DEF 14A of Immucell Corp /De/
Filed Apr 24, 2026 · FY20250001437749-26-013234
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION As a matter of Company policy, no executive or other employee of the Company who also is a director receives additional compensation for service on the Board of Directors or for attendance at board meetings or committee meetings. Effective January 1, 2026, the annual fee paid to non-employee directors was increased from $30,000 to $40,000, and the additional fee for committee membership was discontinued. The Company does pay an additional fee to the Chair of the Board of Directors for service in that capacity; such additional fee is $12,000 per year. Dr. Tomsche has served as Chair since 2013. All fees paid to directors are paid quarterly at the end of the quarter during which they are earned. The following table contains information as to the compensation paid by the Company to its non-employee directors for services rendered during the year ended December 31, 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Option Awards(1)(2) | Total | | Gloria J. Basse | $28,000 | $23,900 | $51,900 | | Bryan K. Gathagan(3) | $30,000 | $23,900 | $53,900 | | Steven T. Rosgen(3) | $30,000 | $23,900 | $53,900 | | David S. Tomsche, D.V.M. | $40,000 | $23,900 | $63,900 | | Paul R. Wainman | $30,000 | $23,900 | $53,900 |
DIRECTOR COMPENSATION
| (1) This amount represents the total non-cash compensation expense related to stock options granted on April 16, 2025. Each of the then serving outside directors was granted non-qualified stock options to purchase 10,000 shares of common stock under the 2017 Stock Option and Incentive Plan. These options have an exercise price equal to $5.49 per share, which was the closing stock price on the date of grant. Under the original grant terms, these options vest on April 16, 2028 and expire if not exercised by April 16, 2030. In March 2026, the Board approved amendments under which these options vest in three annual increments on the first, second, and third anniversaries of the date of grant. | | (2) As of December 31, 2025, the aggregate number of stock options outstanding for each non-employee director was as follows: Ms. Basse - 40,000; Mr. Gathagan - 35,000; Mr. Rosgen - 40,000; Dr. Tomsche - 40,000; and Mr. Wainman - 40,000. | | (3) Mr. Rosgen and Mr. Gathagan each retired as directors of the Company effective April 1, 2026 and April 15, 2026, respectively. |
DIRECTOR COMPENSATION
Subsequent Events In March 2026, the Board of Directors adopted a new policy allowing for an extended period of exercisability of stock options granted to directors. Upon termination of the holder's service as a director, if the director is in good standing with the Company (as determined by the board, in its sole discretion) and has served as an independent director of the Company for at least the past 48 months, the then-vested portion of his or her option will remain exercisable through the remainder of the original term of the option. Subject to the authority of the Compensation Committee to further modify terms in its discretion, a stock option generally will expire one month or three months (as referenced in the option agreement) after the holder's termination of service. Furthermore, without limiting the discretion of the board otherwise to accelerate vesting, the board also adopted a policy that each director option agreement shall provide for full mandatory acceleration in the event of a change in control of the Company (as defined in the option agreement or incorporated by reference into such agreement). These changes in policy apply not only to new stock option grants to directors but also apply retroactively to any previously granted director stock options still outstanding. In that same action, the board changed the vesting pattern for director stock options (both for new options and, retroactively, for prior options still outstanding) such that each such option is to vest in three equal increments on the first, second, and third anniversaries of the date of grant (rather than vesting on the third anniversary of the date of grant). Newly granted director options (but not any previously granted options) will carry a term of ten years (rather than five years, as had been the Company’s recent practice). Consistent with the above-described changes in policy, when Mr. Rosgen retired as director effective April 1, 2026, he received the benefit of an extended exercise period through the original