Anthony DiGiandomenico
ClearSign TechnologiesAbout Anthony DiGiandomenico
Anthony DiGiandomenico (age 58) joined ClearSign’s board on May 22, 2025, following a cooperation agreement with the company; the board subsequently nominated him for election at the July 25, 2025 annual meeting . He brings 35+ years of investment advisory experience across biotech, medical devices, high technology and renewable energy, and holds an MBA from UC Berkeley (Haas) and a BS in Finance from the University of Colorado . The board determined he is not independent under Nasdaq rules, making him one of two non‑independent directors alongside the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Provention Bio, Inc. | Director | Jan 2017 – May 2020 | Board service at immunology-focused drug developer |
| Cue Biopharma, Inc. | Director | Jan 2016 – Oct 2019 | Board service; immuno‑oncology biologics |
| MDB Capital Holdings, LLC | Chief of Transactions and Director | Since Aug 10, 2021 | Capital formation for early-stage tech; transaction leadership |
External Roles
| Organization | Ticker | Role | Tenure |
|---|---|---|---|
| ENDRA Life Sciences, Inc. | NDRA | Director | Since Jul 2013 (present) |
Board Governance
- Independence: Board affirmed all directors are independent except CEO Colin J. Deller and Anthony DiGiandomenico (not independent) .
- Committee memberships (as of the 2025 proxy):
Audit & Risk: Judith S. Schrecker (Chair), Catharine M. de Lacy, David M. Maley .
Compensation: Judith S. Schrecker (Chair), Catharine M. de Lacy, David M. Maley, Louis J. Basenese .
Nominating & Corporate Governance: Catharine M. de Lacy (Chair), Judith S. Schrecker, David M. Maley .
Anthony is not listed on any committee in the 2025 proxy . - Attendance: In 2024, the board met 13 times; all directors (then serving) attended at least 75% of board and committee meetings. Anthony was appointed in 2025, so no attendance data is disclosed for him yet .
- Lead Independent Director: Judith S. Schrecker; responsibilities include agenda approval and presiding over independent director sessions .
- 2025 director election result (votes):
Anthony DiGiandomenico: For 25,991,315; Withheld 501,876; Broker non‑votes 10,633,033 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 60,000 | Non‑executive directors; reimbursable expenses per policy |
| Lead Independent Director retainer | 15,000 | Additional annual compensation |
| Chairman of the Board retainer (if any) | 20,000 | Additional annual compensation |
| Audit & Risk Committee – Chair | 19,000 | Annual fee |
| Audit & Risk Committee – Member | 7,500 | Annual fee |
| Compensation Committee – Chair | 7,500 | Annual fee |
| Compensation Committee – Member | 3,000 | Annual fee |
| Governance Committee – Chair | 6,500 | Annual fee |
| Governance Committee – Member | 3,000 | Annual fee |
| Payment form in 2024 | RSUs (no cash) | Directors’ annual compensation paid in restricted stock units to align with shareholders |
| Anthony’s 2024 director pay | N/A | He was appointed in 2025; no 2024 director compensation reported |
Performance Compensation
| Performance Metric | Target/Weight | Payout Determination | Observation |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director compensation paid as time‑based RSUs; no director performance metrics disclosed |
Executive incentive metrics (CIP) exist for officers, but ClearSign does not disclose performance‑based criteria for director compensation .
Other Directorships & Interlocks
| Entity | Ticker | Anthony’s Role | Interlock/Notes |
|---|---|---|---|
| ENDRA Life Sciences, Inc. | NDRA | Director (since 2013) | CLIR director Louis J. Basenese also serves on ENDRA’s board (since 2020), creating a board interlock . |
| MDB Capital Holdings, LLC | MDBH (referenced in CLIR proxy via Basenese bio) | Chief of Transactions & Director | Basenese previously served as President & Chief Market Strategist of MDB Capital Holdings, indicating a network overlap . |
Expertise & Qualifications
- 35+ years enabling investment in early-stage disruptive technologies; sector coverage spans biotech, medical devices, high tech and renewable energy .
- MBA, UC Berkeley Haas; BS, Finance, University of Colorado .
