☐
20, 2018
Sincerely yours, | |
Melissa A. Waterhouse | |
Chief Executive Officer | |
Principal Financial Officer |
Date: | June | |
Time: | 10:00 a.m., Eastern Standard Time | |
Place: | Company’s Corporate Offices | |
122 Smith Road | ||
Kinderhook, New York 12106 |
Melissa A. Peter Jerome |
2018.
4. Transact any other business as may properly come before the Annual Meeting.
By Order of the Board of Directors | |
Kinderhook, New York | Melissa A. Waterhouse |
April | Chief Executive Officer |
Principal Financial Officer |
You are cordially invited to attend the Annual Meeting. Our Board strongly encourages you to exercise your right to vote. Your vote is important. Voting early helps ensure that we receive a quorum of shares necessary to hold the annual meeting. Please sign, date and mark the enclosed proxy card promptly and return it in the enclosed envelope, or follow the instructions on the proxy card for internet and telephone voting. Returning the proxy card will not prevent you from voting in person if you attend the Annual Meeting. |
21, 2018
14, 2019.
Florio (a Class I director) resigned from their positions on the Board of Directors. Mr. Chaim Davis was appointed to the Board of Directors on June 26, 2017 to fill the vacancy created by the resignation of Mr. Florio and, Mr. Peter Jerome was appointed to the Board of Directors on January 5, 2018 to fill the vacancy created by the resignation of Mr. Koskey. As of the date of this report, the other members of the Board of Directors are Jean Neff (a Class II director with her term expiring in June 2020) and Diane J. Generous (a Class II director with her term expiring in June 2020). On March 20, 2018, Mr. Davis was appointed as Chairman of the Board of Directors. Melissa A. Waterhouse 45 2018 below. Non-Employee director. 2018.) 2016 for the audit of financial statements was $62,000. (Note: These amounts were billed to the Company in the year ending December 31, 2017; however, the amounts billed were for the audit of financial information for the year ended December 31, 2016). 2016. are $9,000 for each fiscal year. 2017. Ms. Waterhouse’s employment agreement has severance and change in control provisions. Under the agreement, termination from the Company for any reason other than cause results in severance being paid to Ms. Waterhouse. Such severance equals twelve (12) months of Ms. Waterhouse’s base salary at the time of separation, with continuation of all medical benefits during the twelve-month period at the Company’s expense. Additionally, under the employment agreement, Ms. Waterhouse may resign Name Option Exercise Option 2018. 2017. In the case of Chaim Davis, he attended 100% of the meetings held after he was appointed to the Board of Directors. Melissa Waterhouse serves as our Chief Executive Officer, and until his resignation on April 6, 2017, Richard P. Koskey served as our Chairman of the Board. Chaim Davis was appointed as Chairman of the Board in March 2018. currently five (5) members on the Board of Directors. Peter Jerome. Committee). In January 2018, Peter Jerome was appointed to the Board of Directors and the Audit Committee and he meets the requirements of a financial expert. Peter Jerome serves as the Chairman of the Audit Committee as of the date of this report. 2017 ☐ ☐ Waterhouse 2018.nomineenominees who receivesreceive the most votes for the seat will be elected to the one (1)two (2) available membershipseats on the Board (i.e. by a plurality of votes cast). If you return a signed proxy form indicating your abstention or attend the Annual Meeting but choose to abstain from voting on any proposal (revoking your proxy), you will be considered present at the Annual Meeting and not voting in favor of the proposal. Since most proposals pass only if they receive favorable votes from a majority of votes present at the Annual Meeting, the fact that you are abstaining and not voting in favor of a proposal will have the same effect as if you had voted against the proposal.Directors or Proposal 3: Non-binding Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers.Directors. We encourage you to provide instructions to your broker, bank or other nominee. This ensures your shares will be voted at the meeting.22015,2017, the Company’s Board of Directors was fixed at five (5) members.One (1) of the five (5) board seats have in 2016. The terms of office of the other directors/board seats do not expire until 2017 or 2018. The director whose term of office expires at this Annual Meeting isare Melissa A. Waterhouse (our Chief Executive Officer/Principal Financial Officer) and Peter Jerome; both Class III directors. On April 6, 2017 Richard P. Koskey (a Class III director) and Carl A. Florio.CarlMelissa A. FlorioWaterhouse and Peter Jerome to serve as a directordirectors until the 20192021 Annual Meeting of Shareholders and until his successor hastheir successors have been duly elected and qualified. It is the intention of the persons named as proxies in the accompanying proxy, unless instructed otherwise, to vote for Mr. Florio.Melissa A. Waterhouse and Peter Jerome. If Mr. FLorioeither Melissa A. Waterhouse or Peter Jerome should become unavailable