IMMUCELL CORP /DE/ 8-K

What Happened
Immucell Corp. (filed 8-K on Feb 2, 2026) announced new employment agreements, effective January 27, 2026, with CFO Timothy C. Fiori and Senior VP of Sales and Marketing Bobbi Jo Brockmann. The agreements set base salaries, introduce formulaic annual cash bonuses starting for the fiscal year ending December 31, 2026, and include stock option grants that vest over three years.

Key Details

• Timothy C. Fiori: annual base salary $315,000; stock option to purchase up to 120,000 shares.
• Bobbi Jo Brockmann: annual base salary $300,000; stock option to purchase up to 100,000 shares.
• Bonus plan: target cash bonus = 50% of base salary (may rise to 60% if targets are exceeded by ≥20%); first applicable for FY ending 12/31/2026. Targets for 2026 were approved by the Compensation and Stock Option Committee; future targets set by the CEO in consultation with the Committee.
• Stock option terms: vest in three equal annual installments beginning January 2027, exercise price $6.26 per share, expire 10 years from grant; vesting may accelerate on change of control or certain terminations.
• Bonus payouts remain subject to retroactive clawback if required by company policy, law, or listing rules.

Why It Matters
These agreements formalize compensation and incentives for two senior executives, linking pay to performance through formulaic cash bonuses and equity-based options. For investors, the option grants and bonus structure signal management’s alignment with company performance goals and potential future dilution tied to the exercise of up to 220,000 new shares (if all options are exercised). The approved 2026 targets and the possibility of vesting acceleration on a change of control are also relevant for evaluating executive incentives and corporate-governance outcomes.