Michael Brigham
IMMUCELL CORP /DE/About Michael F. Brigham
Michael F. Brigham (age 64) is ImmuCell’s President & Chief Executive Officer (since February 2000), Treasurer and Secretary, and has served as a Director since March 1999. He joined ImmuCell in 1989, previously serving as Director of Finance & Administration and as Chief Financial Officer (October 1991–February 2000). He holds an MBA from New York University (1989) and a BA in Economics and Spanish from Trinity College (1983), and began his career as an audit manager at Ernst & Young in New York City .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmuCell Corporation | Chief Financial Officer | Oct 1991–Feb 2000 | Led finance; SEC reporting; transitioned to CEO in 2000 . |
| ImmuCell Corporation | VP; Director of Finance & Administration | 1989–Dec 1998 (VP from Dec 1998) | Built finance/admin function; corporate officer . |
| Ernst & Young | Audit Manager | Pre-1989 | Public company audit, accounting rigor . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of York County | Director; Treasurer; Board Chair (1 year) | 2012–2019 | Executive Committee; stewardship of finances and governance . |
| Kennebunk Free Library | Treasurer; Finance Committee member | Treasurer 2005–2011; Finance Committee 2012–present | Financial oversight and policy . |
Board Governance
| Topic | Detail |
|---|---|
| Independence status | Not independent (employee director) . |
| Committee assignments | None (employee directors are not members of board committees) . |
| Committee chairs | N/A for Brigham; Audit Chair: Paul R. Wainman; Comp Chair: Steven T. Rosgen; Nominating Chair: Gloria J. Basse . |
| Board leadership | Independent, non-executive Chair: David S. Tomsche, D.V.M. (since Feb 2013) . |
| Executive sessions | Portion of every board/committee meeting held without executive officers . |
| Attendance | Each director attended ≥75% of board and applicable committee meetings in 2024 . |
| Meeting cadence (2024) | Board: 4 regular meetings + 1 unanimous written consent; Audit: 10 meetings; Comp: 7 meetings; Nominating: acted within full board (no standalone meetings) . |
| Annual meeting engagement | All directors attended the 2024 Annual Meeting; directors plan to attend 2025 Annual Meeting . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $355,267 | $357,592 | 2025 base increased 4% to $371,896 effective Feb 8, 2025 . |
| Bonus Paid | $0 | $0 | — |
| All Other Compensation | $39,968 | $35,017 | Includes 401(k), health and life insurance; 2023 includes ~$8k earned/unused PTO accrual component payable at separation . |
| Total Compensation | $395,235 | $392,609 | — |
Performance Compensation
| Element | Detail |
|---|---|
| Incentive/Bonus Plan | Incentive Compensation Agreements allow executives (including Brigham) to earn incentive compensation tied to specified regulatory and financial objectives; amounts accrued when probable and estimable . |
| Stock Options (Outstanding 12/31/2024) | 25,000 options @ $5.84 (grant 02/10/2017; expire 02/09/2027) ; 20,000 options @ $7.80 (grant 01/08/2018; expire 01/07/2028) ; 1,000 options (unexercisable) @ $8.15 (grant 06/15/2022; expire 06/14/2032) . |
| Vesting Schedule | Options become exercisable three years after grant . |
| Vested vs Unvested | 46,000 vested options; 1,000 unvested options as of 12/31/2024 . |
Option Award Detail
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| 02/10/2017 | 25,000 | $5.84 | Vested after 3 years | 02/09/2027 |
| 01/08/2018 | 20,000 | $7.80 | Vested after 3 years | 01/07/2028 |
| 06/15/2022 | 1,000 | $8.15 | 3-year vest (unexercisable at 12/31/2024) | 06/14/2032 |
Employment & Contracts
- Amended and Restated Separation and Deferred Compensation Agreement (effective Mar 28, 2022): upon separation for any reason, payment of all earned/unused PTO (accrual ~$230,162 at 12/31/2024) and up to $300,000 deferred compensation (vested $100k on Jan 1, 2023; $100k on Jan 1, 2024; $100k on Jan 1, 2025; $300,000 paid Feb 2025) .
- Termination without cause, death/disability, or resignation for good reason: severance equal to 100% of then-current base salary plus a lump sum equal to employer portion of 12 months’ health benefits; certain equity awards continue to vest per agreement terms .