to serve, the proxy may be voted for the election of a substitute nominee as may be designated by the Board of Directors. The Board of Directors has no reason to believe that Carleither Melissa A. FlorioWaterhouse or Peter Jerome will be unable to serve if elected.3Name Age Term Expires Position(s) held Director Since Carl A. Florio 66 2016 Director 2004 Name Age Position(s) held Director Since Melissa A. Waterhouse 47 2017 Chief Executive Officer, Principal Financial Officer and Director 2014 Peter Jerome 49 2017 Director 2018 CarlMelissa A. FlorioWaterhouse and Peter Jerome during at least the last five (5) years is set forth below.CarlFlorioWaterhouse joined the Company in 1997. Since that time she has held various management positions in Investor Relations, Marketing, Public Relations and Corporate Compliance. She served as our Corporate Secretary from September 2003 until her interim appointment as Chief Executive Officer and Chief Financial Officer in October 2013. In June 2014, Ms. Waterhouse was appointed as Chief Executive Officer, Principal Financial Officer and was appointed to the Board of Directors.August 2004January 2018. Since February 2016, Mr. Jerome has been the Senior Director, Finance of Taconic Biosciences, Inc., a company that develops and is currently the Vice Chairman of Paradigm Capital Management,produces animal research models for pharmaceutical and biotechnology companies worldwide. Prior to his position with Taconic Biosciences, Inc. From 2005 to 2008,, Mr. FlorioJerome served as Regional President – Eastern New York of First Niagarathe Chief Financial Group,Officer for CMP Pharma, Inc. (NASDAQ:FNFG)., a niche pharmaceutical company and Chief Financial Officer for Tyratech, Inc., a life science company. Mr. FlorioJerome received his B.S.B.S in accounting and computer information systems from Manhattan College and has been a certified public accounting from the State University of New York at Albany. Mr. Florio serves as a member of the Board of Directors of First Niagara Financial Group. Until March 2015, the Company had a mortgage with First Niagara Financial Group; however, Mr. Florio was never directly involved in any transactions related to our mortgage. Mr. Florio is well qualified as a member of the Board due to his substantial knowledge and many years leading significant financial institutions, bringing transactional expertise in equity offerings, bank financings and mergers and acquisitions, as well as public company corporate controls and governance.accountant since 2004.The Board of Directors unanimously recommends a vote “FOR” the nominees for election as directors. One (1) of the five (5)Two (2) members isare being nominated for election at this Annual Meeting, and the principal occupation and business experience during at least the last five (5) years of the nominee isnominees are presented above. The other four (4) members that are not nominees at this year’s Annual Meeting and their terms are as follows:Name Age Term Expires Position(s) held Director Since Jean Neff 73 2017 Director and Corporate Secretary 2008 Diane J. Generous 56 2017 Director 2014 Richard P. Koskey 76 2018 Chairman of the Board 2003 Chief Executive Officer, Principal Financial Officer and Director 2014 Name Age Term Expires Position(s) held Director Since Chaim Davis 40 2019 Director and Chairman of the Board 2017 Jean Neff 75 2020 Director and Corporate Secretary 2008 Diane Generous 58 2020 Director 2014 each of these directors areis set forth below:2014 to fill a vacancy created by the resignation of Edmund M. Jaskiewicz.2014. Ms. Generous is the daughter of Edmund Jaskiewicz.Jaskiewicz, our President and Chairman Emeritus. Ms. Generous is an attorney with over 25 years in strategic fundraising, development and advocacy communications. She received her JD from George Washington University and her BA in Economics from Duke University. Since January 2005, she has been a principal of Generous Associates, a consulting firm that provides political and non-profit strategies and fundraising services.Richard P. Koskeywas appointed to our Board of Directors in October 2003 and he was appointed as Chairman of the Board in December 2014. Mr. Koskey brings over 30 years of financial experience as a Certified Public Accountant. Since 1975, he has been a managing principal of Pattison, Koskey, Howe & Bucci, P.C., a regional accounting firm. Mr. Koskey received his B.A. from Duke University. Mr. Koskey’s extensive knowledge of complex financial accounting and operational issues relevant to the Company’s business makes him well qualified as a member of the Board.4Melissa A. Waterhousejoined the Company in 1997. Since that time she has held various management positions in Investor Relations, Marketing, Public Relations and Corporate Compliance. She served as our Corporate Secretary from September 2003 until her interim appointment as Chief Executive Officer and Chief Financial Officer in October 2013. In June 2014, Ms. Waterhouse was appointed as Chief Executive Officer, Principal Financial Officer and was appointed to the Board of Directors to fill the vacancy left by the Company’s former Chief Executive Officer.2015Name Number of Securities
