Bobbi Jo Brockmann

About Bobbi Jo Brockmann

Bobbi Jo Brockmann (Age 49) is Vice President of Sales & Marketing at ImmuCell (officer since Feb 2015) and serves on the Board (Director since Mar 2017; served Mar–Sep 2017 and from Jan 2018 to present) . Her background spans sales and marketing roles in animal health (APC, Inc.; W&G Marketing; Council for Agricultural Science and Technology; Meyocks Group) after graduating from Iowa State University . Company-level TSR declined from $103 to $86–$87 (value of $100 invested as of Dec 31, 2020 baseline) over 2022–2024, while net (loss) was $(2.5)mm, $(5.8)mm, and $(2.2)mm in 2022, 2023, and 2024, respectively . As an executive director, she is not independent; the Chair is an independent non-executive and CEO and Chair roles are separated .

Past Roles

External Roles

• No other public-company board roles are disclosed in the proxy biography; current directorship is at ImmuCell (employee-director) .

Fixed Compensation

Notes:

• 2024 annual salary was increased in Feb 2024 to $281,430 and in Feb 2025 to $292,687; $52,537 variable compensation for 2024 performance was paid in Feb 2025 .

Performance Compensation

• Philosophy: ImmuCell’s NEO pay is primarily base salary and periodic stock options, with possible discretionary/contractual bonuses tied to financial and regulatory objectives. Options generally vest after three years .
• Ms. Brockmann’s incentive agreements:
  • Re-Tain regulatory milestone incentives: $50,000 payable one year after regulatory approval if still employed; additional $50,000 two years after approval; subject to acceleration upon Change of Control or sale/license of substantially all Re-Tain rights .
  • Annual financial performance incentive opportunity: up to $80,000 based on financial performance objectives (not achieved in 2022; program renewed for 2023) .

Equity Ownership & Alignment

• Beneficial Ownership (as of April 14, 2025): 64,021 shares (0.7% of outstanding 8,994,425 shares). This includes 7,466 shares held directly, 1,055 jointly with spouse, and 55,500 vested stock options .
• Hedging/Pledging: Hedging by employees/directors is prohibited; no pledging disclosure is provided .
• Outstanding Equity Awards (as of Dec 31, 2024; vesting three years post-grant) :
  • 10,000 options @ $7.54, granted 12/16/2015, expire 12/15/2025 – exercisable .
  • 10,000 options @ $5.84, granted 2/10/2017, expire 2/9/2027 – exercisable .
  • 7,500 options @ $7.80, granted 1/8/2018, expire 1/7/2028 – exercisable .
  • 10,000 options @ $5.18, granted 12/11/2019, expire 12/10/2029 – exercisable .
  • 18,000 options @ $8.15, granted 1/31/2022, vest 1/30/2025, expire 1/30/2032 – unexercisable at 12/31/2024; by 4/14/2025 counted as vested within beneficial ownership .

Potential selling pressure flags:

• 2015 grant (10,000 options) expires December 15, 2025; near-term expiry may create exercise/liquidity events around that date .

Employment Terms

• Status: At-will employment for executive officers; officers elected annually by the Board .
• Incentive Agreements: As above, Ms. Brockmann’s incentive compensation agreement provides for Re-Tain milestone payments ($50k at one year and $50k at two years post-approval, with Change of Control acceleration) and annual financial incentives (up to $80k) .
• Severance/Change-in-Control: No severance multiples disclosed for Ms. Brockmann. CEO-specific severance/deferred arrangements are separate and not applicable to her; NEO incentives note acceleration upon Change of Control for Re-Tain milestone payments .
• Clawback/Policies: Code of Business Conduct and Ethics in place; insider trading policy disclosed (no hedging). No NEO-specific clawback terms disclosed in proxy .

Board Governance (Director Service, Committees, Dual-role implications)

• Board Service: Director since March 2017 (served Mar–Sep 2017 and from Jan 2018 to present) .
• Independence: Not independent (employee-director). All non-employee directors are independent under Nasdaq rules .
• Committees: Employee directors do not serve on Board committees; thus, Ms. Brockmann has no committee roles .
• Attendance: All directors attended at least 75% of Board and committee meetings in 2024 .
• Leadership Structure: Independent Chair (Dr. David S. Tomsche) with separated CEO and Chair roles; routine executive sessions without executives are held, mitigating concentration of authority even with executive-directors on the Board .
• Director Compensation: Officers who are also directors receive no additional compensation for Board/committee service .

Director Compensation (for completeness; employee-director)

• Additional director retainers/fees do not apply to Ms. Brockmann as an employee-director; non-employee director fee schedule provided in proxy is not applicable to her .

Performance & Track Record (Company-level context during tenure)

• Notes: Pay-versus-performance tables identify Ms. Brockmann as one of the “Other NEOs”; equity awards are stock options (no RSUs/PSUs), aligning upside with shareholder value but with three-year cliff-vesting that may reduce near-term retention risk only after vesting .

Compensation Structure Analysis (Signals)

• Mix shift and at-risk pay: Program remains simple—salary plus periodic options—without RSUs/PSUs; variable cash paid in 2023 ($25k) and 2024 ($52,537), while 2022 had no cash bonus . Options generally vest after three years, supporting retention to vest dates .
• Specific performance linkages: Contractual incentives tied to Re-Tain regulatory approval (clear milestone-based retention) and annual financial goals (up to $80k) indicate line of sight to commercialization and financial execution; 2022 objectives were not achieved (no payout), signaling some rigor in targets .
• Equity supply and dilution: 2025 proposal to add 250,000 shares to the 2017 Plan (to 900,000 total) suggests continued use of options for incentives, potentially increasing future equity-based compensation and dilution .

Say-on-Pay & Shareholder Feedback

• The proxy includes an annual advisory vote on executive compensation, but specific vote outcomes are not provided in the filings cited here .

Related Party Transactions and Red Flags

• Related party transactions in proxies relate to the Chair’s affiliated distributor; no transactions are disclosed involving Ms. Brockmann .
• Section 16 compliance: The company reports timely filings for 2024; no issues noted for Ms. Brockmann .
• Hedging is prohibited company-wide; no pledging disclosure found .

Equity Awards Detail (Grant-by-Grant)

Investment Implications

• Alignment and retention: Meaningful vested options (55,500 by April 2025) and milestone-based cash tied to Re-Tain approval align upside with execution milestones; however, the predominantly options-based plan without PSUs/RSUs may concentrate value on share price volatility and option expiry windows .
• Near-term trading dynamics: The 2015 option tranche expires on Dec 15, 2025, creating a potential exercise/monetization window in Q4 2025; monitor Form 4 filings around that period for selling pressure signals .
• Performance sensitivity: Company TSR was flat-to-down in 2023–2024 and net losses persisted, suggesting cash bonus outcomes are sensitive to achieving financial/regulatory targets; 2024 variable payment increased vs. 2023, implying improving short-term performance drivers used by the Compensation Committee .
• Governance: Executive-director status (non-independent) is mitigated by an independent chair, separated roles, lack of committee service by executives, and regular executive sessions; this reduces dual-role risk and potential overreach .
• Incentive supply: The 2025 request to expand the option pool indicates continued reliance on equity to retain and motivate talent; watch dilution and grant cadence as Plan capacity increases .