Frank D. Heuszel
About Frank D. Heuszel
Frank D. Heuszel, age 69, is Chief Executive Officer and Executive Chairman of Impact BioMedical Inc. (IBO) and has served as a director since August 2020; he was President from August 2020 to August 2023 and has been CEO since April 2023. He previously served as CEO of DSS, Inc. from April 11, 2019 until resigning on September 15, 2025 to focus on IBO’s IPO; he also served as DSS’s Interim CFO from April 2019 to October 2020. He holds a BBA from The University of Texas at Austin and a J.D. from South Texas College of Law; he is a retired CPA and Certified Internal Auditor. IBO reported no revenue in FY 2024 and began retail revenue in 2025 ($25,000 for nine months ended Sept. 30, 2025), indicating early commercialization under his tenure while operating losses persisted; TSR metrics were not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Impact BioMedical Inc. | Director | Aug 2020–present | Board oversight through IPO; dual role as Executive Chairman |
| Impact BioMedical Inc. | President | Aug 2020–Aug 2023 | Led pre-IPO operations and strategy |
| Impact BioMedical Inc. | Chief Executive Officer | Apr 2023–present | Led IPO launch; initiated retail revenue line post-IPO |
| DSS, Inc. | Chief Executive Officer | Apr 11, 2019–Sep 15, 2025 | Stepped down to fully manage IBO and its IPO launch |
| DSS, Inc. | Interim Chief Financial Officer | Apr 2019–Oct 2020 | Finance leadership during restructuring and operational transition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commercial Banking (various) | Senior Executive roles | ~35 years | General Counsel, Special Assets, Credit Officer, CFO, Auditor—turnaround and regulatory expertise |
| Law Practice | Attorney | Prior to DSS tenure | Corporate restructures, M&A, litigation; governance and legal acumen |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Contract Year 1 (Oct 3, 2024–Oct 3, 2025) | Contract Year 2 (Oct 3, 2025–Oct 3, 2026) | Contract Year 3 (Oct 3, 2026–Oct 3, 2027) |
|---|---|---|---|---|---|
| Base Salary ($) | $0 | $43,706 | $200,000 | $250,000 | $250,000 |
| Mandatory Cash Bonus ($) | $0 | $0 | $150,000 (must be employed through anniversary date to earn) | $100,000 | $100,000 |
Notes:
- Discretionary bonuses may be authorized by the Board at its sole discretion.
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting / Conditions |
|---|---|---|---|---|---|---|
| Mandatory Annual Bonus | Time-based service (employment through anniversary) | N/A | $150,000 Year 1; $100,000 Years 2–3 | Not disclosed | Cash per contract | Must remain continuously employed through each bonus anniversary date |
| Discretionary Bonus | Board discretion | N/A | Not specified | Not disclosed | Cash or stock | At Board’s sole discretion |
| Stock Options | Equity alignment | N/A | 300,000 options @ $3.00 strike | Not disclosed | Equity | Granted under 2023 Plan; plan options expire Oct 31, 2031; vesting schedules vary by grant |
Compensation risk assessment: The Board concluded the compensation program does not encourage excessive or inappropriate risk-taking.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 95,475 shares; less than 1% of common outstanding (12,185,412 shares as of Sept 8, 2025) |
| Series A Convertible Preferred | 100% held by DSS, Inc. (60,496,041 shares); none disclosed for Heuszel |
| Options held | Contract provides grant of 300,000 options at $3.00; individual vesting not disclosed |
| Vested vs. unvested | Not disclosed |
| Pledging / Hedging | No pledging/hedging policy or pledges disclosed; Section 16 filings noted timely compliance |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Executive Employment Agreement dated Oct 3, 2024 |
| Term length | Oct 3, 2024 to Oct 3, 2027 |
| Base salary & bonuses | See Fixed Compensation; mandatory bonuses with service condition; discretionary bonuses at Board’s sole discretion |
| Equity | Option grant: 300,000 shares at $3.00 under 2023 Equity Incentive Plan |
| Severance | Not disclosed |
| Change-of-control | Not disclosed |
| Clawback | Not disclosed; Code of Ethics adopted Sept 28, 2023 |
| Non-compete / Non-solicit | Not disclosed |
Board Governance
- Roles: CEO and Executive Chairman; dual role concentrates oversight and may raise independence concerns; Board asserts risk oversight via committees.
