Christian Zimmerman
About Christian Zimmerman
Christian Zimmerman, 47, serves as an independent director and Audit Committee Chair at Impact BioMedical Inc. (IBO). He is Executive Vice President—Chief Financial Officer of Keystone Bank, SSB (since April 2019), and a certified public accountant with BBA and MPA degrees from the University of Texas at Austin; prior roles include SVP–Controller at Community Bank of Texas (2015–2019) with IPO financial reporting experience . He was appointed to IBO’s Board on September 28, 2023 and is affirmed independent under NYSE American rules and SEC Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Bank, SSB | EVP – Chief Financial Officer | Apr 2019–present | Responsible for monthly/quarterly/year‑end financial reports; oversight of regulatory reporting |
| Community Bank of Texas, N.A. | SVP – Controller | Dec 2015–Apr 2019 | Led regulatory reporting for bank and holding company; prepared internal financial reports; worked on holding company IPO financial statements/analysis |
External Roles
| Organization/Board | Role | Status | Notes |
|---|---|---|---|
| Keystone Bank, SSB | EVP – CFO | Current | Banking/finance leadership |
| Other U.S. reporting company boards | — | None disclosed | Proxy states (except as indicated) none of IBO directors serve on other reporting company boards |
Board Governance
- Committee assignments: Audit Committee member and Chair; committee members are Castel Hibbert and David Keene, all independent and financially literate per NYSE American and Rule 10A‑3 .
- Compensation Committee: Members are Elise Brownell (Chair), Melissa Sims, Castel Hibbert .
- Nominating & Corporate Governance Committee: Members are Melissa Sims (Chair), David Keene, Elise Brownell .
- Engagement: Audit Committee report signed by Mr. Zimmerman as Chair, confirming oversight of 2024 financials, auditor independence, and internal controls .
- Independence: Board affirmatively determined audit committee members (including Mr. Zimmerman) meet independence requirements .
- Board leadership: CEO and Chairman roles combined (Frank D. Heuszel) .
- Attendance rate: Not disclosed in the proxy.
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (fair value) | Total |
|---|---|---|---|
| 2024 | $1,250 | $925 (option award fair value under ASC 718) | $2,175 |
Note: The proxy states “The Company has not paid any compensation to any directors during 2024,” but presents modest fees and option award values for current directors, including Mr. Zimmerman .
Performance Compensation
| Element | Detail | Terms |
|---|---|---|
| Option awards (directors) | Stock option grant to directors with grant‑date fair value $925 for Mr. Zimmerman (ASC 718) | Part of the 2023 Equity Incentive Plan; company awarded 880,000 options in 2024 to certain officers, directors, and consultants at $3.00 strike, expiring Oct 31, 2031; various vesting schedules |
| Performance metrics (director pay) | Not disclosed | No TSR/financial metric ties disclosed for director compensation |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy indicates (except as noted) directors are not serving on other reporting company boards; no interlocks identified for Mr. Zimmerman |
Expertise & Qualifications
- CPA; financial reporting and regulatory expertise; IPO financial statement preparation experience .
- Audit committee financial literacy affirmed by Board; independent under NYSE American and Rule 10A‑3 .
- Degrees: BBA and Master’s in Professional Accounting, University of Texas at Austin .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christian Zimmerman | — (not listed; below reporting threshold) | <1% | As of Sept 8, 2025; options exist broadly under 2023 Plan but individual share counts for Mr. Zimmerman not disclosed |
| DSS, Inc. (via DSS BioHealth Security, Inc.) – Preferred | 60,496,041 Series A Preferred (100% of preferred) | Controls preferred class (100%) | Proxy elsewhere notes DSS BioHealth owns ~83.35% of voting power via preferred |
Pledging/hedging, ownership guidelines, vested vs. unvested breakdown: Not disclosed .
Governance Assessment
-
Positives:
- Independent Audit Chair with CPA credentials and banking CFO experience; financial literacy and independence affirmed .
- Active engagement evidenced by Audit Committee report sign‑off on 2024 financials, auditor independence, and controls .
- No related‑party transactions involving Mr. Zimmerman disclosed; Section 16(a) compliance reported as timely for directors .
-
Concerns/RED FLAGS:
- Controlling shareholder: DSS holds 100% of preferred stock and, per proxy, approximately 83.35% of voting power, which can reduce minority shareholder influence over board elections and governance .
- Board leadership concentration: CEO also serves as Chairman, which can weaken independent oversight absent a strong lead independent director (not disclosed) .
- Related‑party exposure at company level: Material financing and cost allocations with DSS, including a large related‑party note (adjusted terms and substantial balances), increasing potential conflicts overall (though not tied to Mr. Zimmerman) .
- Director ownership alignment appears modest: Mr. Zimmerman reports less than 1% beneficial ownership; individual option share counts not disclosed .
- Attendance rates and director‑level engagement metrics (meeting attendance, executive sessions) not disclosed, limiting evaluation of effectiveness .
Overall, Mr. Zimmerman’s finance/audit background and independence support audit oversight quality, but the company’s capital structure and related‑party ties to DSS warrant continued monitoring for governance efficacy and minority shareholder protections .