Timothy Fiori
IMMUCELL CORP /DE/About Timothy Fiori
Timothy C. Fiori is Chief Financial Officer (CFO) of ImmuCell, appointed effective April 7, 2025 (age 46), after ~24 years at IDEXX Laboratories, most recently as Senior Director of Finance, Commercial Operations since 2020; he holds a B.S. in Finance from the University of Maine (2001) . He joined ImmuCell’s Board of Directors on October 29, 2025 and also serves as Secretary and Treasurer; he is not assigned to any board committees as of that filing . Company-level performance context during the most recent year: 2024 Total Shareholder Return (TSR) measured from a 2020 $100 base was $87, and net loss was $2,157 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDEXX Laboratories | Senior Director, Finance – Commercial Operations (most recent), plus various finance and commercial operating roles | Since 2020 in Sr. Director role; ~24 years total to 2025 | — |
Citations: IDEXX tenure and role
External Roles
Skip – none disclosed specific to Fiori in cited filings.
Fixed Compensation
| Item | Value | Effective Date | Notes |
|---|---|---|---|
| Base salary | $250,000 | April 7, 2025 | Eligible to participate in employee benefit plans and the 2017 Stock Option and Incentive Plan |
Performance Compensation
| Incentive Component | Metric | Weighting | Target | Actual | Payout | Vesting/Conditions |
|---|---|---|---|---|---|---|
| Retention bonus #1 | Tenure to October 7, 2025 | — | Continuous employment to 10/7/2025 | — | $10,000 | Pay within 30 days of 10/7/2025 |
| Retention bonus #2 | Tenure to April 7, 2026 | — | Continuous employment to 4/7/2026 | — | $35,000 | Pay within 30 days of 4/7/2026; earlier payment if terminated other than for Cause or upon Change in Control |
| Annual incentive (FY25–FY26) | Performance objectives per Exhibit A (undisclosed) | — | As specified in Exhibit A | — | $40,000 | Pay after 4/7/2026 if employed on 4/7/2026; becomes payable upon involuntary termination other than for Cause in connection with a Change in Control prior to 4/7/2026 |
Notes:
- “Cause” and “Change in Control” definitions are in the Incentive Compensation Agreement .
- The Company also uses separate Incentive Compensation Agreements for executives to tie cash bonuses to regulatory and financial objectives in a given year (structure referenced for other NEOs) .
Equity Ownership & Alignment
| Measure | Amount | As-of Date |
|---|---|---|
| Beneficial ownership (shares) | 0 | April 14, 2025 |
| Beneficial ownership (%) | 0.0% | April 14, 2025 |
| Equity awards outstanding | Not disclosed for Fiori; he is eligible under 2017 Plan | April 2025 eligibility |
| Employee option vesting convention | Options become exercisable three years after grant (company policy) | As disclosed for employees |
Plan context:
- Equity compensation consists of stock options under the 2010 and 2017 Plans; as of December 31, 2024, 664,000 options outstanding (weighted-average exercise price $6.46) and 151,500 shares available for future issuance . As of April 14, 2025, 457,500 options were outstanding under the 2017 Plan (174,500 exercisable) .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At will |
| Retention incentives | $10,000 if employed through 10/7/2025; $35,000 if employed through 4/7/2026; $35,000 payable earlier upon termination other than for Cause or upon Change in Control |
| Annual performance incentive | $40,000 if Exhibit A objectives are satisfied and employment continues through 4/7/2026; payable upon involuntary termination other than for Cause in connection with a Change in Control prior to 4/7/2026 |
| Change in Control (CIC) triggers | ≥35% beneficial ownership change; board composition change per 24-month test; merger/consolidation or asset sale with ownership/voting conditions; complete liquidation/dissolution or sale of substantially all assets |
| Severance multiples | Not disclosed; agreement provides CIC-related acceleration/early payment features as above |
Board Service and Governance
- Board appointment: Elected director October 29, 2025; also appointed Secretary and Treasurer .
- Committee roles: None; not assigned to any committee at appointment .
- Independence: Employee director; by company policy, officers who are directors do not receive additional fees for board/committee meetings and employee directors are not members of board committees . The proxy further states that except for employee directors, existing directors qualify as independent under Nasdaq rules .
- Leadership structure: Independent non-executive Chair (Dr. David S. Tomsche) since 2013; CEO and Chair roles are separated to avoid concentration of authority; portions of meetings are held without executive officers to ensure candid discussion .
Director Compensation (Context)
- Non-executive director compensation (2024): Annual cash fees generally $28,000, Audit Committee membership $2,000, Chair premium $12,000, plus stock option awards expensed over 3-year vesting; officers who are also directors receive no additional compensation for attendance and are not members of committees . Fiori, as an officer-director, is not eligible for these incremental director fees per policy .
Compensation Structure Analysis
- Cash vs equity mix: For Fiori, disclosed compensation is primarily fixed cash salary ($250,000) with discrete cash-based retention ($10,000 and $35,000) and a performance-based cash incentive ($40,000); specific equity grants are not disclosed, though he is eligible under the 2017 Plan .
- CIC features: Retention #2 becomes payable upon CIC regardless of tenure date; annual incentive becomes payable upon involuntary termination other than for Cause in connection with a CIC prior to 4/7/2026, indicating CIC-linked protections for near-term cash incentives .
- Committee oversight: Compensation and Stock Option Committee is independent, chaired by Steven T. Rosgen; recommendations subject to board approval; reliance on outside compensation data without external consultants in recent years .
Risk Indicators & Red Flags
- Section 16 compliance: Company reports timely compliance by directors and officers during 2024 .
- Related parties: Chair’s affiliated distributor purchases disclosed at arm’s-length; reviewed by management/board; not specific to Fiori .
- Governance mitigants: Independent Chair and executive-session practice reduce dual-role influence risk from an officer-director .
Investment Implications
- Near-term retention timeline: Cash milestones at 10/7/2025 ($10,000) and 4/7/2026 ($35,000), plus a $40,000 performance incentive contingent on Exhibit A, align Fiori’s incentives to remain through April 2026; CIC acceleration features create additional protections and potential payout timing shifts in strategic scenarios .
- Alignment and selling pressure: As of April 14, 2025, Fiori reported zero beneficial ownership (0.0%); equity awards for him are not disclosed yet, limiting near-term insider selling pressure signals tied to option vesting, though he is eligible under the 2017 Plan .
- Board dual role: Officer-director status reduces independence; mitigated by independent Chair and no committee assignments; no additional director pay applies to officers, minimizing compensation conflicts .
- Company performance context: 2024 TSR at $87 (from 2020 $100 base) and net loss of $2,157k highlight ongoing turnaround needs; CFO’s finance/commercial operations background from IDEXX is positioned to address reporting, costing, and efficiency opportunities cited by management .