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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to § 240.14a-12

iSpecimen Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

[X]

No fee required.

[ ]

Fee paid previously with preliminary materials.

[ ]

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

April 14, 2022

Dear Fellow Stockholders:

On behalf of the board of directors (the “Board of Directors”) of iSpecimen Inc., I cordially invite you to attend the 2022 annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc., which will be held on Wednesday, May 25, 2022, beginning at 10:00 a.m. Eastern Time at 480 Totten Pond Road, Waltham, MA 02451.

To all stockholders of record at the close of business on April 1, 2022, attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone or electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

				Sincerely,
				Name: Christopher Ianelli Title: Chief Executive Officer, President and Director

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iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2022

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on Wednesday, May 25, 2022, at 10:00 a.m. Eastern Time at 480 Totten Pond Road, Waltham, MA 02451.

The Annual Meeting is being held:

To correct a defective corporate act, pursuant to §204 of the Delaware General Corporation Law, relating to our failure to obtain stockholder approval for adoption of our Second Amended and Restated Bylaws creating a classified board of directors divided into three classes of directors (a “Classified Board”);

If Proposal No. 1 is approved by the stockholders correcting such defective corporate act and ratifying the creation of a Classified Board, to elect two (2) Class I directors each to serve for a three-year term that expires at the 2025 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

If Proposal No. 1 is not approved by the stockholders and such defective corporate act is not corrected, to elect seven (7) directors to serve for a one-year term that expires at the 2023 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

To approve amendments to our Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to (i) set the maximum number of shares of our common stock that may be awarded to participants under the 2021 Plan as incentive stock options at 608,000 shares of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for issuances of awards under the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to the 2021 Plan;

To ratify the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, 2022; and

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business for the Annual Meeting are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on April 1, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 25, 2022: This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are available at proxyvote.com.

We plan to begin mailing on or about April 14, 2022 to our stockholders of record and beneficial owners as of the close of business on April 1, 2022 a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached proxy statement and our 2021 Annual Report on Form 10-K via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can

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receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2021 Annual Report on Form 10-K will be sent to you along with the Proxy Statement.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

				By Order of the Board of Directors,
				Name: Christopher Ianelli Title: Chief Executive Officer, President and Director

Lexington, MA
April 14, 2022

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	Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
Questions and Answers		1
PROPOSAL NO. 1 — CORRECTION OF A DEFECTIVE CORPORATE ACT		7
Background		7
Procedures for Correcting a Defective Corporate Act Pursuant to §204 of DGCL		7
Purpose for Having a Classified Board and Possible Adverse Implications for Stockholders		8
Effects of Approval or Disapproval		8
Vote Required		8
Board Recommendation		8
PROPOSAL NO. 2 — ELECTION OF TWO CLASS I DIRECTORS (IF PROPOSAL NO. 1 IS APPROVED BY THE STOCKHOLDERS)		9
Board Size and Structure		9
Current Directors and Terms		9
Nominees for Director		9
Information About Board Nominees		9
Vote Required		10
Board Recommendation		10
PROPOSAL NO. 3 — ELECTION OF SEVEN DIRECTORS (IF PROPOSAL NO. 1 IS NOT APPROVED BY THE STOCKHOLDERS)		11
Board Size and Structure		11
Current Directors and Terms		11
Nominees for Director		11
Information About Board Nominees		11
Vote Required		12
Board Recommendation		12
PROPOSAL NO. 4 — APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN		13
Background		13
Explanation of Amendments		13
Vote Required		14
Board Recommendation		14
PROPOSAL NO. 5 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
Appointment of Independent Registered Public Accounting Firm		15
Audit, Audit-Related, Tax and All Other Fees		15
Audit Committee’s Pre-Approval Policies and Procedures		15
Audit Committee Report		16
Vote Required		16
Board Recommendation		16
DIRECTORS AND OFFICERS		17
Directors and Officers		17
Family Relationships		20
Composition of our Board of Directors		20

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	Page
Director Qualifications		20
Board Diversity Matrix		20
Director Independence		21
Board Leadership Structure and Board’s Role in Risk Oversight		21
Committees of the Board of Directors		22
Board and Board Committee Meetings and Attendance		24
Executive Sessions		24
Director Attendance at Annual Meeting of Stockholders		24
Compensation Committee Interlocks and Insider Participation		24
Code of Business Conduct and Ethics		24
Communications with the Board		25
Delinquent Section 16(a) Filings		25
EXECUTIVE COMPENSATION		26
Summary Compensation Table		26
Employment Agreements		26
Indemnification Agreements		29
Outstanding Equity Awards at Fiscal Year-End		29
Changes in Control		29
Compensation Committee Report		30
DIRECTOR COMPENSATION		31
Non-employee Director Compensation Table		31
Equity Incentive Plans		32
2010 Stock Incentive Plan		32
2013 Stock Incentive Plan		33
Amended and Restated 2021 Stock Incentive Plan		34
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36
Beneficial Ownership of Our Common Stock		36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		38
Policies and Procedures for Related Party Transactions		39
Employee, Officer and Director Hedging		39
Piggyback Registration Rights		40
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws		40
Choice of Forum		40
Indemnification of Directors and Officers		41
Transfer Agent		42
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2023 ANNUAL MEETING		43
HOUSEHOLDING		43
2021 ANNUAL REPORT		43
APPENDIX A
APPENDIX B

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iSpecimen Inc.
450 Bedford Street
Lexington, MA 02420

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2022

This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2021 on Form 10-K (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of iSpecimen Inc. (the “Company,” “Corporation,” “iSpecimen,” “we,” “us,” or “our”), in connection with our 2022 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 14, 2022.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

On or about April 14, 2022, we will mail to our stockholders of record at the close of business on April 1, 2022 (“Record Date”) a Notice of Internet Availability of Proxy Statement (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online. The proxy materials are available at proxyvote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

QUESTIONS AND ANSWERS

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Wednesday, May 25, 2022 at 10:00 a.m. Eastern Time, at 480 Totten Pond Road, Waltham, MA 02451.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

•

Proposal No. 1: Correction of a defective corporate act, pursuant to §204 of the Delaware General Corporation Law (“DGCL”), relating to our failure to obtain stockholder approval for adoption of our Second Amended and Restated Bylaws (“Bylaws”) creating a classified board of directors divided into three classes of directors (a “Classified Board”).

•

Proposal No. 2: Election of the two (2) Class I directors (if Proposal No. 1 is approved by the stockholders).

•

Proposal No. 3: Election of the seven (7) directors (if Proposal No. 1 is not approved by the stockholders).

•

Proposal No. 4: Approval of amendments to the Corporation’s Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) to (i) set the maximum number of shares of our common stock that may be awarded to participants under the 2021 Plan as incentive stock options (“ISOs”) at 608,000 shares of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for

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issuances of awards under the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to the 2021 Plan.

•

Proposal No. 5: Ratification of the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the year ending December 31, 2022.

In addition, in their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope or via email.

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 8,818,016 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our shares entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. If you sign and return your paper proxy card via mail or email, or authorize a proxy to vote electronically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

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What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote (or a plurality of the shares in the case of the election of directors relating to either Proposal No. 2 or Proposal No. 3).

Under the rules of various national and regional securities exchanges interpretations that govern broker non-votes, Proposal Nos. 1, 2, 3 and 4 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 5 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chair of the Annual Meeting (the “Chair”) or (ii) a majority in voting power of the stockholders entitled to at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How do I vote my shares without attending the Annual Meeting?

We ask that stockholders vote by proxy even if they plan to attend the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:

•

by Phone—call the toll-free number 1-800-690-6903 and follow the instructions on your proxy card and the recorded telephone instructions; or

•

by Internet—Following the instructions on the Notice or the proxy card, which you may have received by mail, you can vote by Internet, prior to or at the Annual Meeting before the polls close; or

•

by Mail—You can vote by mail by signing, dating and mailing the proxy card using the return envelope, which you may have received by mail.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 24, 2022.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

How can I attend and vote at the Annual Meeting?

