DEF: Scientific Industries Sets 2026 Annual Meeting Agenda

Scientific Industries, Inc. announces its 2024 Annual Meeting of Shareholders for January 22, 2026, to vote on director elections, an expanded equity incentive plan, and auditor ratification.

Summary

• The 2024 Annual Meeting of Shareholders will be held virtually on January 22, 2026, at 11:00 a.m. New York time.
• Shareholders will vote on the election of two Class A Directors, Helena Santos and Jurgen Schumacher, to serve until the 2027 annual meeting.
• A proposal to amend the 2022 Equity Incentive Plan will be considered, increasing the number of shares available for issuance thereunder to 3,750,000 shares.
• The appointment of Berkowitz Pollack Brant Advisors + CPAs as the independent registered public accounting firm for the fiscal year ending December 31, 2025, requires ratification.
• As of December 16, 2025, there were 11,928,599 shares of Common Stock outstanding.
• The proposed increase in the equity incentive plan represents approximately 16.7% of the outstanding Common Stock, bringing total shares subject to awards and available for future awards to approximately 36% of outstanding shares.
• Reginald Averilla, former CFO, had his employment terminated on March 31, 2025. Zachary Rovinsky became CFO in June 2025.
• Daniel Donadille, CEO of Bioprocessing Operations, experienced a 25% salary reduction starting April 1, 2024, under a company salary reduction program.

Sentiment

Score: 6

Explanation: The filing is a standard proxy statement with routine proposals. The proposed increase in the equity incentive plan is a significant item that could lead to dilution, but is framed as necessary for growth and talent retention. Executive turnover and salary reductions in a segment introduce some caution, but overall, it's a procedural document with no immediate major positive or negative financial news.

Positives

• The company is seeking to expand its equity incentive plan to better motivate and retain key employees, directors, and consultants, which can be a positive for long-term talent retention.
• The Board of Directors has established clear corporate governance structures with independent members on all key committees (Audit, Compensation, Nominating and Corporate Governance).
• John Nicols has been identified as an audit committee financial expert, enhancing financial oversight capabilities.

Negatives

• The proposed amendment to the 2022 Equity Incentive Plan could result in significant shareholder dilution, as the total shares subject to outstanding awards and available for future awards would represent approximately 36% of total outstanding shares.
• The termination of former CFO Reginald Averilla on March 31, 2025, and the subsequent appointment of Zachary Rovinsky in June 2025, indicates recent turnover in a key executive position.
• Daniel Donadille, CEO of Bioprocessing Operations, experienced a 25% salary reduction starting April 1, 2024, which could signal cost-cutting measures or performance concerns within that segment.

Risks

• Shareholder dilution risk if the amendment to the 2022 Equity Incentive Plan is approved, potentially impacting the value of existing shares.
• Risk of not attracting or retaining key talent if the equity incentive plan is not approved, which could hinder the company's growth strategy.
• Potential for disruption or lack of continuity due to recent executive turnover, specifically the change in Chief Financial Officer.

Future Outlook

The company's future outlook, as indicated by the proposed amendment to the 2022 Equity Incentive Plan, is focused on motivating and retaining key talent to support its current growth strategy. The plan aims to ensure the company can attract experienced individuals who can make important contributions to its success.

Management Comments

• "It is important that your shares be represented at the 2024 Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting." John A. Moore, Chairman
• "Our Board does not believe that the number of shares available for issuance under the 2022 Plan is not sufficient in light of our current strategy for growth." Board of Directors (paraphrased)

Industry Context

The company's focus on expanding its equity incentive plan aligns with broader industry trends where stock-based compensation is a critical tool for attracting and retaining talent, particularly in technology and growth-oriented sectors. The emphasis on corporate governance, with independent directors on key committees and an identified audit committee financial expert, reflects current best practices and regulatory expectations for publicly traded companies. The virtual meeting format is also a continuing trend post-pandemic for shareholder engagement.

Comparison to Industry Standards

• The company's classified Board structure with staggered terms is a common, though sometimes debated, governance practice.
• The composition of the Audit, Compensation, and Nominating and Corporate Governance Committees with entirely independent directors, including an identified audit committee financial expert, aligns with NASDAQ listing rules and SEC requirements, demonstrating adherence to strong governance standards.
• The proposed equity incentive plan, which would result in approximately 36% of total outstanding shares being subject to awards or available for future issuance, is on the higher side compared to typical industry averages for mature companies, which often aim for lower dilution percentages (e.g., under 15-20% for new plans, though total overhang can vary). This level of potential dilution might be more common in early-stage growth companies or those undergoing significant transformation.
• The use of stock options in lieu of cash fees for directors is a practice seen in some companies, particularly those managing cash flow, but can also raise questions about director independence if a significant portion of compensation is equity-based.

Management Changes

Corporate Governance

Related Party Transactions

• A one-year consulting agreement with John Nicols (a director and Chairman of the Board of SBI) for the Bioprocessing System segment, which renewed on September 19, 2025.
• The agreement provides for a monthly retainer fee of $8,000.
• For the year ended December 31, 2023, the company paid $19,200 in fees and issued 35,000 stock options valued at $114,700 to John Nicols.
• For the year ended December 31, 2024, the company paid $96,000 in fees to John Nicols under this agreement.

Stakeholder Impact

• Shareholders: Potential for dilution if the equity incentive plan is approved, but also potential for long-term value creation through improved talent retention and motivation. Voting on key governance matters.
• Employees: The expanded equity incentive plan offers enhanced opportunities for stock-based compensation, potentially increasing motivation and retention.
• Management: Executive compensation details are disclosed, and the equity plan directly impacts their incentive structure. Recent CFO change and salary reduction for a segment CEO could impact morale or stability.
• Directors: Compensation details are provided, including stock options in lieu of cash, and their roles in corporate governance are clearly defined.

Next Steps

• Shareholders to vote on the election of two Class A Directors, the amendment to the 2022 Equity Incentive Plan, and the ratification of the independent registered public accounting firm at the Annual Meeting on January 22, 2026.
• The Board will reconsider the auditor appointment if shareholders fail to ratify it.
• Shareholders intending to present proposals for the 2026 Annual Meeting must submit them by August 18, 2026.

Key Dates

Recommendation

The filing is primarily a procedural proxy statement for an annual meeting, outlining standard governance matters such as director elections and auditor ratification. The most significant item is the proposed expansion of the equity incentive plan, which, while potentially dilutive (36% total overhang), is presented as a necessary tool for talent retention and growth. This suggests a strategic move rather than an immediate financial crisis or windfall. The executive changes (CFO termination, new CFO, salary reduction for a segment CEO) warrant attention but are not detailed enough to signal a strong buy or sell. Given the lack of new financial performance data and the strategic nature of the proposals, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring the outcomes of the proposals and future financial reports.

Keywords

Scientific Industries, Proxy Statement, Annual Meeting, Shareholder Vote, Director Election, Equity Incentive Plan, Stock Options, Corporate Governance, Auditor Ratification, Executive Compensation, Shareholder Dilution, SEC Filing, DEF 14A