Equity Ownership
| Holder | Composition | Amount | % of Class | Notes |
|---|---|---|---|---|
| Anthony DiGiandomenico | Common shares | 544,478 | — | Direct common shares (6) |
| Anthony DiGiandomenico | Warrants (exercisable ≤ July 28, 2025) | 542,478 | — | Counted as beneficial under SEC rules (60‑day window) (6) |
| Anthony DiGiandomenico | Total beneficial ownership | 1,086,956 | 2.0% | Based on 52,422,532 shares outstanding (record date May 29, 2025) |
| All directors & executive officers (8 persons) | Total beneficial | 2,600,589 | 4.96% | Aggregate group ownership |
| Pledging policy | Prohibited | — | — | Insider trading policy forbids pledging or margin accounts for company securities |
Governance Assessment
- Independence risk: Anthony is not independent under Nasdaq rules, which can constrain oversight on audit/compensation matters unless mitigated by committee structures composed of independent directors .
- Standstill and voting commitments: Under the May 22, 2025 DiGiandomenico Cooperation Agreement, he agreed to vote with board recommendations (except Extraordinary Transactions), refrain from solicitations, and cap beneficial ownership at 3.5% during the term; the company agreed to reimburse up to $20,000 of documented expenses (post special committee payments) .
- Interlocks: Shared service with fellow CLIR director Louis Basenese at ENDRA (NDRA), and overlapping MDB Capital affiliations, increase potential information flow and perceived conflicts; monitoring of related‑party transactions is warranted even though none are disclosed regarding Anthony beyond the cooperation agreement .
- Board stability and shareholder sentiment: Say‑on‑pay passed (For 20,433,300; Against 3,851,598; Abstain 2,208,293; broker non‑votes 10,633,033), and Anthony’s election received strong support (25,991,315 For; 501,876 Withheld), indicating investor acceptance amid a contested proxy environment in 2025 .
- Cost of proxy solicitation: Company estimated ~$845k for proxy solicitation efforts in 2025 and had incurred ~$810k by the proxy date, including $750k in special committee legal fees; while not a director‑specific issue, it signals governance friction and heightened oversight costs .
RED FLAGS
- Not independent director status reduces perceived board independence, particularly if later assigned to sensitive committees .
- Binding standstill and pro‑management voting commitments (through the 2026 annual meeting or change of control) may dilute director autonomy and investor confidence in fully independent oversight .
- Network interlocks with another CLIR director (ENDRA, MDB) elevate conflict‑of‑interest scrutiny, despite no related‑party transactions disclosed beyond the cooperation agreement .
Say‑On‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory approval of NEO compensation | 20,433,300 | 3,851,598 | 2,208,293 | 10,633,033 |
Director Election Results (2025)
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Anthony DiGiandomenico | 25,991,315 | 501,876 | 10,633,033 |
Related Party & Agreements
- DiGiandomenico Cooperation Agreement (May 22, 2025): Board size increased; Anthony appointed and nominated; standstill and voting commitments; non‑disparagement; general release; ownership capped at 3.5%; reimbursement up to $20,000 following special committee advisor payments; full text filed as Exhibit 10.2 to the May 27, 2025 8‑K .
- Clarkson Cooperation Agreement executed same day for another stockholder nominee; similar standstill/voting terms; contextual to board refresh, not directly tied to Anthony beyond joint effect on board composition .
Compensation Committee Analysis
- Composition: All independent directors—Schrecker (Chair), de Lacy, Maley, Basenese—mitigating risks from Anthony’s non‑independence .
- Consultant policy: Committee has sole authority to retain/terminate compensation experts and approve fees; no specific consultant named for director pay in the proxy .
- Director pay practice: Since 2023, non‑executive director annual compensation has been paid in RSUs to enhance alignment with shareholders .
Equity Ownership Alignment
- Anthony holds 2.0% beneficially (common + exercisable warrants), providing meaningful skin‑in‑the‑game; insider trading policy prohibits hedging/pledging, supporting alignment safeguards .
- The cooperation agreement’s 3.5% cap on beneficial ownership constrains further alignment through ownership increases during its term .
Notes on Missing Disclosures
- No director‑specific performance metrics, severance, change‑of‑control, clawbacks, tax gross‑ups, or perquisites are disclosed for non‑executive directors (these topics are disclosed for executives) .
- Committee assignments for Anthony are not listed in the 2025 proxy; future filings may update committee roles .
Data Sources
- 2025 DEF 14A (June 13, 2025): Board governance, independence, director bios, director compensation plan, ownership, and cooperation agreements .
- 8‑K Item 5.07 (July 28, 2025): 2025 annual meeting voting results for director elections and say‑on‑pay .