In order to be admitted to the Annual Meeting, you must bring documentation showing that you owned shares of our common stock as of April 1, 2022, the Record Date. Acceptable documentation includes (i) your Notice of Internet Availability of Proxy Materials, and (ii) your proxy card. All attendees must also bring valid photo identification. Stockholders who do not bring the requisite documentation will not be admitted to the Annual Meeting.

Will I be able to ask questions at the Annual Meeting?

As part of the Annual Meeting, we will hold a question and answer session, during which we intend to answer appropriate questions submitted during the Annual Meeting and that relate to the matters to be voted on. We

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intend to reserve up to fifteen minutes before the closing of the polls to address questions submitted. Only stockholders that are present, in person, at the Annual Meeting will be able to submit questions during the Annual Meeting. Additionally, our Annual Meeting will follow general rules of conduct. Under these rules, a stockholder may ask up to two questions, and we will not address questions that are, among other things:

•

irrelevant to the business of the Corporation or to the business of the Annual Meeting;

•

related to material non-public information of the Corporation;

•

related to personal grievances;

•

derogatory references to individuals or that are otherwise in bad taste;

•

repetitious statements already made by another stockholder;

•

in furtherance of the stockholder’s personal or business interests; or

•

out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.

How does the Board recommend that I vote?

The Board recommends that you vote your shares of common stock FOR each of the director nominees in Proposal Nos. 2 and 3 and FOR each of Proposal Nos. 1, 4 and 5. In addition, in their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the votes required to approve each item, and how votes are counted:

Proposal

Votes Required

Voting
Options

Impact of
“Withhold” or
“Abstain” Votes

Broker
Discretionary
Voting Allowed

Proposal No. 1:
Correction of a defective corporate act, pursuant to §204 of DGCL, relating to our failure to obtain stockholder approval for adoption of the Bylaws creating a Classified Board

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”
“AGAINST”
“ABSTAIN”

None(1)

No(2)

Proposals No. 2 and No. 3:
Election of Directors

A plurality of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon.

“FOR”
“WITHHOLD”

None(1)

No(2)

Proposal No. 4:
Approval of Amendments to the 2021 Plan

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”
“AGAINST” “ABSTAIN”

None(1)

No(2)

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Proposal

Votes Required

Voting
Options

Impact of
“Withhold” or
“Abstain” Votes

Broker
Discretionary
Voting Allowed

Proposal No. 5:
Ratification of appointment of independent registered public accounting firm

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.

“FOR”
“AGAINST”
“ABSTAIN”

None(1)

Yes(3)

(1)

A vote marked as “withhold” or “abstain” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.

(2)

As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.

(3)

As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by Internet or email, or fax if you are a stockholder of record, you may change your vote and revoke your proxy by:

•

sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than May 24, 2022 at 11:59 p.m. Eastern time;

•

voting again by Internet at a later time before the closing of those voting facilities at 11:59 p.m. Eastern time on May 24, 2022;

•

attending and voting at the Annual Meeting on May 25, 2022;

•

submitting a properly signed proxy card with a later date that is received no later than May 24, 2022 at 11:59 p.m. Eastern time; or

•

if you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee.

Your most recent proxy card or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporation before your proxy is voted or you vote at the Annual Meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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Are there any rights of appraisal?

None of Delaware law, our fourth amended and restated certificate of incorporation (“Certificate of Incorporation”) or our Bylaws, each as currently in effect, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, you will have no right to dissent and obtain payment for your shares.

Our Principal Executive Offices

Our principal executive offices are located at 450 Bedford Street, Lexington, MA 02420. Our telephone number is (781) 301-6700.

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PROPOSAL NO. 1 — CORRECTION OF A DEFECTIVE CORPORATE ACT

Background

On June 16, 2021, our Board of Directors, by unanimous written consent, adopted the Second Amended and Restated Bylaws, which are the current Bylaws. A copy of the Bylaws is included as Appendix A to this Proxy Statement. In addition to the other provisions, Section 3.02 of the Bylaws provides for a classified board of directors divided into three classes of directors. Pursuant to the terms of the Classified Board, the directors serving on the Board of Directors are classified as “Class I Directors,” “Class II Directors” and “Class III Directors.” At the time of adoption of the Bylaws, Andrew L. Ross and Stephen Gullans were designated as Class I Directors; John L. Brooks III, George “Bud” Scholl and Jill Mullan were designated as Class II Directors; and Christopher Ianelli and Margaret H. Lawrence were designated as Class III Directors. The initial term of each of the Class I Directors expires at this Annual Meeting, the initial term of each of the Class II Directors expires at the 2023 annual meeting of stockholders and the initial term of each of the Class III Directors expires at the 2024 annual meeting of stockholders. Upon election at each of such annual meetings, the terms of each class of directors continues for a period of three (3) years until the applicable annual meeting of stockholders or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.

Pursuant to the provisions of §141(d) of the DGCL, where a corporation creates a Classified Board under the provisions of its bylaws, unless created in a corporation’s initial bylaws, the bylaws creating a Classified Board must be adopted by the corporation’s stockholders. Although the Bylaws were adopted by the Board, the Board inadvertently failed to submit the Bylaws to the Corporation’s stockholders to vote for the adoption of the Bylaws. Such inadvertent failure to obtain the approval of the stockholders for the adoption of the Bylaws, in connection with the creation of a Classified Board, is considered a defective corporate act (the “Defective Corporate Act”), which can be cured by complying with the procedures set forth in §204 of DGCL.

Procedures for Correcting a Defective Corporate Act Pursuant to §204 of DGCL

On March 21, 2022, at a special meeting of the Board, as required pursuant to §204 of DGCL, our Board adopted and approved the following resolutions for the purpose of correcting the Defective Corporate Act:

RESOLVED, that on June 16, 2021, the Board adopted the Company’s Second and Amended Restated Bylaws (“Bylaws”), which Bylaws, in Section 3.02, provides for a classified Board consisting of three classes of directors, identified as Class I Directors, Class II Directors and Class III Directors, with each class of directors to serve for a term of three (3) years until his or her directorship comes up for re-election at the Company’s Annual Meeting of Stockholders; and it is further

RESOLVED, that although the bylaw creating a classified Board was required to be adopted by the Company’s stockholders, pursuant to the provisions of §141(d) of the DGCL, the Board inadvertently failed to submit such bylaw to the Company’s stockholders for adoption, which is deemed to be a defective corporate act (the “Defective Corporate Act”); and it is further

RESOLVED, that the Defective Corporate Act occurred on June 16, 2021; and it is further

RESOLVED, that pursuant to §204 of the DGCL, the Board hereby takes all actions necessary and hereby approves the ratification of the Defective Corporate Act so that the creation of a classified Board shall, after the approval of the Company’s stockholders, be considered a valid corporate act of the Company, effective as of June 16, 2021; and it is further

RESOLVED, that the foregoing resolutions be submitted to the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders for approval by the Company’s stockholders.

As required pursuant to provisions of §204 of the DGCL and set forth in the resolutions adopted and approved by the Board, the above resolutions (other than the final resolution) are hereby being submitted to the Corporation’s stockholders for their approval of the correction to the Defective Corporate Act.

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Purpose for Having a Classified Board and Possible Adverse Implications for Stockholders

The primary purpose for having a Classified Board is to make it more difficult for a third party to consummate a change of control of the Corporation without the approval of the Corporation’s management. Competitors of the Corporation or others may, without the approval of management, acquire shares of our voting capital stock making it possible for any such third party to vote, at our annual meeting of stockholders, against director nominees vetted and approved by the Corporation’s nominating and corporate governance committee, and, instead, elect director nominees nominated by such third party, even though it may not be in the best interests of the Corporation and our stockholders. Without having a Classified Board, at each annual meeting of stockholders the entire Board would be up for re-election making it much easier for a third party to take control of the Corporation because it would be able to replace the entire Board at that meeting. By having a Classified Board, our directors each serve for a term of three (3) years and, based on the composition of the current Board, the most number of directors that can be replaced at any annual meeting of stockholders is three (3) directors, allowing at least four (4) of the directors to continue to serve on the Board for at least one (1) more year.