termination dates of four prior stock options (with termination dates ranging from June 17, 2026 to April 16, 2030). One such option was granted April 16, 2025, to purchase 10,000 shares at $5.49 per share. When granted the option vested in three years. That vesting schedule changed to annual vesting over three years under the above-described changes in policy. In view of Mr. Rosgen’s retirement, the Compensation Committee voted to accelerate the initial vesting of that option by fifteen days, thereby allowing one-third of the 2025 grant to vest by April 1, 2026. In connection with his retirement, Mr. Gathagan received the benefit of board action which somewhat accelerated an option earlier granted to him. At the time first appointed to the board, Mr. Gathagan was granted a non-qualified stock option to purchase 15,000 shares of common stock under the 2017 Stock Option and Incentive Plan, with terms similar to those previously granted to other directors. That stock option, with an exercise price equal to $5.11 per share, was scheduled to vest on June 28, 2026. On April 7, 2026, the board voted to accelerate the vesting of this option by sixty-five days to April 13, 2026, thereby allowing this grant to vest before Mr. Gathagan retired from service in good standing as a director. On April 16, 2025, Mr. Gathagan was granted a non-qualified stock option to purchase 10,000 shares of common stock under the 2017 Stock Option and Incentive Plan, with an exercise price equal to $5.49 per share. Under the board’s retroactive adjustment of vesting dates, one-third of that option was to vest on April 16, 2026. The Compensation Committee voted to accelerate that vesting by one day, thereby allowing this grant to vest in part before Mr. Gathagan’s retirement date. To further standardize Company practice in granting compensatory stock options to non-employee directors, the board in March 2026 took action directing the Compensation Committee to make annual stock option grants to independent directors as of April 15 each year, in formulaic amounts. The following grants were made on April 15, 2026: Ms. Turner, Dr. DiMarco and Dr. Guillemette were each granted non-qualified stock options to purchase 17,899 shares of common stock under the 2017 Stock Option and Incentive Plan. These options have an exercise price equal to $7.60 per share, which was the fair market value on the date of grant, and they vest in three equal installments on April 15, 2027, April 15, 2028 and April 15, 2029. Additionally, Ms. Basse, Dr. Tomsche, and Mr. Wainman were each granted non-qualified stock options to purchase 11,933 shares of common stock under the 2017 Stock Option and Incentive Plan. These options have an exercise price equal to $7.60 per share, which was the fair market value on the date of grant, and they vest in three equal installments on April 15, 2027, April 15, 2028 and April 15, 2029. All of the April 15, 2026 option grants will expire if not exercised by April 15, 2036.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Under the By-laws, executive officers are elected by the Board of Directors at its first meeting following each Annual Meeting of Stockholders of the Company, and each serves on the Board for a one-year term and until his or her successor is chosen and qualified, but all officers are employees of the Company “at will”, and their service may be terminated at any time without payment of severance or similar benefits, except as described below under “EMPLOYMENT AGREEMENTS”. As of the date of this Proxy Statement, the Company has three executive officers, as follows:
EXECUTIVE COMPENSATION
| BOBBI JO BROCKMANN Age: 50 Officer since: February 2015 | Ms. Brockmann served as a Director of the Company from March 2017 to September 2017 and from January 2018 to April 15, 2026. She was promoted to Vice President of Sales and Marketing in February 2015. She joined the Company as Director of Sales and Marketing in January 2010. Prior to that, she had been employed as Director of Sales since May 2008 and Sales Manager from February 2004 to April 2008 at APC, Inc. of Ankeny, Iowa, a developer and marketer of functional protein products for animal health and nutrition. Prior to that, she held other sales and marketing positions at APC, W & G Marketing Company, Inc. of Ames, Iowa, The Council for Agricultural Science and Technology of Ames, Iowa and Meyocks Group Advertising of West Des Moines, Iowa after graduating from Iowa State University. She was promoted to Senior