEO and Chairperson during a strategic transition period .

Equity Ownership

• Ownership alignment: Beneficial ownership is de minimis (<1%) with small option positions; recent director RSUs (time-based) add short-term equity but do not indicate long-term ownership alignment .

Employment & Contracts

Governance Assessment

• Independence risk: Ms. Murrah’s 2025 executive employment (CEO/President) within the past three years raises independence concerns under Nasdaq rules; while a sub-one-year interim exception exists, APDN has not disclosed a Board determination classifying her under that exception. This ambiguity is a governance risk for committee service and investor confidence .
• Ownership alignment: Extremely low beneficial ownership (10 shares; <1%) and small option holdings suggest limited “skin-in-the-game,” with recent RSUs vesting quickly (90 days) and no disclosed long-term holding requirements—weak alignment signal .
• Board environment conflicts (RED FLAGS): Appointment of a non-independent Chair with extensive paid advisory and asset management relationships (Cypress entities) and warrants, plus personal stake purchases, presents related-party exposure at the Board level .
• Dilution and incentive structure: Proxy proposals to increase authorized shares to 500,000,000 and add 5,000,000 shares to the equity plan, alongside large warrant overhangs, indicate significant potential dilution; while not specific to Ms. Murrah, this context influences Board oversight of pay-for-performance and capital allocation .
• Compensation practices: Director cash retainer and short-vesting RSUs for Board service (including Ms. Murrah) lack performance-based components; this favors guaranteed/near-term compensation over long-term, performance-linked equity .

Net takeaways focused on investor confidence:

• Clarify Ms. Murrah’s independence classification and committee eligibility to reduce governance uncertainty .
• Enhance ownership alignment via longer vesting and holding requirements for director equity (not disclosed currently) .
• Heighten Board oversight and disclosure around related-party arrangements with the Chair to mitigate conflict perceptions .