Bryan Gathagan
IMMUCELL CORP /DE/About Bryan K. Gathagan
Independent director at ImmuCell (ICCC), age 57, serving since June 2023. Background spans 25+ years in animal health, currently CFO/CTO and founding member of Animalytix LLC (since 2010) and owner/managing member of broad Thinking, LLC. Prior roles include VP of IT and Finance at Intervet, Inc. (1998–2008, including three years in a global role in the Netherlands), earlier IT leadership at MBNA and Norwest Bank, and initial IT roles at UMBC. Education: BS in Information Systems Management (UMBC) and MS in Business (Johns Hopkins University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Animalytix LLC | Founding member; CFO/CTO | 2010–present | Brings financial and technology expertise from animal health data/analytics |
| broad Thinking, LLC | Owner; Managing Member | Not disclosed | Management consulting experience |
| Intervet, Inc. | VP, IT and Finance | 1998–2008 | Oversaw finance, IT, and business functions; global role based in the Netherlands for 3 years |
| MBNA; Norwest Bank | Vice President (IT functions) | Not disclosed | IT leadership in financial services |
| University of Maryland, Baltimore County (UMBC) | IT roles | Not disclosed | Early technical career foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Animalytix LLC | CFO/CTO; Founding member | 2010–present | Private company; animal health industry |
| broad Thinking, LLC | Owner; Managing Member | Not disclosed | Private consulting firm |
No other public-company directorships are mentioned in the biography section reviewed .
Board Governance
| Committee | Role | Since | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit Committee | Member | June 2023 | 10 | Meets heightened independence/expertise; audit committee report signed by Gathagan, Rosgen, Wainman (Chair) |
| Nominating Committee | Member | June 2024 | 0 (by itself) | Recommendation acted on unanimously by full Board; Basse is Chair; all members independent |
| Compensation & Stock Option Committee | Not a member | — | 7 | Committee members: Basse, Rosgen (Chair), Tomsche; independent directors |
- Independence: qualifies as an independent director under Nasdaq rules .
- Audit committee financial expert: Gathagan meets SEC criteria (alongside Wainman) .
- Attendance: each director attended at least 75% of combined board and committee meetings in 2024; Board held four regular meetings .
Fixed Compensation
| Element | Amount (USD) | Year | Notes |
|---|---|---|---|
| Annual cash fees paid to Gathagan | $30,000 | 2024 | Comprised of $28,000 annual director fee and $2,000 audit committee member fee per policy |
| Annual director fee (policy) | $28,000 | Effective Jan 1, 2022 | Increased from $24,000 to $28,000 |
| Audit Committee member fee (policy) | $2,000 | Effective Jan 1, 2022 | Applies to members (Gathagan is a member) |
| Payment timing | Paid quarterly | 2024 | Since Q2 2024, payable at end of quarter earned |
| Meeting fees | None disclosed | 2024 | No separate meeting fees; Chair of Board receives $12,000 (not applicable to Gathagan) |
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| June 28, 2023 | Non-qualified stock options | 15,000 | $5.11 | Vests June 27, 2026 | Expires June 27, 2028 | Granted upon initial board appointment |
| Sept 20, 2024 | Non-qualified stock options | 10,000 | $3.60 | Vests Sept 19, 2027 | Expires Sept 19, 2029 | Annual grant to then-serving outside directors |
| Compensation Metric | Amount (USD) | Year | Notes |
|---|---|---|---|
| Stock Option Awards (expense) | $15,800 | 2024 | Non-cash expense amortized over 3-year vesting |
Outstanding options as of Dec 31, 2024: Gathagan 25,000 options .
Other Directorships & Interlocks
- Public company boards: none mentioned in proxy biography .
- Private roles: Animalytix LLC (CFO/CTO), broad Thinking, LLC (owner/manager) .
- Shared directorships/interlocks with ICCC customers or suppliers: none disclosed for Gathagan; board considered related-party matters, notably Chair Tomsche’s distribution company, with transactions reviewed and conducted on standard terms .
Expertise & Qualifications
- Financial and technology expertise (IT/Finance leadership; CFO/CTO experience) .
- Audit committee financial expert under SEC rules .
- Animal health industry experience (25+ years), including distribution and data analytics exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Vested Options | Unvested Options | As-of Date |
|---|---|---|---|---|---|
| Bryan K. Gathagan | 0 | 0.0% | 0 | 25,000 | April 14, 2025 |
Governance Assessment
- Committee effectiveness: Active Audit Committee (10 meetings in 2024) with Gathagan as member; he is designated an audit committee financial expert, supporting financial reporting oversight quality .
- Independence and conflicts: Board and committees classify him as independent; no related-party transactions disclosed involving Gathagan; related-party transactions exist for Chair Tomsche’s affiliated distributor but reviewed by management/Board .
- Attendance/engagement: At least 75% attendance across board and committees for all directors; Board met four times in 2024. Nominating Committee did not meet by itself in 2024 (recommendation handled in full Board), which may indicate limited standalone activity but not necessarily reduced engagement .
- Compensation mix and alignment: 2024 director pay for Gathagan was $30,000 in cash plus $15,800 in option expense; equity is entirely stock options with multi-year vesting (first vesting in 2026 and 2027), creating long-dated alignment but limited immediate ownership .
- Ownership signal: Beneficial ownership is 0 shares (0.0%); he holds 25,000 unvested options, with no vested or exercisable equity as of April 14, 2025, which may be viewed as modest near-term “skin-in-the-game” .
Red Flags/Watch Items
- Low direct ownership: 0 shares; alignment currently via unvested options only .
- Nominating Committee activity: no standalone meetings in 2024; monitor future cadence and documented oversight .
- Broader board-related party exposure: Transactions with Chair’s affiliated distributor (not related to Gathagan) should continue to be reviewed for terms consistency and oversight rigor .