- In April 2025, ICCC hired a CFO (Timothy C. Fiori), ending Brigham’s concurrent Principal Financial Officer role, improving segregation of duties .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| Other public company boards | None disclosed | No additional public company directorships are disclosed in the 2025 proxy biographies . |
| Related-party interlocks | None for Brigham disclosed | The Chair’s affiliated distributor (Leedstone Inc.) had transactions with ICCC; oversight and terms described (see “Governance Assessment”) . |
Expertise & Qualifications
- Finance and accounting leadership: former CFO; prior Ernst & Young audit manager .
- Long-tenured operator: with ICCC since 1989; CEO since 2000 .
- Education: MBA (NYU, 1989); BA (Trinity College, 1983) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Michael F. Brigham | 261,752 | 2.9% | Includes 46,000 vested options and 11,000 shares held by his mother . |
- Vested vs unvested equity: 46,000 vested options; 1,000 unvested options as of 12/31/2024 .
- Hedging: Hedging of company stock is prohibited for employees and directors .
Director Compensation
- As an officer who is also a director, Brigham does not receive additional director fees or committee fees; employee directors are not members of committees .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Say-on-Pay (Advisory) | 3,006,841 (42.66% of votes cast) | 50,712 | 295,712 | 3,694,832 | Not approved |
| Increase shares under 2017 Plan (to 900,000) | 2,897,020 (41.10% of votes cast) | 446,180 | 10,065 | 3,694,832 | Not approved |
Compensation Structure Analysis
- Cash-heavy, low variable pay: Brigham received no cash bonuses in 2023–2024; total comp comprised mostly of base salary and standard benefits .
- Equity awards minimal in recent years: No option expense recognized for Brigham in 2023–2024; small 2022 option grant (1,000 options) remains unvested as of 12/31/2024 .
- Deferred compensation payout: $300,000 vested (2023–2025) and paid in Feb 2025 under the Deferred Compensation Agreement .
- Shareholder pushback: 2025 say-on-pay failed and share pool increase proposal failed, indicating investor dissatisfaction with pay program/plan design .
Related-Party Transactions (Context)
- Chair’s affiliated distributor (Leedstone Inc.) purchased $567,114 (2024) and $231,405 (2023) of ICCC products on terms consistent with similar distributors; receivables were $52,097 (12/31/2024) and $42,507 (12/31/2023). The CEO reviews related-party transactions with annual director questionnaires; matters are reviewed with the board as needed .
- Director independence: All directors except Brigham and Brockmann are independent under Nasdaq rules; all committee members are independent .
Performance & Track Record Signals (Company-level under Brigham’s tenure)
| Year | TSR ($100 initial) | Net (Loss) |
|---|---|---|
| 2022 | $103 | $(2,494)k |
| 2023 | $86 | $(5,775)k |
| 2024 | $87 | $(2,157)k |
Governance Assessment
-
Positives
- Independent board chair; regular executive sessions without management strengthen oversight .
- All board committees are fully independent with experienced chairs; audit met 10x in 2024; compensation met 7x .
- Attendance threshold met (≥75% for all directors) and strong annual meeting engagement .
- Hedging prohibited; Section 16 compliance reported as timely for 2024 .
- Segregation of duties improved with appointment of a CFO in April 2025, ending Brigham’s PFO role .
-
Risk indicators and red flags
- Say-on-pay failed in 2025 (42.66% support) and proposed equity pool increase failed (41.10% support), signaling investor dissatisfaction with compensation structure/plan design .
- CEO holds multiple officer titles (CEO/Secretary/Treasurer), which can concentrate authority, though mitigated by independent chair and committees .
- Deferred compensation and severance terms for CEO include 1x salary plus 12 months’ health benefits and continued vesting—investors may scrutinize alignment given recent net losses and low TSR in 2023–2024 .
- Related-party sales with the Board Chair’s company require continued robust oversight; processes and consistency of terms are disclosed .
-
Independence and conflicts
- Brigham is not independent and does not sit on board committees, which is appropriate structure; related-party transaction oversight includes CEO review and board review where needed .
-
Engagement signals
- Directors meet frequently; all attended the 2024 AGM and plan to attend 2025; shareholder engagement should focus on compensation redesign given 2025 vote outcomes .