Vice President of Sales and Marketing in January 2026. | | TIMOTHY C. FIORI Age: 47 Officer since: April 2025 | Mr. Fiori has served as Director of the Company since October 2025. He is not standing for re-election to the board at the 2026 Annual Meeting of Stockholders, but has stated his intention to complete his present term of office through the date of such meeting. Mr. Fiori joined the Company as Chief Financial Officer in April 2025. During the previous 24 years, Mr. Fiori held various financial and commercial operating positions at IDEXX Laboratories in Westbrook, Maine, most recently as its Senior Director Finance, Commercial Operations since 2020. He graduated with honors from the University of Maine, Orono with a Bachelor of Science degree in Finance in 2001. | | PAUL OLIVIER TE BOEKHORST | Information concerning the background and experience of Mr. te Boekhorst and the period during which he has served in his current capacity is set forth below under the caption “ELECTION OF THE BOARD OF DIRECTORS (Proposal One)”. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table contains information as to the total compensation paid by the Company to its named executive officers (NEOs) for services rendered during the years ended December 31, 2025 and 2024:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Option Awards(2) | All Other Compensation(3) | Total | | Paul Olivier te Boekhorst | 2025 | $69,231 | $100,000 | $503,269 | $3,434 | $675,934 | | President and Chief Executive Officer | 2024 | $0 | $0 | $0 | $0 | $0 | | Michael F. Brigham | 2025 | $383,999 | $100,000 | $0 | $347,010 | $831,009 | | Former President, Chief Executive Officer, Treasurer and Secretary | 2024 | $357,592 | $0 | $0 | $35,017 | $392,609 | | Bobbi Jo Brockmann | 2025 | $302,212 | $90,000 | $15,500 | $33,604 | $441,316 | | Senior Vice President of Sales and Marketing | 2024 | $279,765 | $52,537 | $0 | $32,101 | $364,403 | | Timothy C. Fiori | 2025 | $182,692 | $85,000 | $93,000 | $8,752 | $369,444 | | Chief Financial Officer, Treasurer and Secretary | 2024 | $0 | $0 | $0 | $0 | $0 |
SUMMARY COMPENSATION TABLE
| (1) Bonus (or variable compensation) is reported in the year earned, even if paid in the beginning of the next year. Paul Olivier te Boekhorst earned a sign-on bonus in 2025. Michael F. Brigham earned a $50,000 retention bonus in 2025 associated with the Company's hiring of a new Chief Executive Officer and earned a $50,000 performance bonus in 2025. Bobbi Jo Brockmann earned $52,537 and $90,000 performance bonuses in 2024 and 2025. Timothy C. Fiori earned a $45,000 retention bonus and $40,000 for performance bonus in 2025. The executive officer performance bonuses were contingent on achieving certain financial, strategic and operational targets set in advance. | | (2) This amount represents the total non-cash compensation expense related to stock option awards granted during the year that they were earned, which is being expensed over the three-year vesting period from grant date. | | (3) This amount includes Company-paid contributions to a 401(k) Plan, health insurance premiums and life insurance premiums that are available to all employees of similar employment status, if elected. The 2025 amount for Mr. Brigham includes $300,000 of conditional deferred compensation originally awarded to him in 2022 and paid out in January 2025 according to its terms, as described below. |
SUMMARY COMPENSATION TABLE
Generally during the first quarter of each year, annual salaries and bonuses for these named executive officers are determined at the discretion of the Compensation and Stock Option Committee. Effective on April 7, 2025 (his initial date of hire), Mr. Fiori's base salary rate was $250,000 per year. Effective December 1, 2025 through December 31, 2026, the Company is contributing approximately $8,758 per year towards the cost of employee only health insurance and $24,543 per year towards the cost of family health insurance coverage, for each employee who qualifies and opts in. Effective December 1, 2024 through November 30, 2025, this annual contribution was approximately $21,433. Effective December 1, 2023 through November 30, 2024, this annual contribution was approximately $20,755. Mr. te Boekhorst elected the employee-only health insurance coverage. Mr. Brigham and Ms. Brockmann elected the family health insurance coverage. Mr. Fiori elected to receive an opt-out payment of $3,840 per year because he has health insurance coverage through his spouse.
OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS Stock options are the only outstanding form of equity awards to the Company’s employees and directors. The following table contains information on stock options held by the Company’s NEOs that were outstanding as of December 31, 2025:
OUTSTANDING EQUITY AWARDS
| Name | Number of Shares Underlying Unexercised Stock Options - Exercisable | Number of Shares Underlying Unexercised Stock Options - Unexercisable | Stock Option Exercise Price | Date of Grant | Expiration Date | | Paul Olivier te Boekhorst(1) | 0 | 75,983 | $5.90 | 09/16/2025 | 09/16/2035 | | | 0 | 74,277 | $6.10 | 11/07/2025 | 11/07/2035 | | Michael F. Brigham(2)(3) | 25,000 | 0 | $5.84 | 02/10/2017 | 02/09/2027 | | | 20,000 | 0 | $7.80 | 01/08/2018 | 01/07/2028 | | | 1,000 | 0 | $8.15 | 06/15/2022 | 06/14/2032 | | Bobbi Jo Brockmann(2) | 10,000 | 0 | $5.84 | 02/10/2017 | 02/09/2027 | | | 7,500 | 0 | $7.80 | 01/08/2018 | 01/07/2028 | | | 10,000 | 0 | $5.18 | 12/11/2019 | 12/10/2029 | | | 18,000 | 0 | $8.15 | 01/31/2022 | 01/30/2032 | | | 0 | 5,000 | $5.49 | 04/16/2025 | 04/16/2035 | | Timothy C. Fiori(2) | 0 | 30,000 | $5.49 | 04/16/2025 | 04/16/2035 |
OUTSTANDING EQUITY AWARDS
| (1) These stock options become exercisable in three equal installments on the first, second, and third anniversaries of the date of grant. |
OUTSTANDING EQUITY AWARDS
| (2) These stock options become exercisable three years after the date of grant. | | (3) In connection with the transition services rendered in connection with Mr. Brigham's termination of employment, the exercise date for certain of his stock options was extended to March 27, 2026, instead of February 9, 2026. |
OUTSTANDING EQUITY AWARDS
Equity Compensation Plan Information The table below summarizes the common stock reserved for issuance upon the exercise of stock options outstanding under the 2010 Stock Option and Incentive Plan, the 2017 Stock Option and Incentive Plan, and the 2025 Stock Option and Incentive Plan, as of December 31, 2025 or that could be granted in the future:
OUTSTANDING EQUITY AWARDS
| | Number of shares to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of shares remaining available for future issuance under stock-based compensation plans (excluding shares reflected in first column of this table) | | Equity compensation plans approved by stockholders(1) | 651,500 | $6.24 | 101,000 | | Equity compensation granted as material inducement(2) | 75,983 | $5.90 | — | | Equity compensation plans not approved by stockholders(3) | 74,277 | $6.10 | 575,723 | | Total | 801,760 | $6.20 | 676,723 |
OUTSTANDING EQUITY AWARDS
(1) The shares in this row relate to the 2010 and 2017 Stock Option and Incentive Plans. (2) This award met the conditions of an inducement award under Nasdaq Listing Rule 5635(c) and thus is exempt from the stockholder approval requirements under that Rule. (3) The shares in this row relate to the 2025 Stock Option and Incentive Plan, as adopted by the Board of Directors on November 7, 2025 and subsequently amended by the Board. The Board is submitting this Plan, in its current form, for approval by stockholders at the 2026 Annual Meeting. See VOTE TO APPROVE THE COMPANY’S 2025 STOCK OPTION AND INCENTIVE PLAN (Proposal Three).
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following tables and related disclosures provide certain information regarding the relationship between the compensation actually paid to the Company’s President and CEO (CEO), and its other named executive officers (Other NEOs) and the Company’s financial performance, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. This disclosure does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following table sets forth the following for each of the last three completed fiscal years: (i) the total compensation of the CEO and the average of the total compensation paid to the Other NEOs, as presented in the Summary Compensation Table for such year, (ii) the compensation “actually paid” to the CEO and the average compensation “actually paid” to the Other NEOs, calculated pursuant to Regulation S-K, (iii) our Total Shareholder Return (TSR), illustrating the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock as of December 30, 2022 (approximately 16.39 shares valued at $6.10 per share) and (iv) our net loss as reflected in our audited financial statements for the applicable year.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for CEO Mr. te Boekhorst(1)(2) | Compensation Actually Paid to CEO Mr. te Boekhorst(2)(3) | Summary Compensation Table Total for Former CEO Mr. Brigham | Compensation Actually Paid to Former CEO Mr. Brigham(2)(3) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Loss (in thousands) | | 2025 | $675,934 | $699,369 | $831,009 | $831,709 | $405,380 | $405,155 | $101 | $(1,040) | | 2024 | $— | $— | $392,609 | $392,719 | $364,403 | $366,383 | $84 | $(2,157) | | 2023 | $— | $— | $395,235 | $394,505 | $323,521 | $310,381 | $83 | $(5,775) |