Although our directors have a fiduciary duty to our stockholders to act in the best interests of the Corporation and its stockholders any time the Board is presented with an acquisition proposal from a third party, there is no assurance that the directors will always act in a way that stockholders believe is in their best interests and, therefore, having a Classified Board, which makes the removal of management more difficult, could discourage transactions that otherwise could be perceived as beneficial to the Corporation’s stockholders including, without limitation, acquisitions involving the payment of a premium over prevailing market prices for our securities.

Effects of Approval or Disapproval

If our stockholders approve this Proposal No. 1, the Defective Corporate Act will be corrected, without any further action of the Corporation, and the Classified Board will be considered validly adopted and approved by our stockholders retroactively as of June 16, 2021. In such event, the stockholders will be asked to elect the two (2) Class I Directors nominated for election as Class I Directors at this Annual Meeting, each to serve for a three-year term as described in Proposal No. 2.

If our stockholders do not approve this Proposal No. 1, we will not have a Classified Board and our stockholders will be asked to elect all seven (7) directors nominated for election at this Annual Meeting, each to serve for a one-year term as described in Proposal No. 3.

Vote Required

The approval of the correction to the Defective Corporate Act requires the affirmative vote of a majority of the votes properly cast. Abstentions will have no effect on the results of this vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR CORRECTION OF THE DEFECTIVE CORPORATE ACT SO THAT THE CORPORATION SHALL HAVE PROPERLY CREATED AND WILL CONTINUE TO HAVE A CLASSIFIED BOARD.

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PROPOSAL NO. 2 — ELECTION OF TWO CLASS I DIRECTORS
(IF PROPOSAL NO. 1 IS APPROVED BY THE STOCKHOLDERS)

If at the Annual Meeting Proposal No. 1 is approved by the stockholders correcting the Defective Corporate Act and ratifying the creation of a Classified Board, our stockholders will be asked to vote on this Proposal No. 2. If at the Annual Meeting Proposal No. 1 is not approved by the stockholders and the Defective Corporate Act is not corrected, this Proposal No. 2 (Election of Two Class I Directors) will not be submitted to a vote of our stockholders at the Annual Meeting, and instead Proposal No. 3 (Election of Seven Directors) will be submitted in its place.

Board Size and Structure

Our Board of Directors currently consists of seven (7) directors. Our Bylaws provide that the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than three (3) directors and not more than nine (9) directors.

Our Bylaws provide for a Board of Directors divided into three classes, designated as Class I Directors, Class II Directors and Class III Directors, with only one class of directors being elected in each year and each class (except for those directors appointed prior to the Annual Meeting) serving a three-year term. The term of office of the Class I Directors, consisting of Andrew L. Ross and Steven Gullans, will expire at the Annual Meeting. The term of office of the Class II directors, consisting of John L. Brooks III, George “Bud” Scholl and Jill Mullan, will expire at our 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The term of office of the Class III Directors, consisting of Christopher Ianelli and Margaret H. Lawrence, will expire at our 2024 annual meeting of stockholders (“2024 Annual Meeting”).

Current Directors and Terms

Our current directors, their respective positions and terms of office are set forth under the heading “Directors and Officers” on page 17 of this Proxy Statement.

Nominees for Class I Directors

In the event that Proposal No. 1 is approved by the stockholders, our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Andrew L. Ross and Steven Gullans, our Class I Directors, as nominees for re-election as Class I Directors, as their current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, they will each serve for a three-year term expiring at the annual meeting to be held in 2025 (the “2025 Annual Meeting”), or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mr. Ross and Dr. Gullans as Class I Directors. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. The Board of Directors has no reason to believe that any of the nominees will be unable to serve.

Information about Board Nominees

This Proxy Statement under the heading “Directors and Officers” on page 17 includes certain biographical information as of March 30, 2022 for each nominee for director, including all positions she or he holds, her or his principal occupation and business experience, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director.

We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of

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understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

Vote Required

The election of each of the Class I directors requires a plurality of the votes properly cast to be approved.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS, ONLY IN THE CASE THAT PROPOSAL NO. 1 IS APPROVED, A VOTE FOR THE ELECTION OF ANDREW L. ROSS AND STEVEN GULLANS AS CLASS I DIRECTORS TO HOLD OFFICE UNTIL THE 2025 ANNUAL MEETING, OR UNTIL THE ELECTION AND QUALIFICATION OF THEIR RESPECTIVE SUCCESSORS IN OFFICE, SUBJECT TO THEIR EARLIER DEATH, RESIGNATION OR REMOVAL.

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PROPOSAL NO. 3 — ELECTION OF SEVEN DIRECTORS
(IF PROPOSAL NO. 1 IS NOT APPROVED BY THE STOCKHOLDERS)

If at the Annual Meeting Proposal No. 1 is not approved by the stockholders and the Defective Corporate Act is not corrected, our stockholders will be asked to vote on this Proposal No. 3. If at the Annual Meeting Proposal No. 1 is approved by the stockholders, this Proposal No. 3 (Election of Seven Directors) will not be submitted to a vote of our stockholders at the Annual Meeting, and instead Proposal No. 2 (Election of Two Class I Directors) will be submitted in its place.

Board Size and Structure

Our Board of directors currently consists of seven (7) directors. Our Bylaws provide that the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than three (3) directors and not more than nine (9) directors.

Current Directors and Terms

Our current directors, their respective positions and terms of office are set forth below under the heading “Directors and Officers” on page 17.

Nominees for Director

In the event that Proposal No. 1 is not approved by the stockholders, our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Christopher Ianelli, Jill Mullan, Andrew L. Ross, George “Bud” Scholl, Steven Gullans, John L. Brooks III, and Margaret H. Lawrence as nominees for re-election as directors. If elected by the stockholders at the Annual Meeting, they will each serve for a one-year term expiring at the 2023 Annual Meeting and until the election and qualification of their respective successors, or until their earlier death, resignation or removal.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Dr. Ianelli, Ms. Mullan, Mr. Ross, Mr. Scholl, Dr. Gullans, Mr. Brooks and Ms. Lawrence. We expect that the nominees will serve if elected. However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. The Board of Directors has no reason to believe that any of the nominees will be unable to serve.

Information about Board Nominees

This Proxy Statement below under the heading “Directors and Officers” on page 17 includes certain biographical information as of March 30, 2022 for each nominee for director, including all positions she or he holds, her or his principal occupation and business experience, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director.

We believe that all of our directors and nominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

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Vote Required

The election of each of the directors requires a plurality of the votes properly cast to be approved.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS, ONLY IN THE CASE THAT PROPOSAL NO. 1 IS NOT APPROVED AND THE DEFECTIVE CORPORATE ACT IS NOT CORRECTED, TO VOTE FOR THE ELECTION OF EACH OF THE SEVEN NOMINEES LISTED ABOVE AS DIRECTORS TO HOLD OFFICE UNTIL THE 2023 ANNUAL MEETING, OR UNTIL THE ELECTION AND QUALIFICATION OF THEIR RESPECTIVE SUCCESSORS IN OFFICE, SUBJECT TO THEIR EARLIER DEATH, RESIGNATION OR REMOVAL.

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PROPOSAL NO. 4 — APPROVAL OF AMENDMENTS TO THE AMENDED AND
RESTATED 2021 STOCK INCENTIVE PLAN

Background

The stockholders are being asked to vote to approve amendments to the Corporation’s 2021 Plan to (i) set the maximum number of shares of our common stock that may be awarded to participants under the 2021 Plan as ISOs at 608,000 shares of common stock, (ii) revise the language relating to annual increases in the number of shares reserved for issuances of awards under the 2021 Plan so that it more clearly reflects the intent of such adjustment and (iii) make certain other non-material changes to the 2021 Plan.

The amendments to the 2021 Plan were approved by the Board at a special meeting of the Board on March 14, 2022 and will not be effective unless and until they are approved by our stockholders. If our stockholders do not approve the amendments to the 2021 Plan, the amendments will not take effect, but we may continue to grant rights to purchase shares under the 2021 Plan in accordance with the current terms and conditions of the 2021 Plan; provided, however, that no awards will be made as ISOs under the 2021 Plan, unless and until the stockholders approve an amendment specifying the number of shares that may be awarded as ISOs under the 2021 Plan. The Board has determined that it is in the best interests of us and our stockholders that the amendments to the 2021 Plan be approved and is asking our stockholders for their approval of the amendments to the 2021 Plan. The form of Second Amended and Restated 2021 Plan which includes the amendments is attached as Appendix B to this Proxy Statement.

