Olivier te Boekhorst
IMMUCELL CORP /DE/About Olivier te Boekhorst
Paul Olivier te Boekhorst (age 54) became President and CEO of ImmuCell (Nasdaq: ICCC) on November 1, 2025 and concurrently joined the Board of Directors; he is a non-independent, management director and not assigned to any board committees . He previously served as an Operating Partner at ARCHIMED, chaired SeqCenter (ex-CEO), and spent 18 years at IDEXX leading livestock/dairy diagnostics, water testing and human diagnostics; earlier he was a Project Leader at Boston Consulting Group; he holds an MBA from Cornell University . Company performance context entering his tenure: 2024 product sales were $26.5M (up 52% YoY) and Q4 2024 gross margin reached 37% after contamination remediation; pay-versus-performance TSR index stood at 87 on a $100 base as of year-end 2024, with a 2024 net loss of $2.2M, framing baseline targets for his 2026 bonus (revenue, gross margin %, Adjusted EBITDA improvement) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDEXX Laboratories | Senior VP/GM; led livestock & dairy diagnostics, water safety testing, human diagnostics; earlier M&A in livestock diagnostics | 2004–2022 | Drove portfolio growth and M&A consolidation across livestock diagnostics; scaled multiple innovations for dairy/beef producers |
| Boston Consulting Group | Project Leader/Strategy Consultant | 1997–2004 | Strategy leadership; toolkit for operational and commercial execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ARCHIMED | Operating Partner | 2024–2025 | Healthcare-focused investment firm (human/animal); industry network |
| SeqCenter | Chair of the Board (former CEO) | 2024–2025 | NGS lab; governance and operating experience |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $450,000 | Reviewed in Feb 2027 and annually thereafter (no guaranteed increases) |
| Target Annual Bonus | $400,000 | Formula tied to improvements vs prior year in Company Revenue, Gross Margin %, Adjusted EBITDA; metric thresholds/targets set each Feb; pro rata between threshold and target; payout by March 15 following year; discretion for overachievement |
| Signing Bonus | $100,000 | Paid at start; must repay if he resigns (without Good Reason) or is terminated for Cause within 1 year |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company Revenue (YoY improvement) | Not disclosed | Set annually (Feb) | N/A | Pro rata between threshold and target; 100% at target | Annual cash bonus; first eligible for FY2026 results |
| Gross Margin % (YoY improvement) | Not disclosed | Set annually (Feb) | N/A | As above | As above |
| Adjusted EBITDA (YoY improvement) | Not disclosed | Set annually (Feb) | N/A | As above | As above |
Notes:
- 2026 bonus metrics to be finalized with the Compensation & Stock Option Committee in Q1 2026, after FY2025 results .
Equity Ownership & Alignment
| Award Type | Grant Date | Shares | Exercise Price | Vesting | Expiration | Plan/Notes |
|---|---|---|---|---|---|---|
| Non-qualified Stock Options (Inducement) | Sep 16, 2025 | 75,983 | $5.90 | 1/3 annually over 3 years | 10 years | Inducement award under Nasdaq 5635(c) |
| ISO/NSO Mix (Inducement under 2025 Plan) | Nov 7, 2025 | 74,277 | $6.10 | 1/3 annually over 3 years | 10 years | Granted under 2025 Stock Option & Incentive Plan; if shareholders do not approve the 2025 Plan within 12 months of Board adoption (Nov 7, 2025), plan awards (with limited exceptions) lapse and become non-exercisable |
Additional alignment and constraints:
- Change-in-control: immediate vesting of all then-unvested equity (single-trigger CIC acceleration) .
- Termination without cause or for good reason: 12 months of accelerated vesting; vested option exercise window extended to 24 months .
- Hedging: Company prohibits employees and directors from engaging in hedging transactions; no disclosure of any pledging by Mr. te Boekhorst .
- Initial Section 16 filing: Form 3 filed Nov 7, 2025 reflects inducement option grant(s) and 3-increment vesting; attorney-in-fact signature by CFO (detail confirms structure; share line items truncated in excerpt) .
