Donald Wright

About Donald A. Wright

Donald A. Wright is an independent director of ISCO, serving on the board since March 2007. He is Co‑Chairman of the Board at ISCO and has served since January 1, 2010 as CEO and President of SIS, Inc., a U.S. government services contractor; previously he founded Confluence Capital Group and was CEO/President of Pacific Aerospace & Electronics, Inc. (1995–2006). He is 73 years old per the 2025 proxy’s director table, and his core credentials are multi‑industry CEO, company founder, and governance leader at ISCO.

Past Roles

External Roles

Board Governance

• Independence and structure
  • Determined independent under Nasdaq rules; one of two independent directors (with Paul Maier) .
  • Co‑Chairman of the Board (alongside CEO), nominated by holders of Series G Preferred Stock, with nomination approved by the Compensation & Governance Committee and recommended to stockholders .
• Committee assignments and chair roles
  • Compensation & Governance Committee: Chairman; 1 meeting in FY 2024 (committee oversees executive/director pay, nominations, governance) .
  • Audit Committee: Member (Chair is Paul Maier; committee held 4 meetings in FY 2024; quarterly executive sessions with auditor) .
• Attendance and engagement
  • Board met once and acted by unanimous written consent once in 2024; each director attended at least 75% of board/committee meetings; independent directors meet in executive sessions each regular meeting .
  • In 2023, board met three times and acted by unanimous written consent two times; each director attended at least 75% .
  • All directors attended last year’s annual meeting of stockholders .

Fixed Compensation

Notes:

• Policy: Non‑employee directors receive annual cash compensation of $32,500; Mr. Wright receives an additional $15,000 per year for service as Co‑Chairman .
• No meeting fees disclosed; committee chair fees not disclosed (only board Co‑Chair fee is specified) .

Performance Compensation

Program features and metrics:

• Director equity policy: annual grant of 30,000 options vesting at earlier of 1‑year or next annual meeting (or earlier upon change‑in‑control); plus additional options equal to $65,000 divided by avg. 5‑day closing price, vesting quarterly, 10‑year term; exercise price at fair market value on grant date .
• No performance metrics (e.g., TSR, revenue/EBITDA) are tied to director compensation awards; awards are service‑based options .

Other Directorships & Interlocks

Expertise & Qualifications

• Multi‑industry CEO/operator (aerospace/defense/transportation; government services) and company founder experience cited as key board qualifications .
• Governance leadership at ISCO as Co‑Chairman and Chair of Compensation & Governance Committee; Audit Committee member .

Equity Ownership

Notes:

• Ownership percentages calculated by the company based on 8,004,389 shares outstanding plus derivative securities exercisable within 60 days on the respective dates .
• No pledging or hedging by Mr. Wright is disclosed; ISCO references an Insider Trading Policy (Exhibit 19.1 to 10‑K) but does not disclose director‑specific pledging/hedging statuses in the proxy .

Governance Assessment

• Board effectiveness and independence
  • Wright is one of two independent directors and holds significant governance roles (Co‑Chairman; Chair of Comp & Governance; Audit member). Committee coverage is robust relative to a small board; 2024 attendance thresholds met and independent executive sessions occur each regular meeting, supporting oversight quality .
• Compensation alignment
  • Director pay is modest in cash with the remainder in time‑vested options; equity vests quarterly or at one year, and accelerates upon change‑in‑control for the annual director grant—this tilts alignment toward stock price but lacks performance metrics, a typical structure for micro‑cap boards .
• Ownership alignment
  • Mr. Wright’s reported beneficial ownership increased from ~1.27M (13.69%) in 2024 to ~1.66M (9.66%) in 2025, with most attributable to option/convertible eligibility within 60 days—alignment is meaningful but largely derivative; no ownership guidelines disclosed for directors .
• Shareholder signals
  • 2025 votes: Mr. Wright was elected with 7,772,429 votes FOR vs. 19,267 WITHHELD; Say‑on‑Pay received 7,715,844 FOR vs. 73,393 AGAINST; stockholders preferred triennial Say‑on‑Pay frequency (7,593,833 votes for 3 years) .
• Conflicts and related‑party exposure
  • No related‑party transactions disclosed involving Mr. Wright. Related‑party items center on CEO loans and a co‑tenant lease with an entity owned by Dr. Kern, reviewed under Audit Committee oversight—areas to monitor but not linked to Wright .
• Control dynamics and nomination
  • Concentrated preferred stock voting control resides with CEO Semechkin and Dr. Kern; Wright’s nomination by Series G Preferred holders, though approved by the independent committee, suggests potential alignment sensitivities with preferred holders’ interests—an important governance context for his independence in compensation and audit oversight roles .

Risk indicators and red flags

• Board/committee concentration: With a small board, Wright serves as Co‑Chairman, Comp & Governance Chair, and Audit member—this concentration increases reliance on a limited number of independent directors for oversight. Monitor workload and potential oversight fatigue.
• Control concentration: Substantial preferred stock voting power by management (Semechkin/Kern) raises minority shareholder protection considerations; reinforces the importance of Wright’s independence and committee rigor.
• Related‑party backdrop: While not involving Wright, CEO loans and HQ lease with a Kern‑owned entity are ongoing RPTs under Audit Committee oversight—continued scrutiny warranted.

Additional references

• Audit Committee Report (Maier Chair; Wright member) and BDO fee profile support standard oversight cadence; Audit met four times in 2024, with independent auditor sessions .
• Compensation & Governance Committee met once in 2024; charter covers executive pay, director compensation, nominations, and governance matters .
• Director independence determinations reaffirmed in 2024 and 2025 proxies .