Explanation of Amendments

Section 5(b) of the 2021 Plan currently provides as follows:

“(b) Subject to Section 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of 608,000 Common Stocks, plus an annual increase on each anniversary of the Effective Date thereafter while this Plan is in effect so that the aggregate amount of shares of Common Stock the Committee is authorized to deliver under this Plan equals to 5% of the total issued and outstanding number of Common Stocks as of such anniversary (or such lesser number of Common Stocks as may be determined by the Committee).”

Amendment to specify the number of shares of common stock that can be awarded ISOs under the 2021 Plan.

Under the current terms of the 2021 Plan, the committee that administers the 2021 Plan is authorized to issue awards for up to 608,000 shares of common stock. Additionally, each year, on June 16th, the number of shares available for issuance under awards pursuant to the 2021 Plan may be adjusted, without any further approval of the stockholders. Rule 422 under the Internal Revenue Code of 1986, as amended, in paragraph (b) thereunder, provides, with respect to the grant of ISOs, that the plan under which ISOs are granted must include the aggregate number of shares which may be issued as ISOs and must be approved by the stockholders. In order to address this requirement, the Board has authorized and approved the following new Section 5(c) to the 2021 Stock Option Plan:

“(c) Notwithstanding the provisions of Section 5(b) immediately preceding, the Committee is authorized to grant Awards under this Plan as Incentive Stock Options, for an aggregate of 608,000 shares of Common Stock and such amount shall not be increased or reduced, without the requisite approval of the Company’s stockholders, other than pursuant to the provisions of Section 12 of this Plan.”

Amendment to clarify that that the number of shares available for issuance under awards pursuant to the 2021 Plan may be increased annually only if 5% of the then issued and outstanding shares of common stock is greater than the number of shares of common stock then available for issuance as awards under the 2021 Plan and may not be reduced..

The language currently set forth in Section 5(b) of the 2021 Plan is not clear as to the applicable adjustment in the number of shares of common stock available for issuance under the 2021 Plan on an annual basis. In order

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to clarify the language so that it is consistent with the intent of the adjustment terms under the 2021 Plan, the Board has authorized and approved the following new Section 5(b) of the 2021 Plan to replace the existing Section 5(b) in its entirety:

“(b) Subject to Section 12 of this Plan, the Committee is authorized to grant Awards under this Plan for an aggregate of 608,000 shares of Common Stock; provided that, on each anniversary of the Effective Date thereafter while this Plan is in effect, the number of shares of Common Stock available for the grant of Awards by the Committee shall be adjusted, as applicable, so that the aggregate number of shares of Common Stock available for the grant of Awards under this Plan shall be equal to the greater of (i) the then current number of shares of Common Stock available for the grant of Awards under this Plan and (ii) such number of shares of Common Stock that is equal to 5% of the total number of issued and outstanding shares of Common Stock on such applicable anniversary date. Any adjustments made to the number of shares of Common Stock reserved for Awards under this Plan, pursuant to the provisions of this Section 5(b), shall not reduce the number of shares of Common Stock available hereunder.”

Vote Required

The approval of the amendments to the 2021 Plan requires the affirmative vote of a majority of the votes properly cast. Abstentions will have no effect on the results of this vote.

Board Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE RESOLUTION TO APPROVE, THE AMENDMENT TO THE CORPORATION’S 2021 PLAN TO (I) SET THE MAXIMUM NUMBER OF SHARES OF OUR COMMON STOCK THAT MAY BE AWARDED TO PARTICIPANTS UNDER THE 2021 PLAN AS ISOS AT 608,000 SHARES OF COMMON STOCK, (II) REVISE THE FORMULA FOR ANNUAL INCREASES IN THE NUMBER OF SHARES RESERVED FOR ISSUANCES OF AWARDS UNDER THE 2021 PLAN SO THAT INCREASES WILL ONLY BE MADE IF, ON EACH ANNUAL ADJUSTMENT DATE, 5% OF THE THEN ISSUED AND OUTSTANDING SHARES OF COMMON STOCK IS GREATER THAN THE NUMBER OF SHARES OF COMMON STOCK THEN CURRENTLY RESERVED UNDER THE 2021 PLAN AND (III) MAKE CERTAIN OTHER NON-MATERIAL CHANGES TO THE 2021 PLAN.

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PROPOSAL NO. 5 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The audit committee of our Board appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Wolf & Company, P.C. has served as our independent registered public accounting firm since 2014. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Wolf & Company, P.C. to serve as our independent registered public accounting firm for the year ending December 31, 2022. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to reconsider its appointment.

Representatives of Wolf & Company, P.C. are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

Audit, Audit-Related and All Other Fees

The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in the Annual Report on Form 10-K for the years ended December 31, 2021 and 2020, respectively, by Wolf & Company, P.C.

	Year Ended December 31,
	2021			2020
Audit fees(1)		$	175,500		$	140,000
Audit-related fees(2)			127,500			59,500
Total fees		$	303,000		$	199,500

(1)

This category includes the audit of our annual financial statements, reviews of our financial statements included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its engagements for those fiscal periods.

(2)

This category consists of assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consents regarding equity issuances.

Audit Committee’s Pre-Approval Policies and Procedures

The formal written charter for our audit committee requires that the audit committee pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are approved by our audit committee prior to the completion of the audit). Our audit committee may form and delegate authority to subcommittees of our audit committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to our full audit committee at its next scheduled meeting.

In 2021, the audit committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accounting firm pursuant to which the audit committee generally is required to pre-approve the audit and permissible non-audit services performed by the

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independent registered public accounting firm in order to ensure that the provision of such services does not impair the registered accountants’ independence.

The services provided to us by Wolf & Company, P.C. in fiscal 2020 and fiscal 2021 were provided in accordance with our pre-approval policies and procedures, as applicable.

Audit Committee Report

A brief description of the principal functions of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the audit committee charter, the audit committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Corporation, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Corporation’s independent registered public accounting firm and (4) the compliance by the Corporation with legal and regulatory requirements. It also shall review and approve all related-party transactions. Since the Company became public in June 2021, there were no related-party transactions in 2021 requiring review and approve.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2021 with management of the Corporation. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence. Based on the foregoing, the audit committee has recommended to the Board of Directors that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Submitted by the Audit Committee of the Board of Directors:

Mr. John L. Brooks III (Chair of the audit committee)
Ms. Margaret H. Lawrence
Dr. Steven Gullans

Vote Required

The ratification of the appointment of Wolf & Company, P.C. requires the affirmative vote of a majority of the votes properly cast. Abstentions will have no effect on the results of this vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF WOLF & COMPANY, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.

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DIRECTORS AND OFFICERS

Our directors and officers are as follows:

Name	Age	Position	Initial Term of Office
Christopher Ianelli	55	Chief Executive Officer President Director	July 2009 July 2009 July 2009
Jill Mullan	57	Chief Operating Officer Secretary Director	August 2013 November 2012 October 2014
Benjamin Bielak	53	Chief Information Officer	June 2018
Tracy Curley	60	Chief Financial Officer Treasurer	August 2020 July 2021
Andrew L. Ross	73	Chairman of the Board	January 2012
George “Bud” Scholl	62	Director	February 2014
Steven Gullans	69	Director	October 2020
John L. Brooks III	70	Director	June 2021
Margaret H. Lawrence	47	Director	June 2021

The biographical information concerning the directors and officers listed above is set forth below.