PAY VERSUS PERFORMANCE
| (1) The following NEOs are included in the table above: |
PAY VERSUS PERFORMANCE
| Year | CEO | Other NEOs | | 2025 | Paul Olivier te Boekhorst, Michael F. Brigham | Bobbi Jo Brockmann, Timothy C. Fiori | | 2024 | Michael F. Brigham | Bobbi Jo Brockmann | | 2023 | Michael F. Brigham | Bobbi Jo Brockmann |
PAY VERSUS PERFORMANCE
| (2) Represents the amount of total compensation reported for our CEO and former CEO in the "Total" column of the "Summary Compensation Table" for each fiscal year presented. | | (3) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s CEO, former CEO, and Other NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in the table below. Equity values are calculated in accordance with Accounting Standards Codification 718. |
PAY VERSUS PERFORMANCE
| Year | | 2025 | | Summary Compensation Table (SCT) Total for Mr. te Boekhorst | | $675,934 | | Deductions | Grant date fair value of stock option awards granted during fiscal year as reported in the SCT | (503,269) | | | Fair value as of year end of outstanding and unvested stock option awards granted during fiscal year | 526,704 | | Additions | Change in fair value (comparing year end to the end of prior fiscal year) of stock option awards granted in a prior fiscal year that are outstanding and unvested at year end | 0 | | | Fair value of stock option awards on vest date for stock option awards granted and vested during fiscal year | 0 | | | Change in fair value (comparing the vesting date to the end of the prior fiscal year) of stock option awards granted in a prior fiscal year that vested during the fiscal year | 0 | | Compensation Actually Paid to Mr. te Boekhorst | | $699,369 |
PAY VERSUS PERFORMANCE
| Year | | 2023 | 2024 | 2025 | | Summary Compensation Table (SCT) Total for Mr. Brigham | | $395,235 | $392,609 | $831,009 | | Deductions | Grant date fair value of stock option awards granted during fiscal year as reported in the SCT | 0 | 0 | 0 | | | Fair value as of year end of outstanding and unvested stock option awards granted during fiscal year | 0 | 0 | 0 | | Additions | Change in fair value (comparing year end to the end of prior fiscal year) of stock option awards granted in a prior fiscal year that are outstanding and unvested at year end | (730) | 110 | 0 | | | Fair value of stock option awards on vest date for stock option awards granted and vested during fiscal year | 0 | 0 | 0 | | | Change in fair value (comparing the vesting date to the end of the prior fiscal year) of stock option awards granted in a prior fiscal year that vested during the fiscal year | 0 | 0 | 700 | | Compensation Actually Paid to Mr. Brigham | | $394,505 | $392,719 | $831,709 |
PAY VERSUS PERFORMANCE
| Year | | 2023 | 2024 | 2025 | | Summary Compensation Table (SCT) Average Total for Other NEOs | | $323,521 | $364,403 | $405,380 | | Deductions | Grant date fair value of stock option awards granted during fiscal year as reported in the SCT | 0 | 0 | (54,250) | | | Fair value of stock option awards granted prior to fiscal year that were forfeited during fiscal year | 0 | 0 | (15,800) | | | Fair value as of year end of outstanding and unvested stock option awards granted during fiscal year | 0 | 0 | 63,525 | | Additions | Change in fair value (comparing year end to the end of prior fiscal year) of stock option awards granted in a prior fiscal year that are outstanding and unvested at year end | (13,140) | 1,980 | 0 | | | Fair value of stock option awards on vest date for stock option awards granted and vested during fiscal year | 0 | 0 | 0 | | | Change in fair value (comparing the vesting date to the end of the prior fiscal year) of stock option awards granted in a prior fiscal year that vested during the fiscal year | 0 | 0 | 6,300 | | Average Compensation Actually Paid to Other NEOs | | $310,381 | $366,383 | $405,155 |
PAY VERSUS PERFORMANCE
Description of Relationship Between CEO, Former CEO, and Other NEO Compensation Actually Paid and Company Total Stockholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, former CEO, the average of Compensation Actually Paid to Other NEOs, and the Company’s TSR during the three-year period ended December 31, 2025. Description of Relationship Between CEO and Other NEO Compensation Actually Paid and Net Loss of the Company The following chart sets forth the relationship between Compensation Actually Paid to our CEO, Former CEO, and the Average Compensation Actually Paid to Other NEOs, and the Company’s Net Loss during the three-year period ended December 31, 2025.
