Elise Brownell
About Elise Brownell
Dr. Elise Brownell, age 72, is an independent director with over 20 years of biotechnology and pharmaceutical project management experience, known for advancing programs through clinical development; she has served on Impact BioMedical’s board since January 5, 2021 and holds M.S., M.Phil., and Ph.D. degrees in biology from Yale University and a B.S. from Allegheny College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aerovance, Inc. (spinout from Bayer Healthcare) | Founding member; Head of Project Management; Senior Director | Not disclosed | Created and managed team processes to bring candidates into Phase 1/2 clinical development |
| Bayer Biotechnology Unit | Head of Project Management | Not disclosed | Integrated project strategies to meet therapeutic and market needs; built and negotiated partnerships; led research teams through bench-to-clinic phases |
| Angel’s Forum | Entrepreneurial investment experience | Not disclosed | Investor/advisor experience in early-stage life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASTIA | Life Sciences entrepreneurial advisor | Current | Women-led entrepreneurship focus |
| Contract Pharma Magazine | Editorial Advisory Board member | Current | Industry publication governance/insight role |
| Women in Consulting | Leaders Network program – former Chair | Prior | Professional network leadership |
| ZephyrBiotech, LLC | Co-founder | Current | Project management firm for therapeutic development |
Board Governance
- Board service: Director since January 5, 2021; all directors elected annually .
- Committee assignments:
- Compensation Committee: Chair; members include Dr. Brownell, Melissa Sims, Castel Hibbert; charter adopted .
- Nominating & Corporate Governance Committee: Member; chaired by Melissa Sims; charter adopted .
- Independence: The proxy explicitly affirms independence for Audit Committee members; independence status for Compensation/Nominating members (including Dr. Brownell) is not explicitly stated in the document .
- Attendance: Not disclosed in the DEF 14A.
- Leadership structure: CEO and Board Chair roles combined (Frank D. Heuszel), with risk oversight allocated across Audit and Nominating committees; potential oversight risk due to combined roles .
- Other public company directorships: The proxy states none of the directors, except as indicated, serve on other reporting companies; Dr. Brownell’s biography lists no current public company boards .
Fixed Compensation
| Component | FY 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $1,250 |
Notes:
- No meeting fees, committee membership fees, or chair fees are disclosed for FY 2024; table shows only cash fees and equity fair value .
Performance Compensation
| Component | FY 2024 Amount (USD) | Instrument | Key Terms |
|---|---|---|---|
| Equity award (fair value) | $925 | Labeled “Stock Awards”; footnote references option award valuation under ASC 718 | Company-wide 2023 Equity Incentive Plan granted 880,000 options at $3.00 strike with various vesting schedules, expiring October 31, 2031; grants included certain officers, directors, and consultants (individual director breakdown not disclosed) |
Performance metric framework:
- No specific performance metrics (e.g., TSR, revenue growth, EBITDA) tied to director compensation are disclosed for FY 2024 .
Other Directorships & Interlocks
| Person | Current Public Boards | Committee Roles | Notes |
|---|---|---|---|
| Elise Brownell | None disclosed | N/A | The proxy indicates directors generally have no other reporting company directorships unless specified; Brownell’s biography does not include public boards |
Expertise & Qualifications
- Advanced biology training (Yale: M.S., M.Phil., Ph.D.; Allegheny B.S.) supporting scientific oversight of biopharma programs .
- Deep project/portfolio management across biotech development, partnerships, and clinical advancement (Bayer, Aerovance; ZephyrBiotech) .
- Advisory/editorial roles (ASTIA; Contract Pharma) indicate sector engagement and information flow .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding Common | Notes |
|---|---|---|---|
| Elise Brownell | - | <1% | The beneficial ownership table reports a dash for shares and “less than 1%” footnote |
Company control context:
- DSS BioHealth Securities, Inc., a wholly owned subsidiary of DSS, Inc., owns approximately 83.35% of the voting power via Series A Convertible Preferred Stock, indicating a controlling shareholder structure .
- Related-party flows include pass-through costs from DSS and a large revolving note to DSS with amended terms (WSJ Prime + 0.50%, fixed monthly payments, equity-in-lieu provisions); these structural ties elevate governance scrutiny for all directors .
Governance Assessment
Key findings:
- Committee leadership: Dr. Brownell chairs the Compensation Committee and sits on Nominating & Governance, aligning her with pay design and board effectiveness oversight .
- Ownership alignment: Reported beneficial ownership is less than 1% with no disclosed pledged shares; modest equity participation (2024 fair value $925) suggests limited “skin-in-the-game” alignment, though annual equity grants under the 2023 plan provide some exposure .
- Independence and oversight: Audit Committee independence is affirmed, but Compensation/Nominating independence is not explicitly stated; combined CEO/Chair structure heightens reliance on robust independent committee leadership and executive session practices (not disclosed) .
- Compensation design: Director pay is minimal (cash $1,250; equity FV $925) with no disclosed performance metrics or chair-specific fees; low pay reduces misalignment risk but offers limited incentive linkage to shareholder outcomes .
Potential conflicts and red flags:
- Controlling shareholder: DSS’s 83%+ voting control and extensive related-party arrangements (allocated costs, revolving note amendments, equity-in-lieu repayment) are structural governance red flags that can constrain board independence and minority shareholder influence .
- Combined CEO/Chair: Concentrated leadership may weaken independent oversight if not counterbalanced by strong committee function and executive sessions (frequency not disclosed) .
- Disclosure gaps: No director attendance data, ownership guidelines, or detailed equity grant breakdowns by director are disclosed; absence of these details limits evaluation of board effectiveness and alignment .
Signals affecting investor confidence:
- Positive: Seasoned life sciences project management credentials; leadership on Compensation Committee and role on Nominating & Governance signal governance engagement .
- Negative: Low disclosed personal stock ownership and limited performance linkage in director compensation amid a controlling shareholder and related-party dependencies raise alignment and independence concerns .
Appendix: Supporting Disclosures
- Director slate and tenure: Brownell listed as director nominee, first appointed January 5, 2021; age 72 .
- Biographical credentials: Advanced degrees; biotech project management track record; advisory roles .
- Committee composition: Compensation (Chair Brownell; members Sims, Hibbert); Nominating & Governance (Chair Sims; members Keene, Brownell); Audit (Chair Zimmerman; members Hibbert, Keene; independence affirmed) .
- Director compensation (FY 2024): Cash $1,250; equity fair value $925; total $2,175 .
- Equity plan (2023): 880,000 options at $3.00; various vesting; expire October 31, 2031; fair value approx. $50,000; stock-based comp expense approx. $19,000 in 2024 .
- Beneficial ownership: Brownell <1% of common; DSS indirectly owns 100% of Series A preferred (60,496,041 shares) .
- Related-party transactions: DSS pass-through costs, revolving note terms and balances; GRDG agreement ended Sept 2023; expenses noted .
- Say-on-pay advisory vote: On agenda; non-binding; Board recommends FOR .