Andy Arno
22nd Century GroupAbout Andy Arno
Andy Arno, 66, is Lead Independent Director at 22nd Century Group (XXII) and has served on the Board since 2023. He is an investment banker and strategic advisor with 30+ years’ experience, currently Managing Member of Unterberg Legacy, LLC (since 2023), and is designated an “audit committee financial expert.” He holds a B.S. from George Washington University and is deemed independent by the Board. He currently chairs the Audit Committee, and serves on the Compensation and Corporate Governance & Nominating Committees; post-2025 annual meeting he is slated to chair the Corporate Governance & Nominating Committee and remain on Audit and Compensation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unterberg Legacy, LLC | Managing Member | Since 2023 | Merchant bank/multi-family office leadership |
| Special Equities Group, LLC | Vice Chairman | 2015–2023 | Investment banking leadership |
| Emerging Growth Equities | Managing Director | 2013–2015 | Investment banking leadership |
| LOMUSA Limited | President | Not disclosed | Investment banking leadership |
| Unterberg Capital, LLC | Vice Chairman & Chief Marketing Officer | Not disclosed | Co-founder; investment advisory |
| Merriman Capital LLC / Merriman Holdings, Inc. | Vice Chairman & Head, Equity Capital Markets; Board of parent | Not disclosed | ECM leadership; public company board experience |
External Roles
| Organization | Ticker | Role | Status |
|---|---|---|---|
| SmithMicro Software, Inc. | SMSI | Director | Public company |
| Catheter Precision, Inc. | VTAK | Director | Public company |
| Independa, Inc. | — | Director | Private company |
| ComHear Inc. | — | Chairman | Private company |
Board Governance
- Class I Director, term expiring 2027; continues service alongside other directors.
- Lead Independent Director; Board Chair and CEO roles are combined, so the Lead Independent Director presides over executive sessions of independent directors.
- Independence: Board determined Arno is independent under Nasdaq rules; all Audit and Compensation members meet heightened independence.
- Committees and chair roles:
- Audit Committee: 2024 members Johnson, Salhany, Arno (Chair); five meetings; post-2025 Annual Meeting members Arno, Salhany, Keys (Chair).
- Compensation Committee: 2024 members Arno, Johnson, Salhany (Chair); two meetings; post-2025 Annual Meeting members Arno, Keys, Salhany (Chair).
- Corporate Governance & Nominating Committee: 2024 members Salhany, Arno, Johnson (Chair); three meetings; post-2025 Annual Meeting members Keys, Salhany, Arno (Chair).
- Attendance and engagement: Board held 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors met in executive session at most meetings.
- Over-boarding control: Corporate Governance Guidelines limit to no more than two other public company boards; Arno serves on two (SMSI, VTAK), within the guideline.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees earned (Arno) | $30,000 | Reduced cash and no equity due to restructuring; cash portion waived in part across directors |
| 2025 Annual cash retainer (non-employee) | $20,000 | Director cash retainer |
| 2025 Lead Independent Director cash | $20,000 | Additional cash for Chair of Board or Lead Independent |
| 2025 Audit Committee Chair cash | $10,000 | Committee chair cash |
| 2025 Compensation or CG&N Chair cash | $5,000 | Committee chair cash |
| 2025 Committee member cash | $5,000 | Per committee membership |
Performance Compensation
| Equity Award Structure (2025) | Value | Mix | Vesting |
|---|---|---|---|
| Lead Independent Director | $60,000 | 75% NQSOs / 25% RSUs | Annual vesting |
| Committee member (non-employee director) | $35,000 | 75% NQSOs / 25% RSUs | Annual vesting |
- Director equity awards are time-based; no director-specific performance metrics disclosed; dividends/equivalents prohibited on unvested awards; repricing/backdating prohibited under the plan.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None requiring disclosure under Item 404; no insider participation conflicts disclosed. |
| Related-party transactions | Policy requires Audit Committee review; 2023–2024 had no related party transactions except de minimis revenue tied to an executive’s external advisory role; no transactions implicating Arno disclosed. |
Expertise & Qualifications
- Investment banking and equity capital markets leadership; deep public markets and shareholder perspective.
- Audit committee financial expert designation; financial literacy under Nasdaq standards.
- Bachelor of Science, George Washington University.
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership Basis | Notes |
|---|---|---|---|
| Andrew Arno | 47 | * (less than 1%) based on 4,095,322 shares outstanding (Apr 28, 2025) | Table includes derivatives exercisable within 60 days; none listed for Arno |
- Insider Trading Policy prohibits hedging (e.g., short-selling); trading on MNPI prohibited.
Governance Assessment
- Strengths: Lead Independent Director role provides counterbalance to combined Chair/CEO structure; independent status and audit financial expert credential; active committee service; attendance threshold met; over-boarding policy observed; clawback policy adopted in compliance with Nasdaq Listing Rule 5608(a).
- Alignment signals: 2024 cash-only pay was modest ($30,000); equity-based director pay resumes in 2025 with time-based vesting to enhance ownership alignment.
- Watch items and red flags:
- Very low reported beneficial ownership (47 shares, <1%), suggesting limited current “skin in the game” pending 2025 equity awards.
- Committee leadership transitions post-2025 Annual Meeting (from Audit Chair to CG&N Chair) change oversight focus; continuity in audit oversight shifts to Keys as Chair.
- Company-level capital structure actions (reverse split authority; large warrant issuances) could create dilution and governance complexity; ongoing oversight of shareholder impact is warranted.