Paul Wainman
IMMUCELL CORP /DE/About Paul R. Wainman
Paul R. Wainman (age 60) has served on ImmuCell’s Board since March 31, 2014 and is an independent director with deep finance and operating experience; he currently chairs the Audit Committee and serves on the Nominating Committee, qualifying as an SEC “audit committee financial expert.” He is President & CEO of Hancock Lumber (since January 2023), previously serving as CFO (from February 2016) and President & CFO (from January 2020), and earlier held senior leadership roles at Hallmark divisions and William Arthur; he earned a degree in Accounting and Financial Control from Sheffield City University and is a Chartered Accountant (England & Wales, 1990) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmuCell Corporation | Independent Director | Director since March 31, 2014 | Audit Committee Chair; Nominating Committee member; brings financial expert credentials |
| Hancock Lumber | CFO; President & CFO; President & CEO | CFO: Feb 2016; President & CFO: Jan 2020; President & CEO: Jan 2023–present | Led finance and operations at a 725-employee building products company |
| Kleinfeld (personalized wedding stationery) | President | Sep 2013–Apr 2015 | General management leadership |
| Strategy/finance consultant | Consultant (paper and greeting card industry) | Apr 2015–Feb 2016 | Business strategy and financial consulting |
| William Arthur, Inc. (Hallmark division) | President & CEO | 2005–2012 | Led 275-employee luxury stationery manufacturer |
| Hallmark Cards divisions | CFO and COO | 1998–2004 | Senior finance and operations roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hancock Lumber (private) | President & CEO | Jan 2023–present | No disclosed commercial interlocks with ImmuCell |
| Hancock Lumber | CFO; President & CFO | Feb 2016; Jan 2020–Jan 2023 | Finance and operations leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating Committee member; identified as an “audit committee financial expert.” All Audit Committee members meet heightened independence and expertise requirements under Nasdaq rules .
- Independence: Except for employee-directors, all directors (including Wainman) are independent under Nasdaq rules .
- Attendance and engagement: Board held 4 regular meetings in 2024 plus one unanimous written consent; Audit Committee met 10 times; Compensation Committee met 7 times. Each director attended at least 75% of aggregate board and committee meetings during 2024, and all directors attended the 2024 Annual Meeting .
- Executive sessions: The Board has a policy to conduct portions of each board and committee meeting without executive officers present to enable candid discussions; independent non-executive chair structure in place since 2013 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $30,000 | Comprised of $28,000 annual director fee (effective Jan 1, 2022) and $2,000 Audit Committee member fee per year (effective Jan 1, 2022) |
| All Other Compensation | $0 | None disclosed |
| Total Cash Fees | $30,000 | Paid quarterly (timing updated in 2024 to end-of-quarter) |
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Non-qualified stock options | Jun 17, 2021 | 10,000 | $10.04 | Vested Jun 16, 2024 | Jun 16, 2026 |
| Non-qualified stock options | Dec 15, 2022 | 10,000 | $6.52 | Vest Dec 14, 2025 | Dec 14, 2027 |
| Non-qualified stock options | Sep 20, 2024 | 10,000 | $3.60 | Vest Sep 19, 2027 | Sep 19, 2029 |
| 2024 Stock Option Awards Expense | Amount (USD) | Notes |
|---|---|---|
| Stock Option Awards (accounting expense) | $15,800 | Non-cash expense recognized over three-year vesting for options granted in 2024 |
- Performance metrics: No director-specific pay-for-performance metrics disclosed; director equity awards are time-based stock options with three-year vesting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/company roles | Executive leadership at Hancock Lumber (private) |
| Interlocks/conflicts | No related-party transactions disclosed for Wainman; related-party disclosure references transactions with Chair Dr. Tomsche’s affiliated distributor, not Wainman . |
Expertise & Qualifications
- Financial expert designation on Audit Committee; Chartered Accountant of England & Wales (1990) .
- Senior finance and operating leadership across manufacturing, building products, and stationery sectors; proven pricing and operational management history .
- Accounting degree and extensive managerial and financial training .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 16,269 | Includes options exercisable within 60 days; 0.2% of shares outstanding |
| Ownership % | 0.2% | As of April 14, 2025 (8,994,425 shares outstanding) |
| Vested stock options | 10,000 | Exercisable within 60 days |
| Unvested stock options | 20,000 | From 2022 and 2024 grants; three-year vesting schedules |
| Hedging/Pledging | Hedging prohibited by company policy; no pledging disclosed |
Insider Trades (Equity Grants and Changes)
| Date | Type | Security | Quantity | Price | Vesting/Expiration |
|---|---|---|---|---|---|
| Jun 17, 2021 | Option grant | Non-qualified stock options | 10,000 | $10.04 | Vest Jun 16, 2024; expire Jun 16, 2026 |
| Dec 15, 2022 | Option grant | Non-qualified stock options | 10,000 | $6.52 | Vest Dec 14, 2025; expire Dec 14, 2027 |
| Sep 20, 2024 | Option grant | Non-qualified stock options | 10,000 | $3.60 | Vest Sep 19, 2027; expire Sep 19, 2029 |
Note: SEC Form 4 filings reflect Wainman’s beneficial ownership changes, including option grants; examples include historical Form 4 filings (e.g., Sep 24, 2014; Sep 24, 2024) documenting transactions in ICCC securities .
Governance Assessment
- Positive signals: Wainman is a long-tenured independent director with audit committee financial expert status, currently chairing the Audit Committee; the Audit Committee met 10 times in 2024, indicating high engagement and oversight rigor . Attendance is strong across the board (each director ≥75% of meetings; all directors attended the 2024 Annual Meeting), with regular executive sessions to promote independent judgment .
- Alignment: Director compensation includes a balanced cash/equity mix ($30,000 cash; $15,800 equity expense in 2024) and meaningful option holdings (10,000 vested; 20,000 unvested), supporting skin-in-the-game without excessive risk-taking; hedging is prohibited .
- Conflicts: No related-party transactions disclosed for Wainman; independence affirmed under Nasdaq rules. Related-party exposure exists for another director (Chair Dr. Tomsche) with distributor transactions reviewed under board oversight; Wainman is not implicated in these .
- Watch items: Director equity is solely stock options (no RSUs/PSUs); while time-based vesting is standard for small-cap boards, absence of performance-based director equity is typical but provides limited direct pay-for-performance linkage at the board level .