Gloria Basse
IMMUCELL CORP /DE/About Gloria J. Basse
Independent director of ICCC since June 2020 (age 65). Basse brings 30+ years in animal health marketing and commercialization, including senior leadership at Zoetis/Pfizer Animal Health, and currently serves in industry-facing roles at Tonisity International and The Context Network. She holds a BA from the University of Wisconsin and an MBA from the University of Rochester . She is independent under Nasdaq rules and currently chairs ICCC’s Nominating Committee and serves on the Compensation & Stock Option Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoetis Inc. (formerly Pfizer Animal Health) | Various roles; most recently Vice President, U.S. pork business | 1985–2015 | Deep animal health marketing and commercial leadership experience cited by ICCC’s board as a core skillset |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tonisity International (animal nutrition) | Senior Executive Director | 2017–present | Based in Ireland, Brazil, U.S. |
| The Context Network (consulting) | Senior Associate | 2016–present | Strategy consulting to agriculture, biotech, food companies |
Board Governance
| Committee | Role | Since | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Nominating Committee | Chair | June 2024 | 0 (committee did not meet separately; recommendation acted on by full Board) | Members: Basse, Gathagan, Wainman; all independent |
| Compensation & Stock Option Committee | Member | 2020 | 7 | Members: Basse, Rosgen (Chair), Tomsche; all independent; no formal charter; uses outside data; no regular consultant reliance |
| Audit Committee | Not a member | — | 10 | Members: Gathagan, Rosgen, Wainman (Chair); all meet heightened independence and expertise standards |
- Independence: Basse is an independent director under Nasdaq rules; all committee members (Audit, Nominating, Compensation) are independent .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and assigned committee meetings; the Board held 4 regular meetings and 1 unanimous written consent .
- Board skills: ICCC highlights Basse’s “extensive animal health marketing experience” as her core contribution .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Annual Retainer and applicable committee fees) | $28,000 | $28,000 |
| Stock Option Awards (non-cash expense recognized) | $0 | $15,800 |
| All Other Compensation | $0 | $0 |
| Total | $28,000 | $43,800 |
- Fee structure: Non-employee director annual fee increased to $28,000 effective Jan 1, 2022; Audit Committee members receive $2,000/year; Board Chair receives $12,000/year (Basse is not Board Chair). Beginning Q2 2024, director fees are payable at the end of the quarter rather than at the beginning .
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| June 29, 2020 | Non-qualified stock options | 15,000 | $4.81 | Vested June 28, 2023 | June 28, 2025 |
| June 17, 2021 | Non-qualified stock options | 10,000 | $10.04 | Vested June 16, 2024 | June 16, 2026 |
| December 15, 2022 | Non-qualified stock options | 10,000 | $6.52 | Vest December 14, 2025 | December 14, 2027 |
| September 20, 2024 | Non-qualified stock options | 10,000 | $3.60 | Vest September 19, 2027 | September 19, 2029 |
- As of 12/31/2024, Basse had 45,000 stock options outstanding .
- As of April 14, 2025, her beneficial ownership includes 25,000 vested options; she also holds 20,000 unvested options (not counted as beneficial ownership) .
- No performance metrics are tied to director equity; options vest on a time-based schedule under the 2017 Stock Option and Incentive Plan .
Other Directorships & Interlocks
- The ICCC proxy biography for Basse does not list any other current public company board directorships; listed external roles are operating/consulting positions (Tonisity International, The Context Network) .
- No interlocks with competitors/suppliers/customers or related-party relationships involving Basse are disclosed; the only disclosed related-party transaction pertains to the Board Chair’s affiliated distributor (Leedstone Inc.) .
Expertise & Qualifications
- Animal health marketing and commercialization leadership (Zoetis/Pfizer Animal Health; U.S. swine market) .
- Current industry operating and advisory roles (Tonisity International; The Context Network) .
- Education: BA (University of Wisconsin); MBA (University of Rochester) .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| April 14, 2025 | 25,000 | 0.2% | Comprised of 25,000 vested stock options; also holds 20,000 unvested options (not included in beneficial ownership) |
Governance Assessment
- Strengths: Independent status; chairs Nominating Committee; relevant, sector-specific operating expertise valued by the Board; meets attendance expectations; participates on an active Compensation Committee (7 meetings in 2024) .
- Alignment and incentives: Director pay mix includes equity via options; 2024 non-cash option expense recognized ($15,800) alongside cash retainer ($28,000), supporting equity alignment while remaining modest in absolute terms for a small-cap issuer .
- Oversight/process notes: Compensation Committee operates without a formal charter (relies on By-laws/board resolutions) and has not regularly used outside compensation consultants in recent years (uses market data), which some investors may view as a process weakness relative to best practice; however, membership is fully independent and activity level is high .
- Committee cadence: Nominating Committee did not meet separately in 2024 (its recommendation was acted upon by the full Board), which can indicate lean governance resourcing; mitigated by full Board action and independent composition .
- Conflicts/related party: No Basse-related transactions disclosed; the only material related-party transaction involves another director’s affiliated distributor, while the company affirms independence of committees and overall Section 16(a) compliance .