Anthony DiGiandomenico
About Anthony DiGiandomenico
Anthony DiGiandomenico, 59, serves as Head of New Venture Discovery and as a director of MDB Capital Holdings (MDBH). He has served on the board since the Company’s inception on August 10, 2021, and co‑founded Public Ventures (formerly MDB Capital Group) in 1997, focusing on financing early-stage disruptive technologies . He holds an MBA from UC Berkeley’s Haas School of Business and a BS in Finance from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Ventures (fka MDB Capital Group) | Co‑Founder; Investment banker to early-stage tech/biotech companies | 1997–present | Platform for financing venture-stage public companies |
| Provention Bio, Inc. | Director | Jan 2017–May 2020 | Board member |
| Cue Biopharma, Inc. | Director | Jan 2016–Oct 2019 | Board member |
| ENDRA Life Sciences (Nasdaq: NDRA) | Director | Jul 2013–present | Board member |
External Roles
| Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| eXoZymes, Inc. | Private (MDBH owns ~47%) | Director | Current |
| ClearSign, Inc. | Private | Director | Current |
| ENDRA Life Sciences (NDRA) | Public | Director | Jul 2013–present |
Board Governance
- Independence: The Board determined that Mr. DiGiandomenico is not independent under Nasdaq/SEC rules .
- Committee assignments: MDBH’s only standing committee is the Audit Committee (independent-only); current members are Daniel Torpey (Chair), Susanne Meline, and Sean Magennis—Mr. DiGiandomenico is not a member .
- Lead Independent Director: Daniel Torpey was appointed Lead Independent Director on February 13, 2025 .
- Attendance: In FY2024 the Board met four times, and each incumbent director attended at least 75% of Board and applicable committee meetings .
- Controlled company: MDBH is a controlled company (super-voting Class B shares represent ~85% of voting power) and relies on exemptions from Nasdaq rules for a majority-independent board and for separate Compensation and Nominating Committees .
- Policies: Insider trading policy with blackout periods and 10b5‑1 preclearance; no Rule 10b5-1 adoptions/terminations in the last fiscal quarter; clawback policy adopted for incentive compensation tied to financial measures .
Fixed Compensation
Mr. DiGiandomenico is an executive-director and thus receives no director fees (policy: directors who also receive salaries are not paid director fees). His fixed pay is via executive salary.
| Metric | 2023 | 2024 |
|---|---|---|
| Executive Base Salary (USD) | $300,000 | $300,000 |
| Director Retainer | Not applicable per policy | Not applicable per policy |
Policy: MDBH plans not to provide director fees to board members who also receive salaries from MDB or subsidiaries .
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Stock Awards (Grant-Date FV) | $0 | $340,500 | Equity awards under 2022 Plan |
| Option Awards (Grant-Date FV) | $12,650 | $12,673 | Exercise price $2.44; expiration 01/31/2028 on grants shown below |
Equity plan vesting/performance mechanics (company-wide):
- Time-based vesting: Typical RSUs vest 20% at month 13 from listing, then 10% of original amount every six months until year 5, with full vest at 5-year anniversary .
- Performance-based vesting: Additional tranches vest upon achieving 90 consecutive calendar days with an average price ≥$20 or ≥$25 (adjusted for distributions) and average monthly trading volume ≥2,000,000 shares within the 5-year window post-grant .
- Change-in-control: Acceleration at discretion per plan provisions .
| Award | Metric/Condition | Specifics |
|---|---|---|
| RSUs (performance tranches) | Share price and liquidity | 90-day average price ≥$20 or ≥$25 plus average monthly volume ≥2,000,000 within 5 years; distribution-adjusted |
| RSUs (time-based) | Service | 20% at ~13 months post-listing, then 10% of original amount every 6 months to year 5 |
| Clawback | Restatement-based | Recovery of “excess” incentive comp for executives upon accounting restatement (no misconduct requirement) |
Other Directorships & Interlocks
| Company | Relationship | Related-Party Transactions | Amounts/Notes |
|---|---|---|---|
| ENDRA Life Sciences (NDRA) | Mr. DiGiandomenico is a director | PatentVest (MDBH subsidiary) engaged in transactions; no revenue recognized; costs incurred were expensed | $80,995 costs in 2024; $16,665 costs in 2023 (deferred) |
| eXoZymes, Inc. | Mr. DiGiandomenico is a director; MDBH owns ~47% | PatentVest recognized revenue for services | $41,400 revenue in 2024; included in related-party receivable $63,759 at YE (with $22,359 officer tax reimbursement repaid by Jan 31, 2025) |
| MDB Capital S.A. (Nicaragua) | Owned by Marlett and DiGiandomenico; provides outsourced services to MDBH | Service fees paid by MDBH | $1,485,822 (2024) and $1,123,401 (2023) |
Expertise & Qualifications
- Early-stage venture financing across biotech, medical devices, high technology, and renewable energy; co‑founded Public Ventures in 1997 .
- MBA (Haas) and BS Finance (University of Colorado) .
- Multi-company public board experience (NDRA, Provention Bio, Cue Biopharma) and current roles at eXoZymes and ClearSign, Inc. .
Equity Ownership
| Security | Amount | % of Class | Combined Voting Power |
|---|---|---|---|
| Class A Common Shares | 80,693 | 1.6% of Class A | — |
| Class B Common Shares | 1,245,000 | 24.9% of Class B | 21.1% of total voting power |
| RSUs (not in totals) | 900,000 RSUs outstanding (vest through Apr 2027) | — | — |
Options and equity as of reporting dates:
- As of Dec 31, 2024: 20,343 options exercisable; 5,627 unearned under equity incentive plan; exercise price $2.44; expiration 01/31/2028 .
- As of Dec 31, 2023: 15,149 options exercisable; 21,642 unearned; exercise price $2.44; expiration 01/31/2028 .
| Date | Exercisable Options | Unearned Options | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/31/2023 | 15,149 | 21,642 | $2.44 | 01/31/2028 |
| 12/31/2024 | 20,343 | 5,627 | $2.44 | 01/31/2028 |
Section 16 compliance: Based on company review, all directors/officers complied with Section 16(a) in FY2024 .
Governance Assessment
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Strengths:
- Significant domain and financing expertise; extensive public board experience; advanced business education .
- Audit Committee comprised solely of independent directors; presence of a Lead Independent Director (Torpey) enhances independent oversight .
- Company has adopted a clawback policy consistent with SEC rules and maintains insider trading controls with blackout periods and preclearance .
- Attendance threshold met (≥75% for FY2024) .
-
Key risks and RED FLAGS:
- Controlled Company: Mr. DiGiandomenico jointly holds all Class B super‑voting shares with the CEO, conferring outsized influence; he personally holds 21.1% combined voting power. This reduces minority shareholder protections and board independence .
- Independence and committees: He is a non‑independent executive-director; MDBH has no Compensation or Nominating Committee under controlled company exemptions, concentrating authority at the full Board level .
- Related-party exposure: Material ongoing services paid to MDB Capital S.A., which he co-owns, of $1.49M in 2024; transactions with companies where he serves as director (ENDRA, eXoZymes) via PatentVest create potential conflicts, albeit subject to Audit Committee review .
- Director compensation structure: No director fees for executive-directors; incentive alignment primarily through significant RSUs/options and Class B voting control, which may diverge from Class A economic holders .
Overall, while DiGiandomenico brings deep venture and sector-specific expertise, investors should weigh the controlled-company structure, non-independence, and related‑party transactions against the presence of an independent Audit Committee and formal clawback/insider trading safeguards .