Christopher Ianelli has been serving as Chief Executive Officer, President, and Director since founding iSpecimen in July 2009. Dr. Ianelli serves as a Class III Director and his current term will expire at our 2024 annual meeting of stockholders. Dr. Ianelli was a co-founder of and served as Chief Executive Officer of Abkine Pharmaceuticals, Inc., a development stage biopharmaceutical company pioneering innovative approaches to treatment of inflammatory and autoimmune diseases based on disruption of interleukin-16 signaling and chemoattraction from November 2009 to December 2011. Prior to that, Dr. Ianelli served as a Managing Director at Leerink Swann (presently SVB Leerink), a leading healthcare and life science investment bank, where he managed the expansion and delivery of specialized research services and directed strategy to develop new healthcare data and information assets for the firm from August 2003 to March 2008. From 2000 to 2003, Dr. Ianelli was a co-founder and Managing Director of Boston Medical & Scientific Advisors LLC, a specialty healthcare investment research firm ultimately acquired by Leerink. Dr. Ianelli received his Bachelor of Science degree in Biological Sciences from University of Lowell and both his Ph.D. in Immunology and his M.D. from Tufts University. He completed his residency training, including a year as Chief Resident, in Pathology at Brigham & Women’s Hospital and Harvard Medical School.

Jill Mullan has been serving our Chief Operating Officer since August 2013, Secretary since November 2012, and director since October 2014. Ms. Mullan serves as a Class II Director and her current term will expire at our 2023 annual meeting of stockholders. Ms. Mullan joined the Company in 2010 as the Vice President of Marketing. She was a marketing/strategy consultant at AppNeta, a computer software company, from 2008 to 2010. From 2003 to 2008, she was a marketing and business strategy consultant to various technology based companies including EMC and Planon Software. From 2000 to 2003, Ms. Mullan was on the founding team and Director of Marketing at Storigen Systems, a provider of distributed storage networks, where she built and ran the company’s product marketing, communications, and public relations organization; developed the company’s brand identity and launched several successful products. She was also employed at Avid Technology

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from 1996 to 2000, as a Director of Product Marketing and Management with product responsibility for Avid’s editing product line. Prior to that, Ms. Mullan worked in product management and engineering roles at IBM, MIPS Computer Systems, and Hewlett Packard. Ms. Mullan formerly served as treasurer and board member of the Westford Education Foundation. She graduated with distinction from Cornell University with a Bachelor of Science in electrical engineering and received a Master of Business Administration from Stanford University with a focus on entrepreneurship and marketing.

Benjamin Bielak has been serving as our Chief Information Officer since June 2018. He served as the Chief Information Officer at GNS Healthcare, a leading casual machine learning product and services company, from January 2017 to May 2018 and as Director of Academic Technology at Harvard University, from February 2015 to January 2017. Prior to his work at GNS and Harvard, Mr. Bielak was the Chief Information Officer at Dovetail Health, a high-growth product and services company focused on reducing costs through pharmacy-focused interventions, from November 2006 to April 2014. He previously held roles as Manager of Development and Integration at Boston Medical Center and Senior Manager of Technology at Sapient, a global services company, from December 1997 to July 2005. Mr. Bielak holds a Master of Business Administration degree from Bentley University, where his studies focused on change management, and a master’s degree from Boston University in computer science. He maintains two certifications, the College of Healthcare Information Management Executives (CHIME) Certified Healthcare Chief Information Officer (CHCIO) and the Health Information Management System Society (HIMSS) Certified Professional in Healthcare Information and Management Systems (CPHIMS).

Tracy Curley has been serving as our Chief Financial Officer since August 2020 and as Treasurer since July 2021. She was a partner at CohnReznick LLP, a national accounting firm, from September 2017 to June 2020. During her time at CohnReznick, LLP, Ms. Curley led the creation and development of an emerging markets commercial audit practice for the firm in their Boston, MA office. Her practice focused on recruiting and providing audit services to private and public emerging growth companies in the technology and life sciences industries. From November 2014 to August 2017, she also served as a partner at Marcum LLP, a national accounting firm. Ms. Curley led the northeast regional high-tech practice for the firm. She focused on expanding the client base to provide a full range of accounting, tax and advisory services for private and public emerging growth companies in high tech industries such as technology, life sciences and advanced manufacturing. From March 2010 to October 2014, Ms. Curley served as a partner at Moody, Famiglietti & Andronico, LLP (“MFA”), a proactive consulting firm in the greater Boston, MA area with national and global reach. During her time at MFA, Ms. Curley led the creation and development of a public company audit practice focused on recruiting and providing audit services to public emerging growth companies. Ms. Curley serves as President and a board member of the North Shore Technology Council and as a board member of Project Green Schools. Ms. Curley received her Master of Accountancy and Bachelor of Science in Business Administration with a concentration in accounting from Kansas State University. She also attended the United States Military Academy. She is a certified public accountant licensed in the Commonwealth of Massachusetts.

Andrew L. Ross has been serving as our director since 2012. Mr. Ross serves as a Class I Director and his current term will expire at our 2022 annual meeting of stockholders. He has been an entrepreneur and investor for almost 50 years. He developed, financed, owned and managed through controlled entities over two dozen start-ups, real estate assets, including apartment units, hotels, a golf course, condominium projects, several office and retail commercial properties. Since 2010, Mr. Ross has focused on angel and early-stage investments primarily in biotech and collaborative consumption businesses. He has invested in and advised multiple early-stage enterprises as a seed, angel or A-round investor. Mr. Ross served as a director on the board of Q-State Holdings, Inc., from 2013 to February 2020. He currently serves as a director of RallyPoint Networks, Inc.

George “Bud” Scholl has been serving as our director since 2014. Mr. Scholl serves as a Class II Director and his current term will expire at our 2023 annual meeting of stockholders. He has been an entrepreneur for most of his professional life, primarily focused on purchasing and working out distressed assets across a variety of industries and asset types. He has developed and invested in financial, real estate, service and technology companies. Mr. Scholl currently serves as the President and Chief Executive Officer of OneBlood, which was formed in 2012 as a result of a merger he organized when he was Chairman and Chief Executive Officer of the Community Blood Centers of Florida, one of the three largest blood centers in the southeastern United States. Mr. Scholl currently serves on the boards of Secure Transfusion Services, Inc. where he chairs the audit

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committee, Prothya Biosolutions Belgium B.V. (formally Sanquin Plasma Products B.V.), headquartered in Brussels, Belgium, where he chairs the regulatory committee and OrSense Ltd. headquartered in Tel Aviv, Israel. He also served for four years on the board of HemaCare Corporation until it was acquired by Charles River Laboratories in January 2020. Until September 2021, Mr. Scholl served as the Mayor of the City of Sunny Isles Beach, Florida, where he was elected in 2014 after serving as City Commissioner for 7 years. Mr. Scholl is a graduate of the University of Florida and holds an engineering degree in computer science.

Steven Gullans has served as our director since October 2020. Dr. Gullans serves as a Class I Director and his current term will expire at our 2023 annual meeting of stockholders. From May 2018 to December 2019, he served as President and Chief Executive Officer and Director of Gemphire Therapeutics, until it was acquired by NeuroBo Pharmaceuticals. While at Gemphire, he oversaw activities related to clinical trials, manufacturing, finances, business development, R&D and intellectual property. Prior to Gemphire, he was Managing Director at Excel Venture Management, LLC (“Excel”), a Boston-based venture capital firm which he co-founded, from March 2008 to May 2018. At Excel, he focused on investing in life science technology companies with a particular interest in disruptive platforms that can impact multiple industries. Prior to Excel, Dr. Gullans co-founded RxGen, Inc., a pharmaceutical services company, where he also served as Chief Executive Officer and a director from February 2004 to February 2008. Prior to that, he was the Chief Scientific Officer of US Genomics, Inc., a company that developed technology to analyze DNA for pathogen detection, from November 2002 to January 2004. Dr. Gullans currently serves as a director at Orionis Biosciences, Atentiv Health, Navigation Sciences, and Alexis Bio. He was previously a board member of Activate Networks, Inc. which was acquired by Decision Resource Group, nanoMR Inc., which was acquired by DNA Electronics Ltd, Tetraphase Pharmaceuticals, Inc. which went public in 2013, and Molecular Templates, Inc. which was merged into a public entity in 2017, BioTrove which was acquired by Agilent, and NeuroBo Pharmaceuticals. Dr. Gullans was a faculty member at Harvard Medical School and Brigham and Women’s Hospital for almost 20 years. Dr. Gullans holds a B.S. from Union College and a Ph.D. from Duke University.