Underlying Unexercised
Options
(#) Exercisable(1) Number of Securities
Underlying Unexercised
Options
(#) Unexercisable Option
Exercise Price
($) Option
Expiration
Date Richard P. Koskey 20,000 0 $ 0.12 06/19/24 20,000 0 $ 0.12 06/19/25 Carl A. Florio 20,000 0 $ 0.12 06/19/24 20,000 0 $ 0.12 06/19/25 Jean Neff 20,000 0 $ 0.12 06/19/24 20,000 0 $ 0.12 06/19/25 Diane J. Generous 20,000 0 $ 0.12 06/19/25 Edmund M. Jaskiewicz(2) 50,000 0 $ 0.20 07/01/19 50,000 0 $ 0.07 07/01/20 50,000 0 $ 0.13 07/01/21 150,000 0 $ 0.18 04/20/22 20,000 0 $ 0.12 06/19/24 10,000 0 $ 0.13 03/23/25 1)Includes options exercisable within 60 days of April 20, 2016.2)Mr. Jaskiewicz resigned from the Board on December 17, 2014 and in the year ended December 31, 2015, he served as Chairman Emeritus. The option grant issued to him on March 23, 2015 was related to the six (6) months he served on the Board of Directors in the year ended December 31, 2014; it became 100% exercisable on March 23, 2016. All vested options will be retained by Mr. Jaskiewicz until natural expiration or other events more specifically indicated in his stock option agreements.
20175Name Option Expiration Date Diane J. Generous 06/19/25 06/24/26 06/15/27 Jean Neff 06/19/24 06/19/25 06/24/26 06/15/27 Chaim Davis 04/23/23 06/19/24 06/19/25 06/24/26 06/19/24 06/19/25 06/24/26 DIRECTOR COMPENSATION(1)Name Fees Earned or
Paid in Cash
($)(2) Option
Awards
($) All Other
Compensation
($) Total
($) Richard P. Koskey, Chairman of the Board $ 10,000 (3) $ 2,400 (4) $ 0 $ 12,400 Carl A. Florio, Director $ 10,000 (3) $ 2,400 (4) $ 0 $ 12,400 Jean Neff, Director $ 0 (5) $ 2,400 (4) $ 0 $ 2,400 Diane J. Generous $ 10,000 (3) $ 2,400 (4) $ 0 $ 12,400 Name Diane J. Generous Jean Neff Chaim Davis Richard P. Koskey Carl A. Florio 2015.2017. These columns have been omitted. It does not include $1,250 of deferred compensation related to Mr. Koskey’s attendance of a Board meeting in December 2013 for which Mr. Koskey only received 50% of the normal board attendance fee.$0.12,$0.11, and the value of the options totaled $2,400.$2,200. The fair value of the stock option grant issued was estimated utilizing the Black-Scholes option-pricing model using the following weighted average assumptions: dividend yield of 0%; risk-free interest rate of 2.26;2.16%; expected life of 10 years; and stock price volatility of 64%81.2%. Ms. Neff attended all2015 telephonically and she did not receive any compensation for attending board meetings.NOTE: Ms.2017. Melissa A. Waterhouse does not receive any compensation for her services as a member of the Board of Directors, or her attendance at meetings of the Board of Directors. Chairman Emeritus & President Edmund M. Jaskiewicz attendsmay attend meetings at the invitation of the Board of Directors but does not receive any compensation for his attendance at board meetings and he is not reimbursed for any out-of-pocket expenses related to his attendance at board meetings.Directorsreceivereceived a fee of $2,500 per meeting for attending meetings of the Board of Directors in person and arewere reimbursed for out-of-pocket expenses incurredsubmitted in connection with attending such meetings. Members who attended in person meetings of the Board of Directors telephonically received 50% of this compensation, or $1,250. Four (4) regular in-person meetings and one (1) telephonic meeting of the Board of Directors were held during the year ended December 31, 2015.The 2017.Directors agreed, and the Board of Directors therefore resolved, to waive all fees related to theboard members are not paid for their attendance ofat Committee meetings of the Board of Directors and telephonic board meetings of the Board of Directors in the year ended December 31, 2015,Directors; however, Non-Employee Directors are reimbursed for any out of pocket expenses they may incur in attending telephonic meetings of the Board of Directors or meetings of the Committees of the Board of Directors.In addition,defer 50%offer a director compensation structure for attendance at meetings of the Board of Directors that would consist of payment forin cash only, restricted common shares of Company stock or a combination of both; solely at the attendance fee for a board meeting in December 2013. Asoption of the year ended December 31, 2015 these deferred amounts remain unpaid.65,6, 2016, the Company dismissed Liggett, Vogt and Webb, P.A. (“LVW”) as its independent registered public accounting firm and engaged UHY, LLP (“UHY”) as its independent registered public accounting firm to perform audit services in connection with the Company’s year ended December 31, 2015, and UHY has continued as the Company’s independent registered public accounting firm since that engagement. On December 31, 2017, the Company re-engaged UHY, LLP (“UHY”) as its independent registered public accounting firm to perform audit services for the year ended December 31, 2015.2017 and to conduct reviews of unaudited quarterly financial information through the quarter ending September 30, 2018. The decision to engage UHY was approved by the Audit Committee of the Board of Directors of the Company.Directors. Prior to UHY’s