Mark Emalfarb
About Mark Emalfarb
Founder of Dyadic International and its predecessor (founded 1979), Mark A. Emalfarb serves as President, Chief Executive Officer, and Director; age 70; B.A. (University of Iowa, 1977). He has served as Director from Oct 2004–Apr 2007 and since Jun 2008; Chairman from Jun 2008–Jan 2015; he is currently a member of the Science & Technology Committee . Under his leadership, Dyadic has pivoted from industrial enzymes to the C1/Dapibus microbial protein production platforms with multiple collaborations and a first-in-human C1-produced vaccine antigen demonstration of safety (2024 Phase 1) .
Board governance and dual-role implications:
- Emalfarb is CEO and a director, but the Chair role is independent (separated); Patrick Lucy became Chair Mar 28, 2024, which mitigates CEO/Chair concentration risk .
- Committee independence (Audit, Compensation) affirmed; Emalfarb serves only on Science & Technology Committee -.
Company performance context (revenue and TSR):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue (USD) | $2,930,303 | $2,898,806 | $3,495,389 |
| TSR index (base $100 at 12/31/2020) | $22.86 | $29.93 | $39.77 |
| Net Loss (USD) | $9.7M | $6.8M | $5.8M |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dyadic International / predecessor | Founder; President & CEO; Director | 1979–present (CEO for substantially all periods); Director 2004–2007; 2008–present; Chairman 2008–2015 | Led evolution from industrial enzymes to C1/Dapibus platforms; architected research, manufacturing and commercial partnerships |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Not disclosed in Company filings | — | — |
Fixed Compensation
Multi-year CEO compensation summary (reported):
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $568,932 | $586,000 |
| All Other Compensation ($) | $26,091 (car allowance $12,891; 401(k) $13,200) | $26,691 (car allowance $12,891; 401(k) $13,800) |
| Total Reported Compensation ($) | $1,033,297 | $1,039,797 |
Notes:
- Base salary increased to $591,689 in Jan 2024 and to $612,398 in Jan 2025 per employment agreement adjustments .
Performance Compensation
Summary of variable pay and equity:
| Item | 2023 | 2024 | Metric/Terms |
|---|---|---|---|
| Annual Bonus – Total ($) | $268,398 | $228,984 | Discretionary; paid as cash + RSUs |
| Bonus – Cash ($) | $80,219 | $101,771 | Discretionary |
| Bonus – RSUs ($) | $199,126 (124,454 RSUs) | $127,213 (73,111 RSUs) | RSUs granted 3/13/2024 (vested in full on grant); RSUs for 2024 bonus were granted 1/2/2025 and vested in full on grant |
| Option Awards – Grant-date FV ($) | $169,876 | $198,122 | Options vest annually in equal installments over 4 years |
Outstanding options held by Emalfarb (as of 12/31/2024):
| Grant Tranche | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 1 | — | 300,000 | $5.27 | 1/2/2030 | Annual, equal installments over 4 years |
| 2 | 150,000 | 50,000 | $5.16 | 1/4/2031 | Annual, equal installments over 4 years |
| 3 | 100,000 | 100,000 | $4.81 | 1/2/2032 | Annual, equal installments over 4 years |
| 4 | 50,000 | 150,000 | $1.38 | 1/2/2033 | Annual, equal installments over 4 years |
| 5 | — | 200,000 | $1.59 | 1/2/2034 | Annual, equal installments over 4 years |
Performance-conditioned equity in employment agreement:
- “Licensing/Collaboration Transaction Stock Options” up to 600,000 shares awarded proportionally upon each of three qualifying licensing/collaboration transactions (≥$5M non-refundable cash cumulative or sale of vaccine/biologics businesses); first two options grant/vest on deal date; third option granted on second option grant date and vests upon third transaction; specific exercise price mechanics defined (first two at 6/3/2016 trading price; third at second grant date); unvested or not-yet-awarded options vest/award if milestones achieved within one year post-termination or upon change of control .
Equity Ownership & Alignment
| As-of Date | Shares Held | Options (exercisable within 60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| 4/17/2024 | 4,656,947 (via MAE Trust) | 600,000 | 5,256,947 | 17.6% |
| 4/24/2025 | 4,730,058 (incl. 4,656,947 via MAE Trust) | 800,000 | 5,530,058 | 17.9% |
Additional ownership context:
- MAE Trust: Emalfarb sole trustee/beneficiary; sole voting/dispositive power over those shares .
- Francisco Trust (beneficiaries are Emalfarb’s spouse/descendants) separately reported 11.3% (3,410,664 shares); Emalfarb disclaims beneficial ownership of these shares .