John L. Brooks III has been serving as our director since June 2021. Mr. Brooks serves as a Class II Director and his current term will expire at our 2023 annual meeting of stockholders. He currently serves as a director of Hemoshear Therapeutics since November 2008, Noxilizer since March 2009, Hygieia since June 2016 and Atentiv since March 2020. He served as the chairman of Thermalin, Inc. from January 2009 to December 2021. Mr. Brooks is the President of the NTT division of L-Nutra Inc., a company focused on nutrition and fasting mimicking technologies since March 2021. In January 2012, Mr. Brooks founded Ammonett Pharma and continues to serve on its board of directors since then. He has also served as the managing director of Healthcare Capital LLC since February 2007. Previously, Mr. Brooks served as the Chief Executive Officer, President and a director of NeuroBo Pharmaceuticals, Inc. from March 2018 to December 2019 and as the chairman of Cellnovo, Ltd. from 2012 to December 2019. Mr. Brooks is also involved with several non- profit organizations. He currently serves as the Chief Executive Officer and President of Worldwide Network for Innovation in Clinical Education and Research (WNICER) since January 2019 and serves as a director of T1D Exchange since March 2020, the ADA New England Chapter since January 2015, Population Health Alliance since January 2014, and the University of Massachusetts Amherst Foundation since January 2012. He also chairs the College Diabetes Network since January 2011. Mr. Brooks received his BBA and MSBA in Accounting from the University of Massachusetts Amherst.

Margaret H. Lawrence has been serving as our director since June 2021. Ms. Lawrence serves as a Class III Director and her current term will expire at our 2024 annual meeting of stockholders. Ms. Lawrence is an experienced, entrepreneurial executive with over a decade’s experience in finance roles and as a venture capital investor in the software industry. She has spent the last decade in general management leadership roles at high growth technology companies. She currently serves as a Vice President of Wayfair Professional and Perigold where she leads a large team with a full range of disciplines, including business strategy, customer experience, sales effectiveness, brand development, technology, and merchandising strategy since November 2016. Prior to joining Wayfair, Ms. Lawrence was Chief Services Officer at Motus, a SaaS-based expense reimbursement company, in 2016. She previously worked at Google from 2011 to 2015, as the Chief of Staff for Google’s Small and Medium Business organization for the Americas, running strategy and operations for the region. Prior to Google, Ms. Lawrence was a Partner at Pilot House Ventures, a Boston-based early stage venture capital firm. She led the investment process for and held board seats at a number of early stage technology companies. Over the last 15 years, Ms. Lawrence has held several board positions as part of her community

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engagement as well as her venture capital career. Ms. Lawrence received her BA in economics from Williams College and an MBA from Harvard Business School. She also serves on the Board of Directors of Polyconcept, a promotional products company.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Composition of our Board of Directors

Our Board of Directors currently consists of seven directors. Our Certificate of Incorporation and Bylaws, provide that our Board of Directors can consist of any number of directors as voted on and approved by the Board of Directors. Our Bylaws provide that our Board of Directors can consist of no less than three (3) and no more than nine (9) directors. Our Bylaws also provide that our Board of Directors is divided into three classes, designated as Class I, Class II and Class III directors, with only one class of directors being elected in each year and each class (except for those directors appointed prior to this Annual Meeting serving a three-year term), with such Classified Board being subject to the approval of our stockholders, at this Annual Meeting of a correction to a defective corporate act in which we failed to have our stockholders approve the Bylaws in which the Classified Board was created. The term of office of the Class I directors, consisting of Mr. Ross and Dr. Gullans, will expire at this Annual Meeting. The term of office of the Class II directors, consisting of Messrs. Brooks and Scholl and Ms. Mullan, will expire at our 2023 annual meeting of stockholders. The term of office of the Class III directors, consisting of Dr. Ianelli and Ms. Lawrence, will expire at our 2024 annual meeting of stockholders. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Qualifications

Christopher Ianelli – The Board believes that Dr. Ianelli is well-qualified to serve on the Board due to his extensive experience in operations of biopharmaceutical companies and his expertise in medicine, healthcare and life science.

Jill Mullan – The Board believes that Ms. Mullan is well-qualified to serve on the Board due to her extensive experience in operations, strategy, marketing, product, and business development in technology-based companies.

Andrew L. Ross – The Board believes that Mr. Ross is well-qualified to serve on the Board due to his extensive experience in investment.

George “Bud” Scholl – The Board believes that Mr. Scholl is well-qualified to serve on the Board due to his extensive experience in investment.

Steven Gullans – The Board believes that Dr. Gullans is well-qualified to serve on the Board due to his extensive experience in biopharmaceutical industries and his expertise in medical and pharmaceutical research.

John L. Brooks III – The Board believes Mr. Brooks is well-qualified to serve on the Board due to his expertise in healthcare and life sciences.

Margaret H. Lawrence – The Board believes that Ms. Lawrence is well-qualified to serve on the Board due to her extensive experience in business strategy and operations, including relevant experience with online marketplaces.

Board Diversity Matrix

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our Directors.

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Board Diversity Matrix (as of March 1, 2022)
Part I: Gender Identity	Male	Female	Non-Binary	Did Not Disclose Gender
Directors (7 total)	5	2	-	-
Part II: Demographic Background	Male	Female	Non-Binary	Did Not Disclose Gender
African American or Black	-	-	-	-
Alaskan Native or American Indian	-	-	-	-
Asian	-	-	-	-
Hispanic, Latino or Latina	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	5	2	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Undisclosed	-

Director Independence

As our common stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the definition of “independent director” contained in Nasdaq Listing Rule 5605(a)(2). Our Board of Directors has affirmatively determined that each of Dr. Gullans, Mr. Brooks, Ms. Lawrence and Mr. Scholl are “independent directors,” as that term is defined in the Nasdaq rules. Under the Nasdaq rules, our Board must be composed of a majority of “independent directors.” Additionally, subject to certain limited exceptions, our Board’s audit, compensation, and nominating and corporate governance committees also must be composed of all independent directors.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his capacity as a member of our audit committee, our board of directors, or any other committee of our board of directors: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Board Leadership Structure and Board’s Role in Risk Oversight

Andrew L. Ross is our Chairman of the Board. The Chairman has authority, among other things, to preside over and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board. We believe that the presence of four independent members of our Board ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, the Board holds executive sessions in which only independent directors are present.

Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization.

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Our audit committee oversees management of financial risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board regularly reviews plans, results and potential risks related to our product offerings, growth, and strategies. Our compensation committee oversees risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on our company.

Committees of the Board of Directors

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We will have a standing audit committee, compensation committee, and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit Committee

We have established an audit committee of the Board of Directors. Dr. Gullans, Mr. Brooks and Ms. Lawrence serve as members of our audit committee. Mr. Brooks chairs the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Brooks qualifies as an “audit committee financial expert” as defined in applicable Securities and Exchange Commission (“SEC”) rules and has accounting or related financial management expertise. The audit committee met three times during fiscal year 2021.

We have adopted an audit committee charter that is available to stockholders on the Corporation’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the audit committee, including:

➢

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

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discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

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discussing with management major risk assessment and risk management policies;

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monitoring the independence of the independent auditor;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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reviewing and approving all related-party transactions;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

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appointing or replacing the independent auditor;

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determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

➢

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The Board of Directors reviews the Nasdaq listing standards definition of independence for audit committee members on an annual basis and has determined that all current members of our audit committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

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The Board of Directors has also determined that Mr. Brooks qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Brooks’ level of knowledge and experience based on a number of factors, including his formal education and experience.

Compensation Committee

We have established a compensation committee of the Board of Directors. Messrs. Brooks and Scholl and Dr. Gullans serve as members of our compensation committee. Dr. Gullans chairs the compensation committee.

We have adopted a compensation committee charter that is available to stockholders on the Corporation’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the compensation committee, including:

➢

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

➢

reviewing and approving the compensation of all our other executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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if required, producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the Board of Directors. Mr. Scholl and Ms. Lawrence serve as members of our nominating and corporate governance committee. Mr. Scholl chairs the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter that is available to stockholders on the Corporation’s website at https://investors.ispecimen.com/governance-documents, which provides that persons to be nominated:

➢

should have demonstrated notable or significant achievements in business, education or public service;

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should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

➢

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating and corporate governance committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee does not distinguish among nominees recommended by stockholders and other persons.

