Melissa Sims

About Melissa Sims

Melissa Sims, 55, has served as a director of Impact BioMedical Inc. since May 2023. She is an Illinois-licensed attorney (since 1995) specializing in complex plaintiff-side litigation involving environmental contaminants, with notable precedent-setting work at the U.S. Court of Appeals for the Seventh Circuit and subsequent citation by the U.S. Supreme Court; TIME named her to its inaugural Top 100 Climate Influencers list in 2023, and she maintains a large social media following. She is employed at Milberg Coleman Bryson Phillips Grossman, PLLC (since August 2017) and has represented clients in the National Opioid MDL and municipalities in tort actions involving EtO, PFAS, PCBs, and emerging contaminants .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:

  • Nominating & Corporate Governance Committee: Chair (members: Melissa Sims, David Keene, Dr. Elise Brownell) .
  • Compensation Committee: Member (members: Dr. Elise Brownell—Chair, Melissa Sims, Castel Hibbert) .
  • Audit Committee: Not a member (members: Christian Zimmerman—Chair, Castel Hibbert, David Keene; all explicitly independent under NYSE American rules and Rule 10A-3) .

• Independence status:

  • Audit Committee independence explicitly affirmed for its members; the proxy does not explicitly state independence for Compensation or Nominating & Corporate Governance members or for Ms. Sims individually .

• Years of service on the board: Director since May 2023 .

• Board meeting attendance rate and executive sessions: Not disclosed in the proxy .

• Election/vote support (2025 Annual Meeting):

  • Melissa Sims received 61,496,912 votes FOR, 112,291 AGAINST, 16,046 WITHHELD; 2,702,761 broker non-votes, indicating strong shareholder support .

2025 Director Election Voting Detail

Fixed Compensation

• Director compensation (2024):
  • The company reports director compensation with both cash fees and stock option award fair values for 2024.

• Notes: “Stock Awards” represent stock option awards valued under FASB ASC 718; valuation policy referenced in Note 10 .

Performance Compensation

• Equity Incentive Plan mechanics impacting directors (company-wide context):
  • 2023 Equity Incentive Plan; in FY 2024, 880,000 options granted to officers, directors, and consultants at $3.00 strike; options expire October 31, 2031; various vesting; potential proceeds $2,640,000; fair value ≈ $50,000; stock-based compensation expense ≈ $19,000 in 2024 .

• Performance metrics tied to director compensation: None disclosed (no TSR, EBITDA, revenue growth, or ESG goals specified for director pay) .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal expertise: Illinois-licensed attorney (since 1995) with extensive plaintiff-side litigation experience across environmental contamination and complex torts .
• Precedent-setting litigation: Seventh Circuit precedent in the Village of DePue case; cited by U.S. Supreme Court in 2021 (Atlantic Richfield v. Christian) .
• Sector exposure: Environmental pollutants (EtO, PFAS, PCBs) and opioid litigation; municipal client representation .
• Recognition: TIME Top 100 Climate Influencers (2023); significant public engagement via social media .
• Education: Northern Illinois University College of Law (J.D.) .

Equity Ownership

• Beneficial ownership (as of September 8, 2025):

• Ownership guidelines, pledging, hedging: Not disclosed; no data on director stock ownership guidelines or compliance status for Ms. Sims .

Governance Assessment

• Board effectiveness and role fit:

  • Strengths: As Chair of the Nominating & Corporate Governance Committee, Sims’ litigation and regulatory background aligns with oversight of governance frameworks and board evaluations; her environmental and public policy expertise could be additive in stakeholder and ESG risk oversight .
  • Compensation oversight: Member of the Compensation Committee; however, the proxy does not specify independence of comp committee members beyond charter adoption; Audit Committee independence is affirmed only for its members (Sims is not an Audit member) .

• Alignment and incentives:

  • Low personal ownership: No beneficial common stock ownership disclosed for Ms. Sims (<1%), with modest director pay and option award fair value ($925), suggesting limited financial alignment versus controlling shareholder influence .
  • Equity incentives exist via the 2023 plan (company-wide options at $3.00 strike, expiry 2031), but per-director grant specifics beyond fair value not disclosed; vesting terms vary .

• Shareholder support signal:

  • Strong election support at 2025 annual meeting (61.5M FOR; minimal against/withheld), indicating investor confidence in current board slate inclusive of Ms. Sims .

• Structural conflicts and related-party exposure (firm-level context impacting directors’ independence oversight):

  • DSS, Inc. (via subsidiary) holds ~83.35% voting power, and IBO maintains related-party arrangements (monthly pass-through cost allocations and a large revolving note with DSS adjusted in 2024, with $8.878M outstanding including interest as of Dec 31, 2024); these create elevated governance and conflict-of-interest oversight demands for the Nominating & Governance and Compensation committees .

• RED FLAGS:

  • Controlling shareholder (DSS) with extensive related-party transactions and debt arrangements—heightened risk of influence over board and compensation decisions; requires rigorous independent oversight by committees chaired and served by non-management directors like Ms. Sims .
  • Lack of disclosed board attendance rates and absence of explicit independence affirmations for compensation/nominating committee members (audit independence is explicit) .
  • Minimal personal share ownership disclosed for Ms. Sims, weakening “skin-in-the-game” alignment .

Related Disclosures and Votes

• Say-on-pay (advisory) approval at 2025 annual meeting: FOR 61,512,770; AGAINST 107,684; ABSTAIN 4,795; broker non-votes 2,702,761—management’s executive compensation received strong support .
• Auditor ratification at 2025 annual meeting: FOR 64,126,924; AGAINST 174,317; ABSTAIN 26,769 .

Notes on Missing or Undisclosed Items

• Director meeting attendance, executive sessions frequency, director stock ownership guidelines, pledging/hedging policies, per-director option share counts and vesting schedules, and any tax gross-ups/clawbacks for directors are not disclosed in the cited proxy/8-K materials .