Castel Hibbert
About Castel Hibbert
Castel Hibbert, 66, is an independent director of Impact BioMedical Inc. (IBO) since September 28, 2023, with 39 years of corporate banking experience and current role as EVP and Managing Director at Veritex Community Bank since August 2011 . He holds a B.S. in Employee Relations from Michigan State University (1981) and an MBA from the University of Texas at Austin (1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veritex Community Bank | Executive Vice President & Managing Director | Aug 2011 – Present | Works with upper middle market companies ($75M–$800M revenues) |
| Corporate Banking (various) | Management, underwriting, line responsibilities | 39 years | Deep credit and financial literacy background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed for other reporting companies | — | — | The proxy states none of the directors is a director in any other reporting companies (unless otherwise indicated) . |
Board Governance
- Independence: Board affirmatively determined Hibbert is independent under NYSE American rules; also compliant with audit committee independence standards under Rule 10A-3 .
- Committee Assignments:
- Audit Committee: Member; chair is Christian Zimmerman; all audit members meet NYSE American financial literacy requirements .
- Compensation Committee: Member; chair is Dr. Elise Brownell .
- Nominating & Corporate Governance Committee: Not a member; committee members are Melissa Sims (chair), David Keene, and Dr. Brownell .
- Board leadership: CEO and Chairman roles combined (Frank D. Heuszel), with risk oversight described; audit and nominating committees assist the Board on respective risk areas .
Fixed Compensation
Director compensation (2024):
| Item | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $1,250 | Annual director cash retainer/fees. |
| Stock Awards (ASC 718 fair value) | $925 | Classified as stock option awards computed under ASC 718 . |
| Total | $2,175 | Sum of cash + stock award. |
Mix and structure:
- Cash vs Equity Mix: Cash 57.5% ($1,250 / $2,175), Equity 42.5% ($925 / $2,175), derived from reported values .
- Notes: Disclosure states “The Company has not paid any compensation to any directors during 2024” but provides the above compensation table for 2024; we rely on the table values for quantification .
Performance Compensation
2024 director equity awards context:
| Metric | Hibbert-Specific | Plan/Company-Level |
|---|---|---|
| Grant date | Not disclosed | Not disclosed |
| Number of options/shares | Not disclosed | 880,000 options granted in 2024 to certain officers, directors, consultants . |
| Strike price | Not disclosed | $3.00 per share for 2024 grants . |
| Expiration | Not disclosed | October 31, 2031 for 2024 grants . |
| Vesting schedule | Not disclosed | “Various vesting periods” . |
| Grant-date fair value | $925 (ASC 718) | Aggregate fair value approx. $50,000 for 2024 grants using Black-Scholes . |
| Performance metrics tied to director equity | None disclosed | None disclosed in proxy/10-K for director compensation . |
Equity awards to directors are options; no performance-based (PSU/TSR) metrics are disclosed for director pay. Outstanding equity awards were nil as of FY2023 year-end, but 2024 option grants were adopted under the 2023 Plan with shared parameters (strike/expiry/vesting) .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles Elsewhere | Interlocks/Shared Boards |
|---|---|---|---|
| Castel Hibbert | None disclosed for other reporting companies | Not disclosed | None disclosed. |
Expertise & Qualifications
- Financial and credit expertise from decades in corporate banking; audit committee membership indicates financial literacy .
- Education: B.S. (Michigan State University, 1981), MBA (University of Texas at Austin, 1983) .
- Industry experience with upper middle market companies ($75M–$800M revenues), relevant to audit and compensation oversight .
Equity Ownership
Beneficial ownership as of Feb 14, 2025:
| Holder | Common Shares Beneficially Owned | % of Outstanding | Series A Preferred | Notes |
|---|---|---|---|---|
| Castel Hibbert | 0 (“-”) | <1% | 0 | Ownership table basis: 11,503,955 common shares O/S as of Feb 14, 2025 . |
Company-level ownership context:
- DSS, Inc. (via DSS BioHealth Security, Inc.) beneficially owned 60,496,041 Series A Convertible Preferred (100%) as of Dec 31, 2024; common ownership of significant holders detailed in 10-K .
- Proxy methodology (as of Sept 8, 2025) defines beneficial ownership and share counts used (12,185,412 common O/S; 60,496,041 preferred O/S) .
Insider Trades
| Date | Form | Security | Transaction Details | Notes |
|---|---|---|---|---|
| Not disclosed in provided proxy/10-K materials | — | — | — | Proxy includes Section 16(a) reporting compliance section but no transaction details appear in retrieved chunks . |
Governance Assessment
- Independence and committee effectiveness: Hibbert is independent and serves on the Audit and Compensation Committees, both with written charters and compliance to NYSE American standards; audit members are financially literate, strengthening oversight .
- Ownership alignment: Hibbert held no common shares as of Feb 14, 2025, indicating limited “skin-in-the-game”; option award fair value to directors is modest ($925 for 2024), potentially limiting alignment if awards are small in magnitude .
- Compensation structure: Mix skews slightly toward cash in 2024 (57.5% cash), with equity via options; no disclosed performance metrics or PSU structures tied to director pay, which may reduce direct pay-for-performance linkage for directors .
- Board leadership red flag: Combined CEO/Chair roles (Frank D. Heuszel) concentrate power; while risk oversight is described, best practices often favor separation or strong lead independent director—no lead independent role disclosed in the materials retrieved .
- Attendance/engagement: No attendance rates disclosed in retrieved proxy sections; cannot assess meeting participation rigor .
- Related-party/conflicts: No director legal proceedings disclosed; independence standards articulated; no related-party transactions tied to Hibbert are disclosed in retrieved sections .
RED FLAGS
- Combined CEO and Chairman roles (concentration of control) .
- Low personal equity holding (0 common shares as of Feb 14, 2025) reducing alignment signal .
- No performance-based metrics disclosed for director compensation (options only, no PSU/TSR) .
Positive Signals
- Audit and compensation committee service, independence compliance, and financial literacy support governance quality .
- Extensive banking/credit background enhances oversight capabilities on audit/compensation matters .