Steven Rosgen
IMMUCELL CORP /DE/About Steven T. Rosgen
Independent director of ImmuCell Corporation since January 2018; age 59. President of Strategem Research Inc. (founded 2005) with expertise in value proposition development and pricing strategy across animal health, ag informatics, biotechnology, and related sectors; Bachelor of Commerce, University of Calgary . Serves as Audit Committee member (since April 2018) and Chair of the Compensation and Stock Option Committee (since June 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategem Research Inc. | President | Not disclosed | Pricing strategy; brand revitalization |
| Street Smart Strategic Planning | Senior Partner | Not disclosed | Strategic planning |
| Baker Lovick/BBDO Advertising | Research Coordinator | Not disclosed | Market research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Committees and chair roles: Audit Committee member (with Wainman as Chair; members Gathagan, Rosgen, Wainman) ; Compensation and Stock Option Committee Chair (members Basse, Rosgen, Tomsche) .
- Independence: All directors except Brigham and Brockmann are independent under Nasdaq rules; Rosgen qualifies as independent .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; Board held four regular meetings, Audit Committee met ten times, Compensation Committee met seven times .
- Board leadership: Independent non-executive Board Chair (Dr. David Tomsche); executive sessions without management occur as a portion of each board or committee meeting to ensure candid discussions .
- Annual meeting participation: All directors attended the 2024 Annual Meeting virtually and plan to attend the 2025 Annual Meeting virtually .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $28,000 | Effective Jan 1, 2022 |
| Audit Committee member fee | $2,000 | Per year, effective Jan 1, 2022 |
| Board Chair additional fee | $12,000 | Per year (applies to Tomsche, not Rosgen) |
| Steven T. Rosgen – Cash fees | $30,000 | 2024 (retainer + Audit Committee member fee) |
Performance Compensation
| Metric | 2024 |
|---|---|
| Stock Option Awards expense (non-cash) | $15,800 |
Option grant history and vesting schedule (directors):
| Grant Date | Shares (Options) | Exercise Price | Vesting Date | Expiration | Notes |
|---|---|---|---|---|---|
| Jun 17, 2021 | 10,000 | $10.04 | Jun 16, 2024 | Jun 16, 2026 | Granted to all then-serving outside directors |
| Dec 15, 2022 | 10,000 | $6.52 | Dec 14, 2025 | Dec 14, 2027 | Granted to all then-serving outside directors |
| Sep 20, 2024 | 10,000 | $3.60 | Sep 19, 2027 | Sep 19, 2029 | Granted to all then-serving outside directors |
Compensation committee process:
- Committee members are independent; recommendations subject to board approval by a majority of independent directors .
- Recent years: no external compensation consultants; uses outside compensation data to set pay ranges .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Related-party or interlocks | None disclosed for Rosgen; related-party transactions disclosed for Board Chair Tomsche via distributor Leedstone Inc. (purchases $567,114 in 2024; receivables $52,097) on customary terms |
Expertise & Qualifications
- Pricing and value proposition expertise, brand revitalization across agriculture and animal health .
- Commerce degree; extensive market research and strategic planning experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs. Unvested Options (as of Dec 31, 2024) |
|---|---|---|---|
| Steven T. Rosgen | 10,000 | 0.1% | 10,000 vested options; 20,000 unvested options |
Prohibitions and compliance:
- Hedging: Company prohibits employees and directors from engaging in hedging transactions in ImmuCell stock .
- Section 16(a) compliance: Directors/officers and >10% holders complied timely in 2024 .
Insider transactions (Form 4):
| Transaction Date | Type | Security | Quantity | Exercise/Price | Filing URL |
|---|---|---|---|---|---|
| Sep 20, 2024 | Award (A) | Non-qualified stock options | 10,000 | $3.60 | |
| Dec 15, 2022 | Award (A) | Non-qualified stock options | 10,000 | $6.52 |
Governance Assessment
- Independence and roles: Rosgen is independent; dual service on Audit and Compensation and Stock Option Committees, with current chairmanship of the Compensation Committee, positions him central to pay governance and risk oversight .
- Attendance and engagement: Board/committee attendance thresholds met; committees active (Audit 10 meetings; Compensation 7 meetings in 2024), indicating engagement .
- Compensation alignment: Director pay is modest, with cash retainer plus small committee fee and time-vested options; no RSUs/PSUs or performance metrics for directors; equity awards vesting over three years suggests long-term alignment .
- Say-on-Pay and equity plan vote outcomes – RED FLAGS:
- 2025 Say-on-Pay failed (For 3,006,841; 42.66% of votes cast), suggesting shareholder concerns about executive pay practices; as Compensation Committee Chair, Rosgen may face investor scrutiny and should consider responsive changes (e.g., clearer performance linkage, reduced discretion) .
- 2017 Stock Option and Incentive Plan share increase (to 900,000) failed (For 2,897,020; 41.10% of votes cast), indicating resistance to equity pool expansion; signals caution on dilution and pay equity mix .
- Related-party risk: No related-party transactions disclosed for Rosgen; board processes annual questionnaires and CEO review of related-party transactions .
- Governance policies: Regular executive sessions; Code of Business Conduct and Ethics; Insider Trading Policy filed; indemnification agreements in place—supports governance infrastructure .
Implications: Failed 2025 pay and plan votes elevate governance risk and investor pressure on compensation oversight. As Compensation Committee Chair, Rosgen’s responsiveness (e.g., engaging shareholders, tightening performance metrics for executives, revisiting equity usage and dilution) will be closely watched; stable director pay structure and independent status mitigate personal conflicts but do not offset broader pay program concerns .