Anthony DiGiandomenico
About Anthony DiGiandomenico
Anthony DiGiandomenico (age 58) serves as a director of eXoZymes Inc. and has been on the board since inception in April 2019. He is not independent under Nasdaq rules and currently holds significant beneficial ownership via MDB Capital Holdings, LLC; educational background includes an MBA from UC Berkeley’s Haas School and a BS in Finance from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eXoZymes Inc. | Director | Since April 2019 | Not listed as a member of Audit, Compensation, or Nominating Committees |
| MDB Capital Holdings, LLC | Chief of Transactions; Director | Since Aug 10, 2021 | Controls voting/dispositive authority over large EXOZ stake through MDB; potential related-party influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ENDRA Life Sciences Inc. (Nasdaq: NDRA) | Director | Jul 2013 – Present | Public company board exposure |
| Provention Bio, Inc. | Director | Jan 2017 – May 2020 | Prior public company directorship |
| Cue Biopharma, Inc. | Director | Jan 2016 – Oct 2019 | Prior public company directorship |
Board Governance
- Independence status: Not independent (Board determined that Christopher Marlett, Anthony DiGiandomenico, and Edgardo Rayo are not independent; others are independent; majority independent overall) .
- Committees: Not listed on Audit, Compensation, or Nominating Committees; those committees are comprised of independent directors (Lon Bell, James Bowie, James Lalonde). Audit Committee chair: Lon Bell; he is designated the financial expert .
- Attendance: In FY2024, the Board met four times and each incumbent director attended at least 75% of Board and applicable committee meetings .
- Board leadership: Chair is Christopher Marlett; CEO role separated from Chair .
Fixed Compensation
Director compensation policy indicates no defined compensation plan for directors; independent director compensation is set at appointment and reimburses reasonable expenses. The disclosed director compensation table shows no fees or awards for Mr. DiGiandomenico in 2023–2024 .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Fee ($) | — | — |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Nonequity Incentive ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | — | — |
Note: Company states it may adopt cash and stock-based director arrangements in the future; currently reimburses reasonable expenses for independent directors .
Performance Compensation
No director-specific performance compensation or metrics are disclosed for Mr. DiGiandomenico. The shareholder-approved equity plans (2020 and proposed 2025 Plan) allow performance-based awards using objective financial metrics (e.g., EPS, revenue/margins, EBITDA, TSR) with up to 5-year performance periods; however, no director awards tied to these metrics are reported for 2023–2024 .
| Potential Performance Metrics (Plan-Level) | Definition/Examples |
|---|---|
| EPS, revenue/margins, EBITDA | Plan permits goals based on earnings per share, revenues/margins, and EBITDA, among others |
| TSR (stockholder return) | Total stockholder return relative or absolute |
| ROIC/ROE/ROA | Return on investment/capital/equity measures |
| Cash flow, operating margin | Operating metrics allowed as goals |
| Strategic milestones | M&A, market entry, project completion |
| Award caps and vesting | Performance shares subject to certification; participant cap at 100,000 shares per fiscal year; change-in-control acceleration discretionary |
Other Directorships & Interlocks
- Significant interlock: MDB Capital Holdings, LLC is EXOZ’s former parent and controlling shareholder (48.25%). Messrs. Marlett and DiGiandomenico are majority shareholders and directors of MDB; EXOZ settled MDB loans ($4.243M) post-IPO. Related-party policies require Audit Committee review; MDB payable remained $178,966 at 12/31/2024 .
- Additional linkage: Director Edgardo Rayo is an employee of an MDB affiliate (MDB Capital, S.A.) .
Expertise & Qualifications
- Finance and transactions executive; co-founded MDB Capital Group in 1997; extensive experience enabling investment in early-stage disruptive technologies across biotech, medical devices, high technology, and renewable energy .
- Education: MBA (UC Berkeley Haas), BS Finance (University of Colorado) .
- Public board experience: NDRA; prior roles at Provention Bio and Cue Biopharma .
Equity Ownership
| Ownership Type | Shares | Percent of Class | Notes |
|---|---|---|---|
| Beneficial ownership (aggregate) | 4,158,933 | 48.28% | Includes MDB-held shares over which he has voting/dispositive authority and currently exercisable options |
| MDB Capital Holdings, LLC stake (indirect) | 4,136,426 | 48.14% | 3,931,133 common + 205,293 warrant shares; Messrs. Marlett and DiGiandomenico have authority |
| Options currently exercisable | 22,507 | — | Listed as currently exercisable; future-vesting amounts not disclosed in proxy for directors |
As of June 9, 2025; total common shares outstanding: 8,367,810 .
Governance Assessment
-
Strengths:
- Committees staffed exclusively by independent directors; Audit Committee chaired by a financial expert (Lon Bell) .
- Formal Code of Business Conduct, insider trading compliance policy (blackout periods, pre-clearance/10b5‑1), and clawback policy adopted; Section 16 reporting compliance noted for FY2024 .
- Attendance threshold met (≥75%) for all incumbents in FY2024, indicating baseline engagement .
-
Risks and RED FLAGS:
- Not independent; combined with very large beneficial stake through MDB (48%+) creates potential influence over governance and related-party exposure .
- Former parent/controlling shareholder (MDB) had sizable loans to EXOZ; repayment from IPO proceeds and remaining payable highlight ongoing financial ties (monitor Audit Committee oversight rigor) .
- Multiple board/affiliate interlocks with MDB (including another director employed by an MDB affiliate) increase perceived conflicts and information-flow risks .
- Director compensation disclosure shows no fee/equity compensation for Mr. DiGiandomenico, which may reflect reliance on ownership interests rather than independent director pay structures (potential misalignment with typical governance norms for independent directors) .
-
Implications for investors:
- Board effectiveness hinges on independent committees maintaining robust oversight of related-party transactions and capital allocation; majority-independent composition is positive, but concentrated control necessitates heightened scrutiny of Audit Committee processes and disclosure fidelity .
- Equity alignment is strong via ownership, but independence and interlocks may dampen investor confidence if not counterbalanced by transparent policies and third-party validations (e.g., routine ratification of auditors, detailed committee reports) .