Employment Terms
| Term | Detail |
|---|---|
| Start Date and Role | President & CEO effective Nov 1, 2025; reports to Board; full-time |
| Board Service | Appointed to Board Oct 29, 2025 (Board expanded from 7 to 9); not assigned to Audit/Comp/Nominating Committees |
| Severance (No Cause / Good Reason) | 12 months base salary; up to 12 months COBRA reimbursement; 12 months of equity vesting acceleration; 24-month post-termination vested option exercise period; subject to a Qualifying Release |
| Change-in-Control | 100% acceleration of all unvested equity (single-trigger) |
| Clawback | Incentive compensation subject to clawback to comply with law, listing standards, and Company policy |
| 280G (Excise Tax) | Parachute payment “cutback” to avoid 4999 excise tax if it yields a better after-tax result (no tax gross-up) |
| Non-Compete/Non-Solicit | 12-month non-compete and non-solicitation following termination; confidentiality and IP assignment obligations apply |
| Location | Portland, Maine (Company HQ); travel as needed |
Board Governance
| Item | Status/Detail |
|---|---|
| Structure | Board policy separates Chair and CEO roles; independent Chair (Dr. David S. Tomsche) |
| Independence | Majority independent; CEO and CFO added as directors Oct 29, 2025, increasing insider representation to two of nine |
| Committees | Audit (Wainman—Chair, Gathagan, Rosgen), Compensation (Rosgen—Chair, Basse, Tomsche), Nominating (Basse—Chair, Gathagan, Wainman); te Boekhorst is on none |
| Director Pay | Employee-directors receive no additional director compensation |
| Attendance | Directors met the 75% attendance expectation in 2024 |
| Related-Party | Chair’s company (Leedstone) is a distributor; transactions on standard terms disclosed |
Director/Shareholder Votes and Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay | 66% FOR; advisory approval of NEO compensation program |
| 2024 Auditor Ratification | 99.5% FOR (Wipfli LLP) |
Compensation Structure Analysis
- High at-risk pay: Annual bonus tied to explicit operating improvements (Revenue, Gross Margin %, Adjusted EBITDA), aligning with the Company’s stated focus on rebuilding margins and sales scale post-contamination .
- Equity is option-heavy (no RSUs/PSUs disclosed): Two inducement option grants vest over 3 years and are leveraged to share price; this increases alignment to shareholder value but concentrates value realization in price appreciation rather than multi-factor performance outcomes .
- Shareholder-friendliness mixed: Severance multiple is moderate (1x base) with limited COBRA plus modest equity acceleration; however, single-trigger CIC acceleration is a governance red flag versus market-preferred double-trigger standards .
- Clawback and 280G cutback: Modern provisions; no tax gross-ups .
- Process risk on equity: The Nov 7, 2025 grant was made under a newly adopted 2025 Plan that requires stockholder approval within 12 months; failure would cause lapse of options under that plan (except limited cases), potentially affecting retention and alignment .
Performance & Track Record
- Pre-ImmuCell achievements: IDEXX leadership (global livestock/dairy diagnostics; water and human diagnostics), M&A consolidation track record; governance/operating roles at ARCHIMED and SeqCenter .
- Company baseline entering tenure: 2024 sales $26.5M (+52% YoY); Q4 2024 gross margin 37% following contamination remediation; Pay-versus-Performance TSR index 87 and 2024 net loss $(2.16)M—these set the context for 2026 bonus “improvement” metrics .
Quantitative Context Tables
| Company Sales ($USD Millions) | 2023 | 2024 |
|---|---|---|
| Total Product Sales | $17.5 | $26.5 |
| Gross Margin % | Q4 2024 |
|---|---|
| Gross Margin as % of Sales | 37% |
| Pay vs Performance Snapshot | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of Initial $100 Investment at YE) | $103 | $86 | $87 |
| Net (Loss) ($000s) | $(2,494) | $(5,775) | $(2,157) |
Investment Implications
- Alignment and incentives: A sizable option package with 3-year vesting, a 2026 bonus plan focused on Revenue, Gross Margin %, and Adjusted EBITDA improvements, and a clawback regime signal performance orientation; however, the option value realization is sensitive to share price volatility and the 2025 Plan approval risk for the Nov 2025 grant .
- Retention risk: Severance is 1x base with 12 months of equity acceleration and 24-month exercise extension—adequate but not outsized; if the 2025 Plan is not approved, loss of that option grant could weaken retention incentives .
- Governance risk flags: Single-trigger CIC acceleration and the October 2025 addition of both CEO and CFO as directors (though with an independent Chair and majority independent committees) merit monitoring; 2024 say-on-pay support (66%) suggests investors are sensitive to pay design and outcomes .
- Trading pressure: Vesting runs annually over three years; no RSUs disclosed; options at $5.90 and $6.10 strike prices limit near-term selling unless options move meaningfully in the money; Form 3 confirms inducement option structure; monitor Form 4s as tranches vest .
Sources: SEC filings and company documents cited inline.