engagement, the Company did not consult with UHY and receive either written or oral advice from UHY that was an important factor considered by the Company in reaching a decision as to the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. In addition, the Company had not consulted with UHY concerning any matter that was the subject of a disagreement or a reportable event, each as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K. The Audit Committee selected UHY to continue to be the Company’s principal independent registered public accounting firm for the year ending December 31, 2016. principal independent registered public accounting firm. Although ratification is not required by the Company’s By-laws or otherwise, the Company’s Board of Directors is submitting the Audit Committee’s selection of UHY to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different principal registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. If the appointment of UHY is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement.20152017 for the audit of financial statements was $60,000is $66,000. (Note: These amounts wereare being billed to the Company in the year ending December 31, 2016, however, the amounts billed were for the audit of financial information for the year ended December 31, 2015).LVWUHY to the Company for the year ended December 31, 20152017 for the review of interim financial information included in the Company’s Form 10Q’s, or for services that were normally provided by LVWUHY in connection with statutory or regulatory filings or engagements was $14,000.The aggregate fees billed by LVW to the Company for the year ended$24,000.2014 for the audit of financial statements and review of interim financial information included in the Company’s Form 10-Q’s, or for services that were normally provided by LVW in connection with statutory or regulatory filings or engagements was $60,000.There were no2016:2014.2015 or the year ended December 31, 2014.There were no audit related fees billed by LVW to the Company in the years ended December 31, 20152017 or December 31, 2014.There were no taxyeartax years ended December 31, 2015 or December 31, 2014.The aggregate fees billed by LVW to the Company for the year ended December 31, 20152017 and December 31, 20142016 for professional services related to tax compliance, tax advice and tax planning were $0 and $5,000, respectively.or LVW to the Company for the years ended December 31, 20152017 or December 31, 2014.
2016.7 or LVW for services rendered to the Company other than the services described herein and the Audit Committee has considered whether the provision of these services is compatible with maintaining the independence of our public accountants.The Board of Directors unanimously recommends a vote “FOR” the ratification of our independent registered public accounting firm for the year ending December 31, 2016.2018.Proposal No. 3To approve, a non-binding advisory resolution, REGARDING the compensation of the company’s Named The compensation of our Chief Executive Officer/Principal Financial Officer Melissa A. Waterhouse (“Named Executive Officer”) is described under the heading “Executive Compensation”. It is highly recommended that shareholders review the “Executive Compensation” as well as the “Narrative Disclosure Related to Summary Compensation”, and the “Compensation Committee Report”; all of which are set forth later within this Proxy Statement. (Note: The “Narrative Disclosure Related to Summary Compensation” includes information related to change in control and severance provisions in the Named Executive Officer’s employment contracts).In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the adopted changes to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing the Company’s shareholders with an opportunity to vote on a non-binding advisory resolution to approve the compensation of our Named Executive Officer. At the Company’s Annual Meeting of Shareholders held on June 20, 2013, it was approved by shareholder vote that this Proposal with respect to an advisory vote on Named Executive Officer compensation be submitted in the Proxy Statement for shareholder vote every three years.This proposal, commonly known as a “Say-on-Pay” proposal, gives you as a shareholder the opportunity to provide an advisory vote on the Company's executive compensation as disclosed in this Proxy Statement through the following resolution:“RESOLVED, that the Shareholders of American Bio Medica Corporation (the “Company”) approve, on an advisory basis, the overall compensation of the Company’s Named Executive Officer, as described under the heading “Executive Compensation” set forth later in this Proxy Statement.”This advisory vote is non-binding on the Company and our Board of Directors. However, the Board of Directors values open dialogue with the Company’s shareholders on the issue of executive compensation and other corporate governance issues. The Company and its Board of Directors encourages all shareholders to vote on this matter.Required Vote:Approval of this resolution required the affirmative vote of a majority of the votes cast at the 2016 Annual Meeting. While this vote is required by law, it will not be binding on the Company or our Board of Directors, nor will it create or imply any changes in the fiduciary duties of, or impose any additional fiduciary duties on the Company or our Board of Directors. The Compensation Committee of the Board of Directors will however, take into account the outcome of the vote when considering future executive compensation.The Board of Directors unanimously recommends a vote “FOR” the resolution set forth in Proposal No. 3. Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.EXECUTIVESExecutive Officer2015,2017, our sole executive officer is Melissa A. Waterhouse. Although Mr. Jaskiewicz continues to serve as the President of the corporation, he is not in charge of any principal business unit, division or function within the company, and he does not perform any policy making function. Ms. Waterhouse also serves as a member of our Board of Directors and her biography can be found under “Information about our Board of Directors”.8Name Age Position(s) held Since Douglas Casterlin 68 Vice President, Operations 2012 Scott D. Hutton, Ph.D. 59 Director, Sales & Marketing 2014 Name Age Position(s) held Since Douglas Casterlin 70 Vice President, Operations 2012 Scott D. Hutton, Ph.D. 61 Vice President, Sales & Marketing 2014 re-joined us in July 2012 has served as our Vice President, Operations after resigning fromsince July 2012. Mr. Casterlin originally joined the Company in March 2011. From April 2011 until July 2012, Mr. Casterlin performed certain consulting services for1997. He left the Company under a Severance Agreement. From April 2008from 2004 until March 2011, Mr. Casterlin served as our EVP, Operations.2008. Mr. Casterlin has over 2030 years experience in the field of manufacturing.manufacturing and production. 2014 but2014; however, he has over 9 years of service with ABMC. He was appointed as Director of Sales & Marketing in November 2014.2014 and as Vice President of Sales and Marketing in November 2016. Dr. Hutton has over 1820 years of experience in the drug testing industry, and has negotiated numerous state contracts as well as contracts with Fortune 500 Companies. Prior to being in the drug testing industry, Dr. Hutton had over 15 years of law enforcement and corrections management experience.20152017 and December 31, 2014,2016, the compensation paid by the Company to its principal executive officer (“PEO”) and also the “Named Executive Officer”. Ms. Waterhouse was the sole executive officer in both the years ended December 31, 20152017 and December 31, 2014.2016. There were no additional individuals for whom disclosure would have been provided but for the fact that the individuals were not serving as executive officers of the Company at year end December 31, 2015.Name and principal position Melissa A. Waterhouse 12/31/17 Chief Executive Officer (PEO) Principal Financial Officer 12/31/16 SUMMARY COMPENSATION TABLE(1)Name and principal position Year Ended Salary
($) Option Awards
($) All Other
Compensation ($) Total
($) Melissa A. Waterhouse 12/31/15 $ 152,453 (2) $ 30,000 (3) $ 18,054 (4) $ 200,507 Chief Executive Officer (PEO) Principal Financial Officer 12/31/14 $ 137,479 (5) $ 0 $ 16,838 (6) $ 154,317 1) There were no amounts paid to the named executive officer related to Bonuses, Stock Awards, Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation Earnings; therefore, these columns of the table have been omitted.20152017 was $160,000 under her employment contract,contract; however in the year ended December 31, 2015,2017, 20% of Ms. Waterhouse’s salary was deferred under the Company’s salary deferral program. This amount includes $20,441$10,000 in deferral paybacks made to Ms. Waterhouse in the year ended December 31, 20152017 (against previously owed deferraldeferred amounts). As of December 31, 2015,2017, the Company owed Ms. Waterhouse $26,491$54,813 in deferred compensation. On June 29, 2015, Ms. Waterhouse was issued a stock option grant to purchase 250,000 sharescommon stock under our 2001 Option Plan at an exercise price of $0.12, the closing price of our common shares on June 29 2015. The grant vests in equal installments over 3 years. The fair value of the grant was $30,000 and was estimated using the Black-Scholes pricing model using the following weighted average assumptions: dividend yield of 0%; risk-free interest rate of 2.33; expected life of 10 years; and stock price volatility of 63%.4) Consists of: $17,190$21,431 for health insurance premiums and $864$887 for premiums paid, by the Company for Ms. Waterhouse’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company.95) Pursuant to her June 2014 employment agreement, from June 23, 2014 through December 31, 2014 was $160,000. Pursuant to her November 2013 employment agreement, Ms. Waterhouse’s salary from January 1, 2014 through June 22, 2014 was $140,000. Throughoutin the year ended December 31, 2014,2016 was $160,000 under her employment contract; however in the year ended December 31, 2016, 20% of Ms. Waterhouse’s salary was deferred under the Company’s alarysalary deferral program. This amount includes $16,074$30,000 in deferral paybacks made