Bruno Baillavoine
CEL SCIAbout Bruno Baillavoine
Bruno Baillavoine, age 72, has served as an independent director of CEL-SCI (CVM) since June 2015. He chairs the Compensation Committee and sits on the Audit and Nominating & Governance Committees; the Board affirms his independence under NYSE American standards. His background spans turnaround leadership across consumer, printing, and services, with recent roles in consulting and ESG/graphite mining; education includes U.S. high school and studies at the University of Wisconsin–Eau Claire (1972–1976) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ravenhead Ltd. (United Distillers Group) | Marketing Manager; UK Business Manager | 1978–1982 | Restored market share and profit |
| Prontaprint | Group Corporate Planning & Group Marketing Director | 1982–1986 | Expanded to 500 locations in four years |
| Grand Metropolitan Plc (now Diageo) | Director, Special Operations | 1986–1988 | Developed plans for troubleshooting across 20,000 retail outlets |
| Nutri Systems (UK) Ltd. | Managing Director | 1988–1991 | UK weight-loss subsidiary leadership |
| BET Group plc | Director; Managing Director for manufacturing businesses | 1991–1995 | Contributed to £2.3B turnaround of FTSE 100 company |
| Globomass Holdings Ltd. | Partner; Executive Chairman | 2010–2016 (Exec Chair 2012–2016) | Renewable energy developer; acquired by CleanBay Inc. (he remains a significant shareholder) |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Pericles Group UK (Pericles Consulting Holdings SAS) | Director; Head of Pericles Group UK | Since 2017 | Financial services consulting; >500 institutional clients |
| ESG.AI (Canada) | Director (initially non-executive, now executive) | Since Nov 2022 | ESG software/services; no disclosed transactions with CEL-SCI |
| Gratomic Inc. (TSXV) | Executive Chair | Jul 2023–Oct 2024; now consultant | Graphite mining; no disclosed transactions with CEL-SCI |
| CSL Inc. (“Combat Sport Entertainment”) | Advisor to Board | 2017–2022 | Retains a financial interest; no disclosed related-party transactions with CEL-SCI |
| CleanBay Inc. | Significant shareholder | Since 2016 | Result of Globomass acquisition; no disclosed related-party transactions with CEL-SCI |
Board Governance
- Independence: Classified as independent per NYSE American Section 803; serves on Audit, Compensation, and Nominating & Governance committees; chairs Compensation .
- Board meetings: FY2024 Board met 5 times; all directors attended 4 meetings, and four directors attended the remaining meeting .
- Committee attendance (FY2024): Audit Committee met 5 times; Baillavoine attended 4 of 5 (Watson 5/5, Gobbo 3/5, Young 2/5) .
- Compensation Committee activity: Comprised of Baillavoine (Chair), Watson, Gobbo; formally met once in FY2024 .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Director Fees (Cash) | $55,000 | $55,000 |
| Stock Awards (Fair Value) | $0 | $0 |
| Option Awards (Fair Value) | $78,330 | $87,131 |
| Total Director Compensation | $133,330 | $142,131 |
Notes:
- Committee chair/member fees and meeting fees are not separately disclosed; director compensation appears as fees plus option awards .
Performance Compensation
| Award Detail | FY2023 Grant | FY2024 Grant |
|---|---|---|
| Grant Date | Aug 8, 2023 | Apr 19, 2024 |
| Options Granted | 64,000 | 64,000 |
| Exercise Price | $1.36 | $1.50 |
| Expiration | Aug 7, 2033 | Apr 18, 2034 |
| Vesting | Company policy: pro rata at end of each of the following three years (general LTIs policy) | Company policy: pro rata at end of each of the following three years (general LTIs policy) |
Performance metrics tied to director compensation:
- None disclosed; director equity grants vest time-based, with no TSR/EBITDA or operating metric conditions stated for directors. Executive-only performance options were granted in 2022 (Multikine approval trigger), not to directors .
Other Directorships & Interlocks
| Company | Is Public? | Role | Potential Conflict with CVM |
|---|---|---|---|
| Gratomic Inc. | Yes (TSXV) | Former Executive Chair; now consultant | No disclosed dealings with CEL-SCI |
| ESG.AI | Not specified | Executive Director | No disclosed dealings with CEL-SCI |
| CSL/Combat Sport Entertainment | Private | Former Advisor; retains financial interest | No disclosed related-party transactions |
| CleanBay Inc. | Private | Significant shareholder | No disclosed related-party transactions |
The proxy reports no compensation committee interlocks or insider participation issues in FY2024 .
Expertise & Qualifications
- Board rationale: “Long standing relationship… diverse perspective and strong decision-making abilities” .
- Track record: Significant turnaround and growth roles across multiple sectors; broad operating and strategic experience .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (incl. exercisable within 60 days) | 422,141 shares; <1% of outstanding |
| Options/Warrants Exercisable by July 15, 2025 | 416,168 |
| Shares Outstanding (Record Date) | 84,124,041 (as of Mar 25, 2025) |
Notes:
- Beneficial ownership figures include securities exercisable within the stated window; breakdown of direct vs. derivative holdings is not fully detailed in director-specific tables .
- No disclosure found of director stock ownership guidelines or hedging/pledging policies in the reviewed proxies .
Insider Trades (Form 4 references)
| Date | Action | Shares | Price | Source |
|---|---|---|---|---|
| Nov 18, 2020 | Purchase | 800 | $11.77 | |
| Jul 6, 2021 | Purchase | 1,250 | $8.00 |
Additional aggregation sources indicate Baillavoine’s director Form 4 history for CVM (CIK: 0001646989) and ownership snapshots; recent insider activity at CEL-SCI shows net insider buying over trailing periods (not specific to Baillavoine) .
Governance Assessment
- Committee roles and independence: Strong independence footprint with chair role on Compensation and membership on all key committees; independence affirmed under NYSE American standards .
- Engagement and attendance: Audit Committee attendance 4/5 in FY2024; Compensation Committee met just once, which may indicate limited formal oversight cadence for pay decisions (flag for small-cap governance) .
- Pay structure and alignment: Director pay is modest cash retainer plus time-vested options; absence of performance-conditioned director awards limits direct pay-for-performance alignment, but equity exposure supports shareholder alignment in principle .
- Ownership “skin in the game”: Beneficial ownership <1% with substantial derivative holdings exercisable within 60 days; lack of disclosed ownership guidelines and hedging/pledging policy is a governance gap for alignment assurance .
- Conflicts/related party: Multiple external business interests (ESG.AI, Gratomic, CSL, CleanBay) with no disclosed related-party transactions with CEL-SCI; compensation committee interlocks explicitly denied for FY2024 .
RED FLAGS
- Low Compensation Committee meeting frequency (one formal meeting in FY2024) may weaken pay oversight .
- No disclosed director stock ownership guidelines, hedging or pledging policies; absence reduces enforceable alignment standards .
- Board-wide attendance disclosure is aggregated; individual board meeting attendance is not detailed by director (limits assessment granularity) .
Potential Investor Signals
- Continued equity grants to directors with long-dated expirations and three-year vesting provide alignment but lack performance gates for governance-quality signaling .
- Proxy seeks approval for new equity plans and reverse split authorization, indicating a capital markets posture to support listing compliance and compensation flexibility; oversight quality depends on committee rigor under Baillavoine’s chair role .