Yacov Shamash
APDNAbout Yacov A. Shamash
Dr. Yacov A. Shamash (age 75) has served as an independent director of Applied DNA Sciences, Inc. (APDN) since March 17, 2006. He is a Professor of Electrical and Computer Engineering at Stony Brook University (since 1992), previously Dean of Engineering and Applied Sciences (1992–2015), Dean of the Harriman School for Management and Policy (1995–2004), and Vice President for Economic Development (2001–2019). He holds a Ph.D. in Electrical Engineering from Imperial College London and is designated as the Company’s Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stony Brook University | Professor, Electrical & Computer Engineering | 1992–present | Founder of NYS Centers of Excellence in Wireless & IT and Advanced Energy Research |
| Stony Brook University | Dean, Engineering & Applied Sciences | 1992–2015 | Led engineering faculty and programs |
| Stony Brook University | Dean, Harriman School (Management & Policy) | 1995–2004 | Oversaw management school |
| Stony Brook University | Vice President for Economic Development | 2001–2019 | Economic development leadership |
| Washington State University | Chair, Electrical & Computer Engineering | 1985–1992 | Department leadership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Comtech Telecommunications Corp. | Public company | Director | Current board service |
| Keytronic Corp. | Public company | Director | Current board service |
| Long Island FIRST Robotics | Non-profit | Board member | Community/education organization |
| LISTnet | Non-profit | Board member | Long Island tech network |
Board Governance
- Committee leadership: Chair of Audit, Compensation, and Nominating Committees; all three committees composed entirely of independent directors; members satisfy SEC/Nasdaq independence standards .
- Audit committee financial expertise: Board determined Dr. Shamash is financially sophisticated and an “Audit Committee financial expert” under the Exchange Act .
- Independence: Board determined Dr. Shamash is independent (2023 and 2024) .
- Engagement: In fiscal 2024, the Board held 10 formal meetings and acted by unanimous written consent 9 times; each director attended at least 75% of meetings, and all attended the 2024 annual meeting . In fiscal 2023, the Board held 5 formal meetings; each director attended at least 75% of meetings; all directors attended the 2023 annual meeting except Mr. Anchin .
- Audit oversight: Shamash signed the Audit Committee Report recommending inclusion of audited FY2024 financials in the 10-K; the committee pre-approves audit and permissible non-audit services .
Board and committee activity (oldest → newest):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board formal meetings (count) | 5 | 10 |
| Audit Committee formal meetings (count) | 4 | 4 |
| Compensation Committee formal meetings (count) | 1 | 2 |
| Nominating Committee formal meetings (count) | 1 | 1 |
| Annual meeting attendance | All directors attended except Mr. Anchin | All directors attended |
Fixed Compensation
Director compensation (oldest → newest):
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash Retainer ($) | $0 (Board waived compensation due to financial state) | $100,000 paid on or prior to Oct 31, 2025 |
| Other Cash Fees ($) | — (none disclosed) | — (none disclosed) |
| Total ($) | $0 | $100,000 |
Performance Compensation
Director equity awards and vesting details:
| Grant Date | Type | Shares | Fair Value ($) | Vesting | Term/Details |
|---|---|---|---|---|---|
| Jan 25, 2023 | Stock Options (annual grant) | 5,632 | 150,000 | Vested in full on first anniversary (Jan 25, 2024) | 10-year term |
| Jan 25, 2023 | Stock Options (committee recognition) | 469 | 12,500 | Vested in full on first anniversary (Jan 25, 2024) | 10-year term |
| Oct 17, 2025 | RSUs (annual board grant) | 22,511 | 80,364 | Vests 90 days from grant date | RSU service-based grant |
Policies:
- Company did not grant any equity awards to directors in fiscal 2024 due to limited shares under the plan .
- Equity grant timing avoids closed trading windows; grants are not timed to MNPI disclosures .
Other Directorships & Interlocks
| Organization | Relationship to APDN | Potential Interlock/Conflict |
|---|---|---|
| Comtech Telecommunications Corp. | External public board | None disclosed with APDN |
| Keytronic Corp. | External public board | None disclosed with APDN |
| Stony Brook University | APDN corporate address is in Stony Brook; Shamash has long-standing leadership roles at Stony Brook | No related-party transactions disclosed in cited sections; directors are independent; note proximity (address: 50 Health Sciences Drive, Stony Brook, NY) |
Expertise & Qualifications
- Ph.D. in Electrical Engineering, Imperial College London; extensive academic and leadership credentials in engineering and technology .
- Designated Audit Committee financial expert; financially sophisticated per SEC/Nasdaq standards .
- Networked across technology and energy sectors via founding state Centers of Excellence; external public company board experience (Comtech, Keytronic) .
Equity Ownership
Beneficial ownership of APDN Common Stock (oldest → newest):
| Metric | FY 2024 Proxy (Record Date) | FY 2025 Proxy (Record Date) | Oct 31, 2025 |
|---|---|---|---|
| Shares owned (#) | 8,994 | 180 | 13 |
| % of class | * (less than 1%) | * (less than 1%) | * (less than 1%) |
| Shares outstanding basis (#) | 9,011,857 | 6,497,790 | 4,354,782 |
Notes: Beneficial ownership computed per SEC rules; currently exercisable options within 60 days counted for the holder’s percentage, but not for others .
Governance Assessment
- Positives:
- Strong independence: Shamash is independent and chairs three fully independent committees; Audit Committee oversight and pre-approval processes are formalized .
- Financial expertise: Audit Committee financial expert designation and consistent audit committee activity (four meetings in FY2023 and FY2024) .
- Engagement: At least 75% meeting attendance and full attendance at the 2024 annual meeting .
- Cost restraint/alignment: Board waived all director compensation for FY2024 given company financial state .
- Cautions/Red Flags:
- Concentration of committee power: One director chairs Audit, Compensation, and Nominating, which may reduce checks-and-balances relative to best practices (though independence standards are met) .
- Minimal equity ownership: Beneficial ownership is de minimis (<1%) across recent periods, which may weaken “skin-in-the-game” alignment .
- Short RSU vesting: FY2025 board RSUs vest in 90 days, favoring near-term over long-term alignment relative to multi-year vesting schedules .
- Signals:
- Compensation mix shift: From option-only (FY2023) to zero (FY2024) to cash + short-vest RSUs (FY2025), reflecting financial constraints and a pivot away from long-dated options for directors .
- Say-on-pay cadence: Board recommends triennial say-on-pay, suggesting preference for longer evaluation cycles .
No family relationships among directors or executive officers are disclosed; committee memberships meet heightened SEC/Nasdaq independence standards .