Robert Catell
APDNAbout Robert B. Catell
Robert B. Catell, age 88, has served on APDN’s Board since October 7, 2016. He holds both Bachelor’s and Master’s degrees in Mechanical Engineering from City College of New York, is a registered Professional Engineer, and completed executive programs at Columbia University and Harvard Business School; his background includes chair and CEO roles in regulated energy utilities (KeySpan; National Grid U.S.; Deputy Chairman, National Grid plc). These credentials reflect deep operational, regulatory, and technical governance expertise.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| KeySpan Corporation / KeySpan Energy Delivery (Brooklyn Union Gas) | Chairman & CEO | Former | Led large regulated utility; governance and operational oversight |
| National Grid U.S. | Chairman | Former | Oversight of U.S. operations post KeySpan acquisition |
| National Grid plc | Deputy Chairman | Former | Global utility board leadership |
| New York State Business Council | Chair | 2002–2003 | State-level business policy influence |
| Brooklyn Chamber of Commerce | Chair | 1994–1995 | Local economic development leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Advanced Energy Research and Technology Center (Stony Brook) | Chairman | Current | Energy research leadership; aligns with technical oversight |
| National Offshore Wind R&D Consortium (NOWRDC) | Chairman | Current (2024 disclosure) | Offshore wind policy/technology leadership |
| Cristo Rey Brooklyn High School | Chair Emeritus | Current | Non-profit board leadership |
| Long Island Association | Director | Current | Regional business organization |
| Alternative Packaging Solutions | Director | Current | Business board (private) |
| Utility Technology Solutions | Director | Current | Business board (private) |
| A+ Technology & Security Solutions, Inc. | Director | Current (2024 disclosure) | Security technology; private |
| ThermoLift Inc. | Director | Current (2024 disclosure) | Energy tech; private |
| Colin Powell School for Civic and Global Leadership | Director | Current | Non-profit/academic board |
| Dept. of Education: Diocese of Rockville Centre | Director | Current | Non-profit board |
| Feinstein Institute for Medical Research | Director | Current | Research non-profit |
| Futures in Education Endowment Fund | Director | Current | Non-profit endowment |
| St. Francis Hospital Foundation | Director | Current | Healthcare foundation |
| National Petroleum Council | Member | Current | National energy advisory body |
Board Governance
- Committee assignments: Member, Audit Committee (with Yacov Shamash as Chair and Joseph Ceccoli as member); Audit Committee held four formal meetings in fiscal 2024.
- Independence: Determined independent under Nasdaq standards for fiscal 2024; majority of the Board independent.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in fiscal 2024; all directors attended the 2024 annual meeting.
- Years of service: Director since October 7, 2016 (first became director in 2016).
- Board environment: On November 6, 2025, Joshua Kruger was appointed Chairman; he is not independent due to affiliate service arrangements (Cypress Management LLC/Cypress LLC) exceeding $120,000 per year—a governance consideration for independent oversight.
Fixed Compensation
| Fiscal Year | Component | Amount | Notes |
|---|---|---|---|
| 2025 | Annual cash retainer | $100,000 | Approved Sept 28, 2025; paid by Oct 31, 2025 |
| 2025 | Meeting/committee fees | $0 | “None of the members… received any other compensation” for FY2025 |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Oct 17, 2025 | RSUs | 22,511 | $80,364 | 90 days from grant | RSUs granted to each board member for Board service |
- Equity plan constraints: Non-employee director awards are capped at $250,000 total grant date fair value per calendar year under the Amended 2020 Equity Incentive Plan.
- Change-in-control treatment: Committee may, at its discretion, vest/cancel/redeem awards upon or in anticipation of a Change in Control (including RSUs).
Other Directorships & Interlocks
| Entity | Relationship Type | Potential Interlock/Conflict |
|---|---|---|
| Multiple private and non-profit boards (listed above) | External boards | No APDN-related commercial transactions disclosed involving Catell in filings reviewed; 2016 appointment explicitly noted no related-party transactions at that time. |
| APDN Board Chair (Joshua Kruger) | Not independent | Affiliate service relationships (Cypress) could influence Board dynamics; no Catell-specific conflict disclosed. |
Expertise & Qualifications
- Engineering and operational leadership in regulated utilities (KeySpan/National Grid), with executive training at Columbia and Harvard; registered Professional Engineer.
- Governance and committee suitability: Member of Audit Committee; Board determined committee members are financially sophisticated, and Audit Committee meets heightened SEC/Nasdaq independence standards.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Oct 31, 2025 | 12 | *% | Based on 4,354,782 shares outstanding; table reflects current low director holdings post share structure changes |
| Record Date (2024 proxy; 9,011,857 shares outstanding) | 8,436 | *% | 2024 beneficial ownership disclosure |
Governance Assessment
- Alignment: Independent non-employee director with extensive energy-sector and governance experience; serves on Audit Committee, supporting financial oversight.
- Ownership: Very low current beneficial ownership (12 shares as of Oct 31, 2025), which weakens equity alignment; RSUs granted in October 2025 provide some near-term alignment but vest on a short 90-day schedule.
- Pay structure: FY2025 director pay comprises cash retainer only in the table ($100k), with an additional RSU grant of 22,511 units ($80,364 fair value) for Board service; no meeting or committee fees disclosed; director equity awards capped at $250k per calendar year under plan—mitigates over-compensation risk.
- Conflicts and related-party exposure: No Catell-specific related-party transactions disclosed in filings reviewed; historical appointment filing explicitly reported none; note the presence of a non-independent Board Chair (Kruger) as a governance red flag for board independence, though not tied to Catell.
- Attendance/engagement: Board-level disclosure indicates at least 75% attendance for all directors and full attendance at the annual meeting—supports engagement; committee activity ongoing.
Overall, Catell’s long-tenured utility governance and engineering background strengthens APDN’s board oversight, particularly Audit Committee work. Key investor signals to monitor are equity alignment (currently minimal), short vesting RSUs, and broader board independence given a non-independent Chair.