Sylvia Wulf

About Sylvia Wulf

Sylvia A. Wulf, age 68, has served on AquaBounty’s Board since 2019 and became non‑executive Board Chair in 2023; she was President and CEO from 2019 to 2024 and is currently Interim Head, Agriculture & Environment at the Biotechnology Innovation Organization (BIO). She holds a B.S. in Finance from Western Illinois University and an MBA from DePaul University, with senior leadership experience at US Foods, Tyson Foods, Sara Lee, and Bunge . Her 2024 transition to Board Chair followed her retirement as CEO effective June 7, 2024; the company stated her retirement was not due to any disagreement with operations, policies, or practices .

Past Roles

External Roles

Board Governance

• Role/Committees: Wulf is non‑executive Board Chair and is not listed as a member of the Audit Committee (AC), Compensation & Human Capital Committee (CHCC), or Nominating & Corporate Governance Committee (NCGC) .
• Independence: In March 2025, the Board determined specific directors were independent under Nasdaq rules; Wulf is not listed among the independent directors, reflecting her recent executive role and current Board Chair status .
• Attendance: The Board met 19 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Non‑management directors held executive sessions periodically; one Board member attended the 2024 annual meeting .
• Leadership structure: AQB separates CEO and Board Chair roles, emphasizing checks and balances and oversight; Board size reduced from seven to four to preserve cash given reduced operations .
• Risk oversight: AC oversees financial/reporting and compliance risks; CHCC reviews compensation risk; management conducts annual risk assessment led by Chief Compliance Officer with quarterly updates to the Board .

Fixed Compensation

• Director retainer framework (2024): Cash retainer $10,000 for Q1; AC Chair $6,250; CHCC and NCGC Chairs $3,750; committee member $1,250 per committee; Strategic Alternatives Committee member $5,000; chair $10,000. Compensation for Q2–Q4 was delayed until 2025; all annual director equity grants (options/RSUs) were waived in 2024 to preserve cash .

Note: Wulf also received executive compensation earlier in 2024 prior to her retirement from the CEO role (see Performance Compensation) .

Performance Compensation

• Executive bonus framework (2024): Target bonuses for eligible NEOs set by Board; payout formula weighted 70% company strategic/financial goals and 30% individual goals. For 2024, the Board determined neither company nor individual goals were achieved, resulting in no bonus for eligible NEOs; Wulf and Melbourne were not eligible due to resignations prior to year‑end .

• Pay Versus Performance (Company‑level disclosure):
  | Year | SCT Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average SCT Total for Non‑PEO NEOs ($) | Average Compensation Actually Paid to Non‑PEO NEOs ($) | TSR Value of $100 | Net Income ($) | |---|---:|---:|---:|---:|---:|---:| | 2024 | 439,799 | 429,151 | 330,875 | 325,735 | 1 | (149,192,660) | | 2023 | 496,657 | 440,248 | 371,071 | 336,874 | 7 | (27,557,901) | | 2022 | 553,557 | 497,394 | 394,753 | 361,534 | 35 | (22,157,195) |

• Wulf’s 2024 executive pay (pre‑retirement): Salary $241,258; All other compensation (401k match) $7,238; Total $248,496 .

Other Directorships & Interlocks

• Public company directorships other than AQB: None disclosed in the proxy .

Expertise & Qualifications

• Education: B.S. in Finance (Western Illinois University); MBA (DePaul University) .
• Industry and functional experience: Senior leadership across US Foods (manufacturing division President), Tyson, Sara Lee, Bunge; extensive food sector experience including fish/aquaculture .
• Governance/leadership: Non‑executive Board Chair; trade association executive roles (BIO, NFI) .

Equity Ownership

• Beneficial ownership (as of March 31, 2025): 32,396 shares; less than 1% of outstanding shares; includes 319 shares issuable upon exercise of stock options within 60 days; no shares pledged by any directors or executive officers .

• Outstanding equity awards (as of December 31, 2024):
  | Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Vesting Date | Expiration | Unvested RSUs (units) | Market Value of Unvested RSUs ($) | |---|---:|---:|---:|---|---|---:|---:| | 30‑Apr‑2019 | 7,501 | — | 44.40 | 30‑Apr‑2020 | 30‑Apr‑2029 | — | — | | 12‑Mar‑2020 | 1,583 | — | 37.60 | 12‑Mar‑2023 | 12‑Mar‑2030 | — | — | | 10‑Mar‑2021 | 403 | — | 134.40 | 10‑Mar‑2024 | 10‑Mar‑2031 | — | — | | 14‑Mar‑2022 | 1,722 | 121 | 30.40 | 14‑Mar‑2025 | 14‑Mar‑2032 | — | — | | 9‑Mar‑2023 | — | — | — | — | — | 1,224 | 771 | | 14‑Jun‑2023 | 3,516 | 2,318 | 7.20 | 9‑Mar‑2026 | 9‑Mar‑2033 | — | — |

Option vesting conventions: 2018–2019 grants vest daily over a one‑year period; 2023 grants vest daily through March 9, 2026; other option grants vest daily over three years .