Board and Board Committee Meetings and Attendance

During fiscal 2021, our Board of Directors met 47 times, the audit committee met three times, and both the compensation committee and the nominating and corporate governance committee did not have any meetings. In fiscal 2021, six of our directors attended at least 94% of the meetings of the Board and committees on which he or she served as a member. Mr. Scholl attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he has been a director); and (ii) the total number of meetings held by all committees of the Board on which he served (during the periods that he served).

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors. The Chairman of the Board presides at each of these meetings and, in his absence, the non-management and independent directors in attendance, as applicable, determine which member will preside at such session.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or compensation committee. See the section titled “Certain Relationships and Related Transactions, and Director Independence” for information about related party transactions involving members of our compensation committee or their affiliates.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available on our website at https:// investors.ispecimen.com/governance-documents. In addition, we post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information contained on, or that can be accessed through, our website is not part of our Proxy Statement, and the inclusion of our website address in this Proxy Statement is an inactive textual reference only.

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Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the Secretary, iSpecimen Inc., 450 Bedford Street, Lexington, MA 02420. The Secretary will forward the communication to the appropriate director or directors as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires the Company’s directors, executive officers and holders of more than 10% of the Company’s common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 and any amendments thereto filed with the SEC and stockholder reports from our transfer agent and written representations that no other reports were required, during the fiscal year ended December 31, 2021 our officers, directors and 10% or more stockholders complied with all Section 16(a) filing requirements applicable to them except that: (i) Dr. Ianelli filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to one transaction occurring on July 30, 2021; (ii) Ms. Mullan filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to one transaction occurring on July 30, 2021; (iii) Ms. Curley filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to one transaction occurring on July 30, 2021; (iv) Mr. Bielak filed a Form 5 on February 14, 2022 to report delinquent Form 4 filings with respect to six transaction occurring between June 16, 2021 and November 30, 2021; (v) Dr. Gullans filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to two transactions occurring on July 30, 2021; (vi) Mr. Brooks filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to two transactions occurring on July 30, 2021; (vii) Mr. Scholl filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to two transactions occurring on July 30, 2021; (viii) Ms. Lawrence filed a Form 5 on February 14, 2022 to report a delinquent Form 4 filing with respect to two transactions occurring on July 30, 2021; and (ix) Mr. Ross filed a Form 4s late, representing nine transactions occurring between June 16, 2021 and November 16, 2021 not reported on a timely basis.

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EXECUTIVE COMPENSATION

The following discussion of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

The discussion below includes a review of our compensation decisions with respect to fiscal years 2021 and 2020 for our “named executive officers,” or NEOs, namely our principal executive officer and our three other most highly compensated executive officers. Our NEOs for fiscal years 2021 and 2020 were:

➢

Christopher Ianelli, Chief Executive, President and Director

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Jill Mullan, Chief Operating Officer, Secretary and Director

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Benjamin Bielak, Chief Information Officer

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Tracy Curley, Chief Financial Officer and Treasurer

In 2021 and 2020, we compensated our NEOs through base salary, as described below. Our officers are also eligible for the standard benefits programs we offer all employees.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for fiscal years 2021 and 2020.

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock awards ($)			Option awards ($)(1)			Nonequity incentive plan compensation ($)			Nonqualified deferred compensation earnings ($)			All other compensation ($)			Total ($)
Christopher Ianelli(1)		2021		$	300,000		$	140,000		$	330,213		$	-		$	-		$	-		$	-		$	770,213
Chief Executive, President and Director		2020		$	250,000			-			-			-			-			-			-		$	250,000
Jill Mullan,(2)		2021		$	277,500		$	113,750		$	330,213			-			-			-			-		$	721,463
Chief Operating Officer, Secretary and Director		2020		$	230,000			-			-			-			-			-			-		$	230,000
Benjamin Bielak(3)		2021		$	250,000		$	84,000		$	300,193			-			-			-			-		$	634,193
Chief Information Officer		2020		$	220,000			-			-			-			-			-			-		$	220,000
Tracy Curley(4)		2021		$	282,999		$	84,000		$	240,153			-			-			-			-		$	607,152
Chief Financial Officer and Treasurer		2020		$	105,600			-			-			-			-			-			-		$	105,600

(1)

Christopher Ianelli has been serving as our Chief Executive Officer, President, and director since founding iSpecimen in July 2009.

(2)

Jill Mullan has been serving our Chief Operating Officer since August 2013, Secretary since November 2012, and director since October 2014.

(3)

Benjamin Bielak has been serving as our Chief Information Officer since June 2018.

(4)

Tracy Curley has been serving as our Chief Financial Officer since August 2020 and Treasurer since July 2021.

Employment Agreements

We have entered into one-year employment agreements with each of our Chief Executive Officer, Chief Operating Officer, Chief Information Officer, and Chief Financial Officer.

Christopher Ianelli

We entered into an employment agreement with Dr. Ianelli, effective as of June 21, 2021. Prior to entering into this employment agreement, Dr. Ianelli served as our Chief Executive Officer. Under the terms of the employment agreement, Dr. Ianelli continues to serve as our Chief Executive Officer. He is entitled to receive an annual salary of $350,000, in addition to benefits available to similarly-situated employees.

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For 2021, Dr. Ianelli was entitled to a Target Bonus of Forty Percent (40%) of Base Salary. Fifty percent of this bonus, or $70,000, was earnable upon the closing of our initial public offering (“IPO”), which occurred in June 2021; 25% was earnable upon the Company’s attainment of $13.5 million in gross revenue with a cost of revenue of less than or equal to 50% during calendar year 2021; and the final 25% will be earnable if the average daily closing price of the Company’s common stock is at or above $10.00 (1.25 times the $8.00 per share offering price of the Company’s common stock at the IPO) during the 30 consecutive day period immediately following the 10-month anniversary of the closing of the Company’s IPO (i.e., beginning April 21, 2022). In addition to any Target Bonus, Dr. Ianelli was also eligible for a bonus payout of $70,000 for the closing of the IPO (the “IPO Closing Bonus”). In 2021, the Company closed its IPO and Dr. Ianelli received payouts of $70,000 of the Target Bonus and $70,000 for the IPO Closing Bonus. No other cash bonuses were earned or paid.

At the closing of our IPO, Dr. Ianelli also received a grant of restricted stock units and performance share units with an aggregate value upon grant equal to approximately $597,000 (0.275 times 3.75% of our pre-money valuation plus the net proceeds from our IPO).

If we terminate the employment agreement for just cause or if Dr. Ianelli terminates the employment agreement by giving 30 days’ advance notice (other than for good reason), Dr. Ianelli shall be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period, and (iii) other payments which may be required by law. If Dr. Ianelli terminates the employment agreement for good reason, we terminate the employment agreement in the absence of just cause, or we do not renew the employment agreement, Dr. Ianelli is entitled to severance of 12 months in addition to the above compensation.

The employment agreement also contains customary noncompetition and non-solicitation covenants, provisions regarding the protection of confidential information and commitments to assign to us any inventions developed during the employment.

Jill Mullan

We entered into an employment agreement with Ms. Mullan, effective as of June 21, 2021. Prior to entering into this employment agreement, Ms. Mullan served as our Chief Operating Officer. Under the terms of the employment agreement, Ms. Mullan continues to serve as our Chief Operating Officer. She is entitled to receive an annual salary of $325,000, in addition to benefits available to similarly-situated employees.

For 2021, Ms. Mullan was entitled to a Target Bonus of Thirty Percent (35%) of Base Salary. Fifty percent of this bonus, or $56,875, was earnable upon the closing of our IPO, which occurred in June 2021; 25% was earnable upon the Company’s attainment of $13.5 million in gross revenue with a cost of revenue of less than or equal to 50% during calendar year 2021; and the final 25% will be earnable if the average daily closing price of the Company’s common stock is at or above $10.00 (1.25 times the $8.00 per share offering price of the Company’s common stock at the IPO) during the 30 consecutive day period immediately following the 10-month anniversary of the closing of the Company’s IPO (i.e., beginning April 21, 2022). In addition to any Target Bonus, Ms. Mullan was also eligible for an IPO Closing Bonus payout of $56,875. In 2021, the Company closed its IPO and Ms. Mullan received payouts of $56,875 of the Target Bonus and $56,875 for the IPO Closing Bonus. No other cash bonuses were earned or paid.