ELECTION OF THE BOARD OF DIRECTORS (Proposal One)
ELECTION OF THE BOARD OF DIRECTORS (Proposal One) Each of the seven persons listed below has been nominated to serve as a director until the next Annual Meeting of Stockholders and until his or her successor is chosen and qualified. Proxies in the enclosed form which are executed and returned will be voted (unless otherwise directed) FOR election as directors of the nominees listed below:
ELECTION OF THE BOARD OF DIRECTORS (Proposal One)
| GLORIA J. BASSE Age: 66 Director since: June 2020 | Ms. Basse joined the Board of Directors at the 2020 Annual Meeting of Stockholders and the Compensation and Stock Option Committee at the same time. She joined the Nominating Committee as its Chair in June 2024 and the Strategy & Technology Committee in April 2026. Ms. Basse has been the senior executive director of Tonisity International, an animal nutrition company with offices in Ireland, Brazil and the United States, from 2017 to the present. Since 2016, Ms. Basse has been a Senior Associate at the Context Network, a business management and strategy consulting firm providing services to agriculture, biotechnology and food companies. She held various positions at Zoetis Inc. from 1985 to 2015 and most recently served as Vice President of its U.S. pork business. Ms. Basse is a graduate of the University of Wisconsin and earned her Masters in Business Administration from the University of Rochester. | | DAVID S. TOMSCHE, D.V.M. Age: 69 Director since: December 2006 | Dr. Tomsche was appointed to serve as Chair of the Board of Directors in February 2013. He joined the Compensation Committee in June 2024. He served on the Nominating Committee of the Board of Directors until September 2017. He served on the Audit Committee from February 2014 through March 2014 and from June 2021 through June 2024. He is a large animal veterinarian and owner of Leedstone Inc. (formerly Stearns Veterinary Outlet, Inc., an animal health distribution and milking system installation company) and of J-t Enterprises of Melrose, Inc., an exporter of ImmuCell products. He also is a dairy producer. He obtained his degrees from the University of Minnesota. | | PAUL R. WAINMAN Age: 61 Director since: March 2014 | Mr. Wainman was appointed to the Board of Directors on March 31, 2014 and is a member of the Audit and Nominating Committees and serves as Chair of the Audit Committee. He qualifies to serve as a “financial expert” given his background in accounting and finance. Mr. Wainman served as Chief Financial Officer of Hancock Lumber, a 725-employee lumber and building products company located in Casco, Maine, from February 2016 and its President and CFO from January 2020 until, most recently, becoming President and CEO in January 2023. From April 2015 until February 2016, he was a business strategy and financial consultant specializing in the paper and greeting card industry. Prior to that, he was President of Kleinfeld, a personalized wedding stationery company, from September 2013 until April 2015. From 2005 to 2012, he was President and CEO of William Arthur, Inc., a division of Hallmark Cards, where he led a 275-employee manufacturer of luxury stationery products. Prior to that, he served another division of Hallmark Cards as CFO and COO from 1998 to 2004. He obtained a degree in Accounting and Financial Control from Sheffield City University in England and qualified as a Chartered Accountant of England and Wales in 1990. |
ELECTION OF THE BOARD OF DIRECTORS (Proposal One)
| ANTHONY A. DIMARCO Age: 63 Director since: April 2026 | Dr. DiMarco was appointed to the Board of Directors as of April 15, 2026 and serves on the Compensation and Stock Option Committee, the Nominating Committee, and the Strategy & Technology Committee. He worked at IDEXX Laboratories for 21 years prior to his retirement in 2024, where he had roles leading Regulatory Affairs, manufacturing and R&D as Vice President, Global Manufacturing and Vice President Infectious Disease Research and Development. Dr. DiMarco also worked at Abbott Laboratories where he held leadership positions in Product Development, Scientific Affairs, and Quality Assurance. Dr. DiMarco is the Board Chair at Educate Maine and a Founder/Director at Maine Wood Banks. Dr. DiMarco holds a B.S. in Biology from the University of Connecticut and a Ph.D. in Microbiology from the University of Illinois. | | GILLES GUILLEMETTE Age: 64 Director since: April 2026 | Mr. Guillemette was appointed to the Board of Directors as of April 15, 2026. He is a member of the Audit Committee and Chairs the Strategy & Technology Committee. He brings over 30 years of leadership experience in Animal Health with a depth of experience across publicly traded companies (Bayer, Elanco, Chewy, Trupanion), private equity platforms and founder-owned businesses across North America and Europe. Currently he serves as an Operating Partner at ARCHIMED, a global healthcare investment firm where he was hired to focus on the newly formed