to Ms. Waterhouse in the year ended December 31, 2014.2016 (against previously owed deferral amounts). As of December 31, 2014,2016, the Company owed Ms. Waterhouse $28,524$32,813 in deferred compensation. Includes $15,974premiums. Also included is $864premiums and $784 for premiums paid, by the Company for Ms. Waterhouse’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company.a newan employment agreement with the Company on June 19, 2014 providing for an annual salary of $160,000, health and dental benefits and participation in any management bonus program adopted by the Company. Prior to the June 2014 agreement, Ms. Waterhouse had a November 2013 employment agreement with the Company that provided for an annual salary of $140,000, health and dental benefits and participation in any management bonus program adopted by the Company.theirher position and elect to exercise the severance provision at her option under the following circumstances:2015:OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS(1) Number of Securities
Underlying Unexercised
Options
(#) Exercisable(2) Number of Securities
Underlying Unexercised
Options
(#) Unexercisable
Price
($)
Expiration DateMelissa A. Waterhouse 25,000 0 $ 0.09 12/31/20 Chief Executive Officer (PEO) Principal Financial Officer 25,000 0 $ 0.26 02/21/23 132,000 68,000 $ 0.14 06/25/23 0 250,000 $ 0.12 06/29/25
2017:10Melissa A. Waterhouse 12/31/20 Chief Executive Officer 02/21/23 (PEO) 06/25/23 Principal Financial Officer 06/29/25 01/29/26 2015,2017, and therefore the Stock Awards portion of the table has been omitted. Furthermore, because there were no Equity Incentive Plan Awards outstanding for the Named Executive Officer, this column was omitted as well.2016.20162017 there were 27,271,40829,932,770 common shares outstanding of which 27,271,40829,932,770 common shares are entitled to vote at the Annual Meeting. The following table sets forth, as of April 20, 2016,2018, the beneficial ownership of the Company's common shares by (i) each director, (ii) each nominee for director, (iii) each of the Named Executive Officers, (iv) all directors and executive officers of the Company as a group, and (v) each shareholder, known to management of the Company, to beneficially own more than five percent (5%) of the outstanding common shares.20162018 through the exercise of any stock option, exchange of exchangeable shares or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. Unless otherwise noted, the address of each person is c/o American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106.Title of Class Name and Address
of Beneficial Owner Amount and Nature
of Beneficial Ownership * Percent of Class Common Melissa A. Waterhouse 182,000 (1) ** Common Richard P. Koskey 60,000 (2) ** Common Carl A. Florio 52,000 (2) ** Common Jean Neff 40,000 (2) ** Common Diane J. Generous 62,600 (3) ** Common Directors and Executive Officers
as a group (5 persons) 396,600 (4) 1.44 % Common MP Biomedicals LLC 4,738,601 (5) 17.38 % Common Edmund M. Jaskiewicz(6) 2,246,655 (7) 8.14 % Title of Class Common Chaim Davis Common Melissa A. Waterhouse Common Jean Neff Common Diane J. Generous Common Directors and Executive Officers as a group (5 persons) Common MP Biomedicals LLC Common John J. Moroney Common Edmund M. Jaskiewicz 11(1)Includes 182,000 common shares subject to stock options exercisable within 60 days of April 20, 2016.(2)Includes 40,000 common shares subject to stock options exercisable within 60 days of April 20, 2016.(3)Includes 20,000 common shares subject to stock options exercisable within 60 days of April 20, 2016.(4)Includes an aggregate of 322,000 common shares subject to stock options exercisable within 60 days of April 20, 2016.(5)Information based on the last Section 16(a) filing made by MP Biomedicals LLC on December 22, 2015.The address for MP Biomedical LLC is 3 Hutton Centre Drive, Suite 100, Santa Ana, California 92707.(6)Mr. Jaskiewicz resigned from the Board of Director on December 17, 2014, however he continues to attend board meetings at the invitation of the Board of Directors as Chairman Emeritus.(7)Includes 249,000 common shares subject to stock options exercisable within 60 days of April 16, 2015.2015.2017 and one (1) special telephonic meeting. Each director attended 100% of the meetings of the Board of Directors in the year ended December 31, 2015.and Richard Koskey werewas unable to attend our Annual Meeting of Shareholders held in June 2015,2017; however, ourMelissa A. Waterhouse and Diane J. Generous (the two other three (3) board members of the Board of Directors at the time of the Annual Meeting) did attend.Differentholdholding the positions of Chairman of the Board and Chief Executive Officer; Melissa Waterhouse serves as our Chief Executive Officer, and Richard P. Koskey serves as our Chairman of the Board.Officer. The Board of Directors believes this structure is appropriate for the Company because it provides the Board of Directors with capable leadership and allows the Chief Executive Officer to focus on the day-to-day business of running the Company while the Chairman leads the Board of Directors. The independent directors meet in executive