- No explicit disclosure of share pledging found in Security Ownership/Corporate Governance sections; Insider Trading Policy covers all company securities and derivative transactions, but the company has not adopted a specific hedging policy (transactions subject to prior approval) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date/Term | Employment agreement dated June 21, 2016; initial 3-year term; auto-renews in 2-year increments unless non-renewal notice |
| Position | President & CEO; Company to cause election to Board |
| Base Salary | $591,689 in Jan 2024; $612,398 in Jan 2025 (prior increases from $375,000 starting level) |
| Bonus | Annual bonus at Compensation Committee’s discretion (timing/amount) |
| Performance Options | Up to 600,000 “Licensing/Collaboration Transaction Stock Options” tied to qualifying deals; first two vest/grant at deal dates; third vests at third transaction; exercise prices per agreement; acceleration if milestones achieved within one year post-termination or upon change of control |
| Severance | Eligible for severance “comparable to other executives” (not quantified) |
| Change of Control | Compensation Committee may award an additional discretionary bonus on or before a change of control |
Related Party Transactions (alignment and conflicts check)
Convertible Notes (8% Senior Secured Convertible Notes due 3/8/2027; initial conversion price $1.79/share, adjusted to $1.40 by 10/4/2024):
- As of Apr 24, 2025: $6.0M issued; $127,496 interest paid; principal outstanding $5.09M. Francisco Trust (trustee is Emalfarb’s nephew) held $1.0M outstanding; Emalfarb’s brother and an irrevocable trust converted $910,000 to equity; Emalfarb relatives co-trust the Descendent Trust with $90,000 outstanding . Company reports covenant compliance .
Board Governance (service history, committees, independence)
- Service history: Director 2004–2007; since 2008; previously Chairman (2008–2015); up for re-election as Class III director in 2025 for term expiring 2028 .
- Committee roles: Member, Science & Technology Committee; not on Audit/Compensation/Nominating .
- Independence: Emalfarb is not an independent director; Board deems Audit and Compensation Committees fully independent; Mr. Kaye is “audit committee financial expert” -.
- Structure: Classified Board (moving to four members in 2025); independent Chair (roles separated) .
- Attendance: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings .
Compensation Structure Analysis (pay-for-performance and risk signals)
- Cash vs equity mix: Mix includes discretionary cash and RSUs that vest immediately on grant for bonus components (e.g., RSUs awarded 3/13/2024 and 1/2/2025 vested in full on grant), which increases near-term liquidity for the executive and could add modest selling pressure around grant dates .
- Options largely time-vested (annual equal installments), not explicitly tied to financial/TSR metrics; performance-conditioned options exist but vest on transaction events rather than sustained performance targets .
- No PSUs or explicit objective performance scorecards disclosed for the CEO; annual bonus is discretionary rather than formulaic on revenue/EBITDA/TSR .
- Use of compensation consultants: none engaged in 2024, indicating internal committee judgment dominated pay decisions .
- Say-on-pay and shareholder feedback: 2025 proxy seeks annual say-on-pay; historical vote percentages not disclosed in the excerpts provided - .
- Hedging/pledging: Company has not adopted a specific hedging policy; insider trading policy governs transactions and derivatives—monitor for alignment risk though no pledging disclosed .
Performance & Track Record (selected items)
- Company achieved Phase 1 safety for DYAI-100 (C1-produced RBD vaccine antigen) in 2024; pivoted to variant-focused strategies with partner Rubic One Health .
- External funding/collaborations secured: CEPI award via Fondazione Biotecnopolo di Siena (2025); Gates Foundation ~$3.0M grant for C1-based mAbs (2024) .
- Revenues rose to ~$3.50M in 2024 (from ~$2.90M in 2023), while net losses narrowed (context for pay-versus-performance) .
- TSR improved cumulatively from $22.86 (2022) to $39.77 (2024) on a $100 base at 12/31/2020, though still below par, underscoring early-stage risk/volatility .
Director Compensation (for reference)
- Emalfarb receives no incremental compensation for board service in addition to CEO pay .
Investment Implications
- Alignment: High insider ownership (17.9% direct/option-equivalent; 29.5% combined directors/officers) aligns incentives but concentrates control; affiliated trusts hold additional stakes (Francisco Trust 11.3%), which may influence governance outcomes -.
- Incentive design: Heavy reliance on discretionary bonuses and time-vested options (vs. rigorous, metric-based PSUs) weakens pay-for-performance tightness; performance options hinge on deal events rather than sustained operating metrics, potentially encouraging transaction-focused behavior .
- Liquidity/selling pressure: Immediate-vesting RSU bonuses (2024 and 2025 grant timing) present near-term liquidity to the CEO, a modest selling-pressure watch item around grant dates .
- Related-party financing: Insider-affiliated participation in convertible notes signals internal support and access to capital but introduces related-party optics; monitor conversion/ownership changes and covenant disclosures .
- Governance mitigants: Independent Chair and independent Audit/Compensation Committees provide oversight; meeting attendance and committee structure appear robust for a micro-cap; nevertheless, concentrated founder influence persists -.
Citations: All bracketed references follow [document_id:chunk_idx] from Company filings.