Anthony DiGiandomenico
About Anthony DiGiandomenico
Independent director at ENDRA Life Sciences (NDRA) since 2013; age 58. Co‑founder of MDB Capital Group LLC with a career centered on corporate finance and capital formation for growth companies. Education: MBA, Haas School of Business (UC Berkeley); BS in Finance, University of Colorado. He currently serves as Audit Committee Chair and has been designated an audit committee financial expert; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| MDB Capital Group LLC | Co‑founder; corporate finance and capital formation | 1997–present | Advised and financed early-stage biotech/medtech and other growth companies |
| The Digian Company | President & CEO (real estate development) | Prior to 1997 | Operating leadership prior to MDB founding |
| Provention Bio, Inc. (public) | Director | Jan 2017 – May 2020 | Board service at clinical-stage biopharma |
| Cue Biopharma, Inc. (public) | Director | Jan 2016 – Oct 2019 | Board service at immunotherapy company |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| ClearSign Technologies Corporation (Nasdaq: CLIR) | Director | May 22, 2025 | Current public company directorship |
Board Governance
- Independence: Board determined DiGiandomenico is independent under Nasdaq standards .
- Committees: Audit (Chair; also designated as SEC “audit committee financial expert”), Compensation (member). Not a member of Corporate Governance & Nominating .
- Committee composition (FY2024): Audit (BASN, DIGI chair, HARSH); Compensation (BASN chair, DIGI, HARSH); Corporate Governance & Nominating (HARSH chair, BASN) .
- Meetings/attendance: Board met 2 times in 2024; Audit met 4 times; Compensation and Nominating acted by written consent; no director attended less than 75% of Board/committee meetings .
- Leadership structure: CEO also serves as Chair; Board has not named a Lead Independent Director (governance oversight consideration) .
- Codes/policies: Code of Business Conduct in place; an insider trading policy governs directors, officers, and employees (anti‑hedging/pledging not explicitly stated in proxy text) .
Fixed Compensation
| Component | Amount / Terms | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $40,000 | Ongoing policy | Prorated; paid quarterly in arrears |
| 2024 Director fees (DiGiandomenico) | $40,000 | FY2024 | As reported in director compensation table |
| Annual option grant (policy baseline) | 600 options each Jan 1 (3‑yr vest) | Policy effective Jan 30, 2023 | Initial election grant: 2,500 options (3‑yr vest) |
Notes: Company did not issue annual options in Jan 2025 due to reverse splits; policy to be updated .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Grant Date FV / Exercise | Notes |
|---|---|---|---|---|---|
| RSU (in lieu of 2025 annual options) | Jul 11, 2025 | 5,384 RSUs | Cliff vest Jun 11, 2026 | N/A | One‑for‑one share settlement |
| Annual option (adjusted for 2024 reverse splits) | Jan 2, 2024 | 0.3429 sh (post‑split) | 3‑yr annual tranches | $954 FV; $2,782.50 exercise (post‑split) | Originally 600 options at $1.59 pre‑splits |
- Plan terms: Equity awards (including director awards) issued under the 2016 Omnibus Plan are subject to clawback policy and may be eligible for change‑in‑control treatment (acceleration/substitution/cash‑out at Board discretion) .
- Performance metrics: No performance‑conditioned director awards disclosed; vesting is service‑ or time‑based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| ClearSign Technologies (CLIR) | Director (current) | Adds external governance exposure; no NDRA transaction disclosed with CLIR |
| Provention Bio (former) | Director | Prior service—no current interlock |
| Cue Biopharma (former) | Director | Prior service—no current interlock |
| MDB Capital Group (private) | Co‑founder | Capital markets background; no related-party transactions disclosed with MDB in 2023–2025 proxy |
Expertise & Qualifications
- Capital markets and corporate finance expertise built through MDB Capital; experience spans biotech, medical devices, technology, and renewable energy .
- Audit financial expert; chairs Audit Committee overseeing financial reporting, internal control, auditor independence, and complaint procedures .
- Advanced education in finance/management (MBA Haas; BS Finance), supporting governance and oversight roles .
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Common | Other Securities | Notes |
|---|---|---|---|---|
| Anthony DiGiandomenico | 121,622 | 9.9% | Options: 9 sh; Warrants: 50,800 sh included; additional 90,844 sh warrants excluded by 9.99% cap | Ownership limited by 9.99% beneficial ownership blocker on warrants |
| Outstanding NDRA share counts (context) | 1,166,441 sh common (as of record date) | — | Pref: 17.488 sh Series A (≈1 vote/sh) | Record date Oct 16, 2025 |
Breakdown and blocker details for DiGiandomenico: 70,881 common; 9 option shares; 50,800 warrant shares counted; 90,844 warrant shares excluded per 9.99% limiter .
Insider Purchases / Related Transactions (Signal)
| Date | Security | Amount/Price | Participation | Notes |
|---|---|---|---|---|
| May 2, 2023 | Public offering: 48 common + 24 warrants | ≈ $100,000 | Director purchase | Bought at public terms |
| Oct 15, 2025 | Private placement: common + warrants | $500,000 at $7.06/sh | Director purchase | Same terms as other investors, higher price per Nasdaq rules |
These insider purchases signal alignment (skin‑in‑the‑game) but are “related person transactions” reviewed under NDRA policy .
Governance Assessment
- Strengths
- Independent director; Audit Committee Chair and designated audit committee financial expert—supports effective financial oversight .
- Significant personal ownership (~9.9%) with additional unexercised warrants, indicating high alignment with shareholders, constrained by 9.99% blocker .
- Active governance engagement: Audit Committee met 4 times in 2024; no <75% attendance flags .
- Watch items / potential red flags
- Board met only twice in 2024 and both Compensation and Nominating acted by written consent—monitor meeting cadence and depth of oversight .
- CEO/Chair roles combined and no Lead Independent Director—elevates importance of strong committee leadership and executive sessions .
- Director participation in capital raises—aligned but constitutes related party transactions; ensure continued robust independent review and pricing discipline .
- Director equity program shifted from options to time‑based RSUs in 2025 due to extreme reverse splits—watch for structure changes that may reduce performance sensitivity .
Appendix: Board & Committee Snapshot (FY2024)
- Audit: DiGiandomenico (Chair; financial expert), Basenese, Harsh. Met 4 times .
- Compensation: Basenese (Chair), DiGiandomenico, Harsh. Acted by written consent .
- Corporate Governance & Nominating: Harsh (Chair), Basenese. Acted by written consent .
Notes on Policies
- Insider trading policy applies to directors, officers, and employees; proxy text does not explicitly disclose anti‑hedging/anti‑pledging provisions—status unknown from proxy .
- Director compensation policy (effective Jan 30, 2023): $40,000 cash retainer; initial option grant (2,500 options, 3‑yr vest); annual options (600 options, 3‑yr vest). 2025 annual equity replaced by RSU grant (5,384 RSUs; 1‑yr vest) due to reverse splits; policy update forthcoming .