sessions in connection with regular meetings of the Board of Directors.12stock is quotedshares are currently trading on the OTCQB marketplace. OTCQB isOTC Markets, Inc., under their OTC Pink Open Marketplace. The OTC Pink Marketplace offers trading in a wide range of equities through any broker. We are classified as an OTC Pink company with “current information”. Companies with this designation follow the venture stage marketplace for companies thatInternational Reporting Standard and make their filings publicly. In our case, we are current in theirall of our reporting with SEC.requirements. Although the OTC Markets GroupPink Marketplace does not have requirements related to director independence; therefore, the Company uses theindependence, we use NASDAQ’s listing standards and SEC rules and regulations to determine the independence of our directors.·a director who is, or at any time during the past three (3) years was, employed by the Company;·a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than an executive officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.·a director who is a Family Member of an individual who is, or at any time during the past three (3) years was, employed by the Company as an executive officer;·a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three (3) fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;·a director of the Company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three (3) years any of the executive officers of the Company serve on the compensation committee of such other entity; or·a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three (3) years.·accept, directly or indirectly, any consulting, advisory, or other compensatory fees from the Company other than for services as a board member; or·be an affiliated person of the Company.Richard P. Koskey, Carl A. Florio, Jean Neff, Diane J. Generous, Chaim Davis and Diane Generous, aPeter Jerome are independent directors under NASDAQ’s listing standards. As of the date of this report, the majority of the Board of Directors is independent as there are independent directors under NASDAQ’s listing standards.13four (4)three (3) members, all of whomwhich the Board has determined are independent as defined by NASDAQ listing requirements and SEC rules and regulations. DuringAs of the year ended December 31, 2015,date of this report, the Nominating Committee consistedconsists of directors Carl A. Florio, Richard P. Koskey,three (3) members, Jean Neff, Diane J. Generous and Chaim Davis. Diane Generous. Ms.J. Generous serves as the Chairman of this Committee.www.abmc.comwww.abmc.com, under the section title “Corporate” and the subsection titled “Governance”. A copy can also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106. There have been no material changes to the Nominating Committee Charter since it was last filed as an exhibit to the Company’s Proxy Statement filed on May 12, 2004.12, 2016.28, 2018. The Nominating Committee will consider all candidates identified through the processes described above, whether identified by the committee or by a shareholder, and will evaluate each of them on the same basis. There have not been any material changes to the procedures by which shareholders may recommend nominees to the Company’s board of directors since our last disclosure related to this issue.14one timefour (4) times in the year ended December 31, 20152017 and the slate of Directors was determined upon the recommendation of the Board’s non-management directors (other than the non-management director that is one of the nomineenominees standing for re-election). All members of the Nominating Committee attended this meeting.Markets GroupPink Marketplace does not have requirements related to audit committee composition or audit committee charters. However, asSubsequent to the resignation of the date of this report,Richard P. Koskey and Carl A. Florio on April 6, 2017, the Company’s Audit Committee iswas comprised of four (4)two (2) members, allboth of whomwhich the Board has determined are independent directors, (as independence is defined in NASDAQ Rule 5605(a)(2) of the NASDAQ listing standards, as applicable). DuringIn June 2017, Chaim Davis was appointed to the year ended December 31, 2015,Board of Directors to fill the vacancy created by the resignation of Carl A. Florio. Mr. Davis was also appointed to the Audit Committee consistedin June 2017. In January 2018, Peter Jerome was appointed to the Board of directorsDirectors to fill a vacancy created by the resignation of Richard P. Koskey, Carl A. Florio,Koskey. Peter Jerome was also appointed as Chairman of the Audit Committee in January 2018. As of the date of this report, the Audit Committee consists of Jean Neff, Diane J. Generous, Chaim Davis and Diane Generous. Mr. Florio serves as the Chairman of this Committee.2015.2017. The Audit Committee charter requires four (4) Audit Committee meetings per year. In the year ended December 31, 2015, Mr.2017, Richard P. Koskey and Mr.Carl A. Florio attended 100% of the formal meetings (held when they were members of the Audit Committee), Jean Neff and Diane J. Generous each attended less than 75%80% of the formal