Governance Assessment

• Independence risk (RED FLAG): Wulf serves as non‑executive Board Chair and previously was CEO through mid‑2024; she is not identified as independent under Nasdaq rules in the Board’s March 2025 independence determination. Concentration of leadership plus recent executive history can constrain independent oversight and reduce investor confidence if not counterbalanced by strong committee leadership elsewhere .
• Committees: Wulf holds no committee seats; key oversight resides with other directors (e.g., St.Clare chairs AC; Sharps Myers chairs CHCC), which partially mitigates governance concentration but limits Wulf’s formal involvement in audit/compensation/nominating deliberations .
• Attendance/engagement: Board met 19 times in 2024 with ≥75% attendance by each director; non‑management executive sessions occurred periodically—positive engagement signal amid restructuring .
• Compensation alignment: Directors waived 2024 equity grants and delayed cash fees for Q2–Q4 to preserve liquidity—strong austerity and alignment signal; Wulf received no director fees in 2024 and minimal executive pay post‑retirement .
• Ownership alignment: Wulf beneficially owns 32,396 shares with no pledging; however, company notes no formal executive equity ownership guidelines; director ownership guidelines not disclosed—neutral to slightly negative from a policy standpoint .
• Shareholder feedback: 2024 say‑on‑pay passed (650,159 for; 238,761 against; 41,938 abstain), supporting pay practices despite company performance challenges; director election votes for Wulf were lower than some peers, a mild signal of shareholder scrutiny .
• Related parties/controls: No related‑party transactions involving Wulf disclosed; AC oversees a formal related‑party policy and reviews under Item 404 standards—positive control environment .
• Context: The June 2024 CEO succession and operational retrenchment were publicly framed by Wulf as part of long‑term planning; she highlighted leading efficient shutdown of Indiana farm and focus on financing/strategic alternatives—signals operational decisiveness but underscore turnaround risk .

Director Compensation (Structure Snapshot)

Say‑on‑Pay & Shareholder Voting (2024)

Final director slate and Board resizing were part of cash‑preservation measures; the company reduced Board seats from seven to four for the upcoming term .

Potential Conflicts and Policies

• Hedging/pledging: Insider trading policy prohibits short sales and all hedging/derivative transactions; directors and officers complied in 2024. No shares pledged by directors/officers—reduced alignment risk .
• Related‑party transactions: AC‑managed policy aligned with Item 404; indemnification agreements in place; no specific transactions involving Wulf disclosed .

Employment & Contract Terms (Context)

• Wulf retired from CEO role effective June 7, 2024; not eligible for 2024 bonus due to resignation prior to year‑end .
• Active employment agreements with CFO (Frank) and General Counsel (Olsen) include 1x base salary severance, prorated bonus, and 100% equity acceleration within 12 months post‑change‑of‑control (release required)—illustrative of AQB’s severance posture; no Wulf employment agreement terms disclosed in the proxy .

Performance & Track Record (Selected Signals)

• Leadership actions: Wulf’s statement recognized the efficient shutdown of AQB’s Indiana farm and focus on financing/strategic alternatives during transition—turnaround posture in challenging liquidity environment .
• Company performance markers: Negative net income and depressed TSR in 2022–2024 reflect operational/financial headwinds under multiple CEOs, including part of Wulf’s tenure; compensation actually paid tracked downward with TSR .

Governance Summary

• Strengths: Clear separation of Chair/CEO; robust AC leadership by an audit committee financial expert; formal related‑party and insider trading policies; high meeting cadence and ≥75% attendance; austerity in director pay and equity grants .
• Risks/RED FLAGS: Wulf’s non‑independent status as Board Chair following recent CEO tenure; absence from committees may limit direct oversight engagement; continued restructuring and liquidity focus elevate governance and execution risk; lower “for” votes relative to some peers indicate scrutiny .
• Alignment: Meaningful personal share ownership without pledging; director compensation concessions signal shareholder‑friendly posture; lack of disclosed director ownership guidelines is a policy gap .