David Tomsche
IMMUCELL CORP /DE/About David S. Tomsche
Dr. David S. Tomsche, D.V.M. (age 68) is an independent, non-executive Chair of ImmuCell’s Board, serving as a director since December 2006 and as Chair since February 2013. He is a large-animal veterinarian, dairy producer, and controlling owner of Leedstone Inc., with degrees from the University of Minnesota; as Chair he sets agendas with the CEO, presides over meetings, and acts as the principal liaison between the board and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmuCell Corporation | Independent Non-Executive Chair | Feb 2013–present | Leads board; presides over meetings; liaison with CEO |
| ImmuCell Corporation | Director | Dec 2006–present | Long-serving director with deep industry expertise |
| ImmuCell – Compensation & Stock Option Committee | Member | 2024–present | Member; committee chaired by Steven T. Rosgen |
| ImmuCell – Audit Committee | Member | Feb–Mar 2014; Jun 2021–Jun 2024 | Served intermittent terms; not listed as current member in 2024 |
| ImmuCell – Nominating Committee | Member | Until Sep 2017 | Former committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leedstone Inc. | Controlling Owner | Ongoing | Distributor of ImmuCell products (First Defense, CMT); related-party |
| J‑t Enterprises of Melrose, Inc. | Owner | Ongoing | Exporter of ImmuCell products |
| Dairy Operations | Dairy Producer | Ongoing | Industry operator background |
| VetPharm, Inc. | Director | 1995–2007 | Animal health distributor; company sold in 2007 |
Board Governance
- Leadership and independence: Serves as independent non-executive Chair; all non-employee directors (including Dr. Tomsche) are deemed independent under Nasdaq rules, though the board considered his related-party distributor relationship when assessing independence .
- Committees (2024): Member, Compensation & Stock Option Committee; not listed as current member of Audit or Nominating in 2024 (Audit Committee members were Wainman (Chair), Rosgen, Gathagan; Nominating Chair Basse with members Gathagan and Wainman) .
- Attendance/engagement: In 2024, the board held 4 regular meetings; Audit Committee met 10 times. Each director attended at least 75% of board and committee meetings on which they served. All directors attended the 2024 annual meeting and planned to attend the 2025 meeting .
- Executive sessions: The board and its committees hold a portion of each meeting without executive officers to ensure candid discussion .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $40,500 |
| Stock Option Awards (non-cash expense recognized in 2024) | $15,800 |
| Total | $56,300 |
Director Fee Structure (policy)
- Annual cash retainer (non-employee directors): $28,000 (effective Jan 1, 2022) .
- Audit Committee membership fee: $2,000 per year (effective Jan 1, 2022) .
- Board Chair additional cash fee: $12,000 per year (effective Jan 1, 2013); Dr. Tomsche served as Chair during 2024 .
- Payment timing: Fees began being paid at quarter-end starting Q2 2024 (previously first day of the quarter) .
Performance Compensation
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Jun 17, 2021 | 10,000 | $10.04 | Vested Jun 16, 2024 | Jun 16, 2026 |
| Dec 15, 2022 | 10,000 | $6.52 | Vests Dec 14, 2025 | Dec 14, 2027 |
| Sep 20, 2024 | 10,000 | $3.60 | Vests Sep 19, 2027 | Sep 19, 2029 |
Notes
- 2024 director equity compensation is in the form of non-qualified stock options with 3-year vesting; the $15,800 represents expense recognized in 2024 for awards being expensed over their vesting periods .
Other Directorships & Interlocks
- No other current public-company directorships were disclosed in the latest proxy/10-K bios for Dr. Tomsche .
- Related-party commercial interlock: Leedstone Inc. (controlled by Dr. Tomsche) is a domestic distributor of ImmuCell’s products (see Related Party section below) .
Expertise & Qualifications
- Industry and technical: Large-animal veterinary expertise; owner/operator in dairy production; deep distribution channel experience via Leedstone .
- Board leadership: Independent Chair since 2013; agenda-setting, presiding over meetings, liaison with CEO .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 141,797 |
| Percent of Outstanding | 1.6% |
| Vested Stock Options | 10,000 |
| Unvested Stock Options | 20,000 |
| Family-Held Shares (included above) | 6,987 |
| Hedging Policy | Company prohibits employees/directors from hedging company stock |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay “For” % | Outcome |
|---|---|---|
| 2023 | 58% of shares voting “For” | Approved |
| 2025 | 42.66% of shares voting “For” | Not approved |
Additional 2025 shareholder vote:
- Proposal to increase shares reserved under the 2017 Stock Option and Incentive Plan to 900,000 received 41.10% “For” and was not approved .
Related-Party Transactions (Conflict Review)
- Leedstone Inc. (controlled by Dr. Tomsche) purchased $567,114 (2024) and $231,405 (2023) of ImmuCell products; A/R due from Leedstone was $52,097 (12/31/2024) and $42,507 (12/31/2023). Company states terms were consistent with those offered to similar-status distributors. Related-party transactions are reviewed by the CEO and, if necessary, by the full board .
- Independence determination: Despite this relationship, the board deems all non-employee directors independent under Nasdaq rules .
Governance Assessment
- Strengths
- Independent, experienced non-executive Chair leading regular executive-session discussions; clear separation of Chair and CEO roles .
- Consistent director engagement: all directors ≥75% attendance; board (4 meetings) and audit (10 meetings) activity levels are robust. All directors attended 2024 AGM and planned to attend 2025 AGM .
- Ownership alignment: meaningful personal stake (141,797 shares, 1.6%) plus options; company-wide prohibition on hedging supports alignment .
- Concerns / RED FLAGS
- Related-party exposure: Material distributor relationship via Leedstone (>$0.5M purchases in 2024) creates an ongoing conflict-of-interest risk, though reviewed under company procedures .
- Shareholder dissent: 2025 Say-on-Pay failed (42.66% “For”) and stock plan share increase failed (41.10% “For”), signaling investor concern with compensation and potential dilution; as a Compensation Committee member, Dr. Tomsche is within the oversight perimeter expected to respond to these signals .
- Neutral/Context
- Committee roles have rotated; Dr. Tomsche moved off Audit in 2024 while remaining on Compensation; current Audit and Nominating are composed entirely of independent directors .