- Committees:
- Audit Committee: Zimmerman (Chair), Hibbert, Keene; all independent under NYSE American and Rule 10A-3; financial literacy affirmed.
- Compensation Committee: Brownell (Chair), Sims, Hibbert.
- Nominating & Corporate Governance: Sims (Chair), Keene, Brownell.
- Communication: Chair receives direct communications addressed to the Board.
- Director compensation (2024): Cash fees and option grant values for non-employee directors (e.g., Brownell: $1,250 cash, $925 option value).
Director & Executive Compensation Outcomes
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (Say‑on‑Pay) – Nov 5, 2025 | 61,512,770 | 107,684 | 4,795 | 2,702,761 |
Say‑on‑pay passed with strong support, reflecting shareholder approval of current pay practices.
Performance & Track Record
| Metric | FY 2024 | 9M 2025 |
|---|---|---|
| Total Revenue ($) | $0 | $25,000 |
| Net income (loss) ($) | $(17,105,000) for nine months ended Sept 30, 2025 (Q3 table) | $(17,105,000) nine months; Quarterly swing due to note fair value change (Q3 net income $4,241,000; basic EPS $0.37) |
Highlights:
- Pivot to retail revenue (Celios air purification) in 2025 post-IPO; early scale is low.
- Large non-operating volatility from related-party note fair value changes affecting reported earnings.
Related Party Transactions & Control
- DSS pass-through costs: ~$31,000/month (Jan–Sep 2024), ~$26,000/month (from Oct 2024); $357,000 incurred in 2024.
- Revolving note payable to DSS: amended Sept 16, 2024; outstanding balance $8,878,000 (inclusive of interest) at Dec 31, 2024; interest at WSJ Prime + 0.50%; maturity Sept 30, 2030.
- DSS owns 100% of Series A Convertible Preferred; controls voting power.
- Debt conversion agreement contemplated Mar 24, 2025 but withdrawn Apr 3, 2025.
Compensation Structure Analysis
- Increase in guaranteed pay: Mandatory bonuses ($150k/$100k/$100k) add fixed cash regardless of performance metrics, suggesting higher certainty in cash compensation.
- Equity mix: Options at $3.00 under 2023 Plan; plan-wide awards of 880,000 options in 2024 with various vesting and Oct 31, 2031 expiration; fair value ~ $50,000; stock-based compensation expense ~$19,000 in 2024.
- Performance metrics: No disclosed revenue/EBITDA/TSR targets tied to CEO pay; discretionary bonuses at Board’s sole discretion.
- Repricing/modification: No option repricing disclosed.
- Clawback/tax gross-ups: Not disclosed.
Risk Indicators & Red Flags
- Dual role CEO + Executive Chairman; offset by independent audit and compensation committees.
- High related-party exposure (DSS note, pass-through costs; DSS controlling preferred equity).
- Limited equity ownership by CEO (<1%), potentially weaker alignment vs. shareholders.
- No disclosure of severance/change-of-control terms; retention relies on mandatory bonuses and option grants.
- Legal proceedings: None disclosed for directors/executives in past 10 years.
Past Roles and External Directorships Interlocks
- Prior role at DSS, Inc. (NYSE listed) as CEO and director; resigned Sept 15, 2025 to focus on IBO. Potential information flow from prior DSS affiliation; DSS remains controlling shareholder in IBO preferred.
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay approved (For: 61,512,770; Against: 107,684; Abstain: 4,795; broker non‑votes: 2,702,761).
Investment Implications
- Alignment: CEO’s beneficial common ownership is small (<1%); equity alignment primarily via options; absence of disclosed ownership guidelines or pledging policy reduces clarity on long-term alignment.
- Retention: Mandatory service-based bonuses and multi-year option grants support retention; lack of disclosed severance/change-of-control terms introduces uncertainty in transition scenarios.
- Governance: CEO/Chair duality plus DSS control warrants governance premium/discount assessment; independent committees mitigate but do not eliminate concentration risks.
- Trading signals: Option overhang (300,000 @ $3.00) and 2023 Plan options expiring 2031 could contribute to future dilution; early-stage revenue ramp and non-operating volatility from related-party note valuation may drive earnings variability near term.