Practice of Animal and Environmental Health. As a veterinarian by training and a former CEO, General Manager and Operating Partner, Mr. Guillemette offers a differentiated combination of clinical credibility, strategic oversight and capital allocation. He has held senior executive roles with full P&L, led global strategy and business development and overseen complex regulated operations across North America and Europe. Mr. Guillemette holds a Degree in Veterinary Medicine from the Nantes Veterinary School in France. | | KATHY V. TURNER Age: 62 Director since: April 2026 | Ms. Turner was appointed to the Board of Directors as of April 1, 2026. She is a member of the Audit Committee and a member and Chair of the Compensation Committee. She is a member of the Strategy & Technology Committee. Ms. Turner brings more than three decades of commercial executive leadership experience in global healthcare and animal health markets and previously served on the Board of Directors of Elanco Animal Health, a leading animal health company. From 2014 to 2023, she held senior leadership roles at IDEXX Laboratories, including most recently serving as Chief Marketing Officer and Senior Vice President of International Operations, where she contributed to sustained double-digit growth across international markets. Prior to that, Ms. Turner spent nearly 30 years at Abbott Laboratories, where she held multiple leadership roles in global commercial operations. She currently serves on the Board of Veterinarians Without Borders. Ms. Turner received a B.S. in Marketing and Advertising from Syracuse University. | | PAUL OLIVIER TE BOEKHORST Age: 54 Officer since: November 2025 Director since: November 2025 | Mr. te Boekhorst was appointed President, Chief Executive Officer, and Director of ImmuCell in November 2025. He brings over 25 years of leadership experience in animal health. Before joining ImmuCell, he served as an Operating Partner at ARCHIMED, a global healthcare investment firm where he focused on animal health investments and served as Chief Executive Officer and Chairman of a portfolio company. Prior to that, Mr. te Boekhorst was at IDEXX Laboratories in Westbrook, Maine from 2004 to 2022. He led IDEXX’s strategy and M&A activities from 2004 to 2008 and was the Senior Vice President and General Manager of IDEXX’s livestock and dairy antibiotic residue businesses, expanding innovation for producers worldwide and advancing solutions to support animal health and food safety. In addition to the livestock and dairy businesses, he was responsible for the Water Testing, OPTI Medical and Latin America Companion Animal Commercial Operations. Earlier in his career, he worked at The Boston Consulting Group. He serves as a member of the Board of SeqCenter, a Trustee of the Portland Symphony Orchestra, and as a Director of PortTIX. Mr. te Boekhorst holds a bachelor’s degree from Bard College and an MBA from Cornell University with a concentration in manufacturing operations. |
ELECTION OF THE BOARD OF DIRECTORS (Proposal One)
Each of these individuals brings distinct skills, perspectives, and attributes to the Board of Directors. Ms. Basse has extensive animal health marketing experience. Mr. te Boekhorst is an executive officer who has been employed by the Company since November 1, 2025 and has extensive managerial experience in the annual health industry. Dr. Tomsche brings to the board substantial expertise in the dairy industry. Mr. Wainman has extensive leadership and financial expertise. Dr. DiMarco has extensive innovation and manufacturing experience. Dr. Guillemette has extensive animal health, financial and business management experience. Ms. Turner has extensive commercial and international experience in animal health. There is no family relationship between any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Except for Mr. te Boekhorst and Mr. Fiori (who are Company employees), each of the Company’s existing directors or nominees qualifies as an “independent director” as defined under applicable Nasdaq Stock Market rules. In evaluating the independence of directors, the board did consider the matters described above under the caption “CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE”. If any of the individuals named above should not be available for election as contemplated, it is the intention of the persons named in the proxy to vote for such other person or persons as management may recommend. Management has no reason to believe any nominees will be unavailable. Any vacancies that may occur during the year may be filled by the Board of Directors to serve until the next Annual Meeting. Mr. Bryan K. Gathagan, Mr. Steven T. Rosgen, Mr. Timothy C. Fiori, Mr. Michael F. Brigham, and Ms. Bobbi Jo Brockman elected not to stand for re-election to the Company's Board of Directors. The Company very much appreciates their prior service to the Company as directors. The Board of Directors recommends that you vote FOR the election of the seven nominees listed above.