meetings and Diane Generous alsoChaim Davis attended less than 75%100% of the formal meetings however, Ms. Generous did not elected to the Audit Committee until December 17, 2015 so her attendance at the meetings(held when he was a member of the Audit Committee was not required.The Board has determined that independent board members Messrs.In the year ended December 31, 2017, until their resignations on April 6, 2017, Richard P. Koskey and Carl A. Florio both meetmet these requirements.20152017 (the “Audited Financial Statements”). The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed by statement of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the audit committee concerning independence, and has discussed with the independent registered public accountant the independent registered public accountant’s independence.152015,2017, for filing with the SEC.The Audit CommitteeCarl A. Florio, ChairmanRichard P. KoskeyJean NeffDiane Generousformally one (1) time, and several times informally throughout the year ended December 31, 2014.2017. The meeting to discuss executive compensation for the year ending December 31, 2017 was not held until February 2018. All members attended the formal meeting.During2015,2017, until their resignation from the Compensation and Option Committees were comprisedBoard of board members Jean Neff,Directors on April 6, 2017, Richard P. Koskey and Carl A. Florio served on the Compensation Committee along with Jean Neff and Diane Generous, all of whomJ. Generous. In June 2017, Chaim Davis was appointed to the Board has determined are independent, as defined by NASDAQ listing standardsof Directors and SEC rulesthe Compensation Committee. As of the date of this report, the Compensation Committee consists of Jean Neff, Diane J. Generous and regulations. Ms.Chaim Davis. Jean Neff serves as the ChairChairman of thisthe Compensation Committee.During2015, the Compensation Committee was comprised of Jean Neff, Richard P. Koskey, Carl A. Florio and Diane Generous; none of these individuals2017 served as an officer or employee of the Company or had any relationship requiring disclosure by the Company (except that Ms.Diane J. Generous is the daughter of the former Chairman of our Board of Directors and President of the Corporation (Edmund Jaskiewicz). None of these individuals are a former officer of the Company.16officers, since the year ended December 31, 2004.officer for more than 10 years. The Company continues to evaluate additional bonus programs to compensate its executive officers, senior management and mid-level managers. Any future bonus programs are expected to be based upon the Company’s sales and profitability and/or the market value of the Company’s securities. The Company may also adopt other ad hoc bonus programs as appropriate to provide incentives for particular officers or management employees to meet specific goals.In the past, the The Company has utilizeddoes utilize stock options as a form of long-term incentive compensation. Beginning in the year ended December 31, 2005, theThe Company changed its policies related to grants of stock options and in the future does not planhas no plans to widely issue stock options to its employees, officers or directors, but, will reserve the issuance of stock options for special circumstances.2015,2017, the Board did not retain a compensation consultant. The Board of Directors considered the same criteria detailed herein with respect to executive officers in general and determined Ms.Melissa A. Waterhouse’s compensation.Richard P. KoskeyCarl A. FlorioSection 16(a) Beneficial Ownership Reporting Compliance2015.
2017.17Other Matters April 22, 201618April 20, 2018 201522, 2016,20, 2018, of the Annual Meeting of Shareholders, hereby nominates, constitutes, appoints and authorizes Melissa A. Waterhouse and Jean Neff, and each of them with full power to act alone, as proxies with full power of substitution, for me and in my name, place and stead, to vote all the common shares of said corporation standing in my name on its books on April 20, 2016,2018, at the Annual Meeting of Shareholders to be held at 10:00 A.M. on Thursday, June 16, 201621, 2018 at the Company’s corporate offices located at 122 Smith Road, Kinderhook, New York 12106, or at any adjournments thereof, with all the power the undersigned would possess if personally present, as follows:nomineenominees listed in the Proxy Statement for the Annual Meeting, as a directordirectors to serve the termterms indicated in the Proxy Statement commencing with the ensuing year and until histheir successor(s) shall be elected and duly qualified.nomineenominees listed below, place an “X” in this box¨nomineenominees listed below, place an “X” in this box¨CARLFLORIO2016.¨ FOR¨ AGAINST¨ABSTAIN3. To approve a non-binding advisory resolution regarding the compensation of the Company’s Named Executive Officers.¨ FOR¨ AGAINST¨ ABSTAINNOMINEENOMINEES LISTED EVEN THOUGH THE BLOCK IN ITEM 1 IS NOT MARKED UNLESS THE NAME OF THE PERSON IS LINED OUT.Date: Name: Beneficial Shareholder (Please Print) Address: Address: Signature(s) Signature(s) (All Shareholders must sign) NUMBER OF SHAREHOLDERS VOTING DATE:1 2