At the closing of our IPO, Ms. Mullan also received a grant of restricted stock units and performance share units with an aggregate value upon grant of $597,000 (equal to 0.275 times 3.75% of our pre-money valuation plus the net proceeds from our IPO).

If we terminate the employment agreement for just cause or if Ms. Mullan terminates the employment agreement by giving 30 days advance notice (other than for good reason), Ms. Mullan shall be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period, and (iii) other payments which may be required by law. If Ms. Mullan terminates the employment agreement for good reason, we terminate the employment agreement in the absence of just cause, or we do not renew the employment agreement, Ms. Mullan is entitled to severance of 12 months in addition to the above compensation.

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Benjamin Bielak

We entered into an employment agreement with Mr. Bielak, effective as of June 21, 2021. Prior to entering into this employment agreement, Mr. Bielak served as our Chief Information Officer. Under the terms of the employment agreement, Mr. Bielak continues to serve as our Chief Information Officer. He is entitled to receive an annual salary of $280,000, in addition to benefits available to similarly situated employees.

For 2021, Mr. Bielak was entitled to a Target Bonus of Thirty Percent (30%) of Base Salary. Fifty percent of this bonus, or $42,000, was earnable upon the closing of our IPO, which occurred in June 2021; 25% was earnable upon the Company’s attainment of $13.5 million in gross revenue with a cost of revenue of less than or equal to 50% during calendar year 2021; and the final 25% will be earnable as Special Incentives if the average daily closing price of the Company’s common stock is at or above $10.00 (1.25 times the $8.00 per share offering price of the Company’s common stock at the IPO) during the 30 consecutive day period immediately following the 10-month anniversary of the closing of the Company’s IPO (i.e., beginning April 21, 2022). In addition to any Target Bonus, Mr. Bielak was also eligible for an IPO Closing Bonus payout of $42,000. In 2021, the Company closed its IPO and Mr. Bielak received payouts of $42,000 of the Target Bonus and $42,000 for the IPO Closing Bonus. No other cash bonuses were earned or paid.

At the closing of our IPO, Mr. Bielak also received a grant of restricted stock units and performance share units with an aggregate value upon grant of a $543,000 (equal to 0.25 times 3.75% of our pre-money valuation plus the net proceeds from our IPO).

If we terminate the employment agreement for just cause or if Mr. Bielak terminates the employment agreement by giving 30 days’ advance notice (other than for good reason), Mr. Bielak shall be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period, and (iii) other payments which may be required by law. If Mr. Bielak terminates the employment agreement for good reason, we terminate the employment agreement in the absence of just cause, or we do not renew the employment agreement, Mr. Bielak is entitled to severance of 6 months in addition to the above compensation.

Tracy Curley

We entered into an employment agreement with Ms. Curley, effective as of June 21, 2021. Prior to entering into this employment agreement, Ms. Curley served as our Chief Financial Officer. Under the terms of the employment agreement, Ms. Curley continues to serve as our Chief Financial Officer. She is entitled to receive an annual salary of $280,000, in addition to benefits available to similarly situated employees.

For 2021, Ms. Curley was entitled to a Target Bonus of Thirty Percent (30%) of Base Salary. Fifty percent of this bonus, or $42,000, was earnable upon the closing of our IPO, which occurred in June 2021; 25% was earnable upon the Company’s attainment of $13.5 million in gross revenue with a cost of revenue of less than or equal to 50% during calendar year 2021; and the final 25% will be earnable if the average daily closing price of the Company’s common stock is at or above $10.00 (1.25 times the $8.00 per share offering price of the Company’s common stock at the IPO) during the 30 consecutive day period immediately following the 10-month anniversary of the closing of the Company’s IPO (i.e., beginning April 21, 2022). In addition to any Target Bonus, Ms. Curley was also eligible for an IPO Closing Bonus of $42,000. In 2021, the Company closed its IPO and Ms. Curley received payouts of $42,000 of the Target Bonus and $42,000 for the IPO Closing Bonus. No other cash bonuses were earned or paid.

At the closing of our IPO, Ms. Curley also received a grant of restricted stock units and performance share units with an aggregate value upon grant of approximately $434,000 (equal to 0.20 times 3.75% of our pre-money valuation plus the net proceeds of from our IPO).

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If we terminate the employment agreement for just cause or if Ms. Curley terminates the employment agreement by giving 30 days’ advance notice (other than for good reason), Ms. Curley shall be entitled to (i) earned but unpaid salary and earned but unpaid bonus through the termination date, (ii) COBRA benefits for up to the applicable statutory period, and (iii) other payments which may be required by law. If Ms. Curley terminates the employment agreement for good reason, we terminate the employment agreement in the absence of just cause, or we do not renew the employment agreement, Ms. Curley is entitled to severance of 6 months in addition to the above compensation. The employment agreement also contains customary noncompetition and non-solicitation covenants, provisions regarding the protection of confidential information and commitments to assign to us any inventions developed during the employment.

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding all outstanding stock options and restricted stock held by each of our named executive officers as of December 31, 2021:

	Option awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards ; Number of securities underlying unexercised unearned options (#)		Option exercise price ($)			Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)			Equity incentive plan awards: Number of unearned share, units or other rights that have not vested (#)		Equity incentive plan awards : Market or pay our value of unearned shares, units or other rights that have not vested ($)
(a)	(b)		(c)		(d)		(e)			(f)	(g)		(h)			(i)		(j)
Christopher Ianelli		4,508		—		—		$	1.02	31-Jan-29		41,667		$	264,169		—		—
Christopher Ianelli		48,106		—		—		$	1.02	12-Jul-29		—					—		—
Jill Mullan		19,296		—		—		$	1.08	29-Jun-26		41,667		$	264,169		—		—
Jill Mullan		4,508		—		—		$	1.02	31-Jan-29		—					—		—
Jill Mullan		65,792		—		—		$	1.02	12-Jul-29		—					—		—
Benjamin Bielak		20,513		2,931		—		$	1.56	14-Jun-28		37,879		$	240,153		—		—
Benjamin Bielak		4,508		—		—		$	1.02	31-Jan-29		—					—		—
Tracy Curley		—		—		—			—	—		30,304		$	192,127		—		—

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

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Compensation Committee Report Sessions

The compensation committee of the Board is currently comprised of Dr. Gullans and Messrs. Brooks and Scholl, each of whom the Board has determined to be independent. This report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Corporation specifically incorporates the information contained in this section by reference and shall not otherwise be deemed filed under either the Securities Act or the Exchange Act.

The compensation committee has reviewed and discussed with management the disclosure regarding executive compensation contained in this proxy statement for the Annual Meeting. Based on the review and discussions, the compensation committee recommended to the Board that such disclosure be included in this proxy statement.

This Compensation Report has been furnished by the Compensation Committee of the Board.

Dr. Steven Gullans (Chair of the compensation committee)
Mr. John Brooks
Mr. George “Bud” Scholl

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DIRECTOR COMPENSATION

Non-Employee Director Compensation

The following table sets forth information regarding the total compensation paid to our current non-employee directors during 2021 for their service on our Board. Our directors who are employed by us do not receive any additional compensation for serving on our Board.

Name	Fees earned or paid in cash ($)			Stock awards ($)				Options awards ($)(6)				Non-equity incentive plan compensation ($)		Non qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
(a)	(b)			(c)				(d)				(e)		(f)		(g)		(h)
Andrew L. Ross(1) Chairman of the Board		$	10,493		$	15,700	(7)		$	52,288	(12)		-		-		-		$	78,481
George “Bud” (2) Director		$	10,493		$	15,700	(8)		$	52,288	(13)		-		-		-		$	78,481
Steven Gullans(3) Director		$	22,932		$	15,700	(9)		$	52,288	(14)		-		-		-		$	90,920
Magaret H. Lawrence(4) Director		$	10,493		$	15,700

SEC Form DEF 14A filed by iSpecimen Inc.