Len Mertz
About Len Mertz
Len Mertz (age 69) is an independent, non‑executive Chairman of the Board at Alpha Cognition Inc. (ACOG) and has served as a director since March 18, 2021; he is a CPA with a BBA in Finance (Highest Honors) and Master’s in Professional Accounting from the University of Texas at Austin . He has over 35 years as a co‑founder, board member, and investor across healthcare and technology, including Shannon West Texas Memorial Hospital (Chairman) and First National Bank of Mertzon (director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shannon West Texas Memorial Hospital | Chairman | Ongoing (as of proxy) | Oversees governance at a CMS 5‑star hospital with budgeted gross revenues >$1B |
| Mayne & Mertz, Inc. | Co‑founder/Partner | Since Jan 1982 | Oil & gas exploration; long‑standing entrepreneurial operating experience |
| Various companies (Triumvira Immunologics, Akido Labs) | Investor/Board member | >35 years cumulative experience | Growth investing; governance exposure |
| Certified Public Accountant | CPA | Early career | Financial reporting and controls expertise |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| First National Bank of Mertzon | Director | Ongoing (as of proxy) | Private |
| Shannon West Texas Memorial Hospital | Chairman | Ongoing (as of proxy) | Non‑public hospital system |
Board Governance
- Independence: The Board affirmatively determined Len Mertz is independent under Nasdaq Listing Rules; he serves on fully independent Audit, Compensation, and Governance/Nominating committees (all members independent) .
- Committee assignments: Audit Committee Chair; Governance & Nominating Committee member; identified by the Board as the Audit Committee Financial Expert .
- Attendance and engagement: Board held 4 meetings in FY2024 and no director attended fewer than 75%; Audit Committee met 4 times and Governance & Nominating met 2 times, indicating active committee oversight .
- Board leadership: ACOG employs a non‑executive Chairman model with independent director oversight of risk and executive sessions with auditors without management present .
Committee Roles
| Committee | Role | Independence/Flexibility |
|---|---|---|
| Audit Committee | Chair | All members independent and financially literate; Mertz designated financial expert; 4 meetings in FY2024 |
| Governance & Nominating | Member | Independent membership; 2 meetings in FY2024; governance guidelines and succession planning responsibilities |
| Compensation Committee | Not a member | Compensation Committee comprised of independent directors (Phillip Mertz, Chair; Rob Bakshi) |
Fixed Compensation
| Element | Amount | Effective Date/Notes |
|---|---|---|
| Annual cash retainer (Chairman) | $70,000 | Effective Feb 18, 2025 |
| Audit Committee Chair fee | $15,000 | Effective Feb 18, 2025 |
| Governance & Nominating Committee member fee | $5,000 | Effective Feb 18, 2025 |
| Director cash fees in FY2024 | $0 | Directors received no compensation in FY2024 |
Note: Committee member fees are stated by committee; Chairs also have chair‑specific fees. The proxy does not specify whether chair fees are additive to member fees within the same committee .
Performance Compensation
| Element | Grant Value | Instrument | Vesting/Terms |
|---|---|---|---|
| Annual equity grant (non‑employee director) | $95,000 | Stock options | Established Feb 18, 2025; plan‑level terms apply |
| 2024 option issuance (Len Mertz) | 55,659 options | Stock options | Weighted average exercise price $5.93 (issued under prior plans; illustrative under 2025 plan) |
| Clawback policy | N/A | Company‑wide recoupment | Awards subject to clawback; SEC Rule 10D‑1/Nasdaq 5608 adopted Nov 12, 2024 |
| Anti‑repricing | N/A | Plan governance | Repricing of underwater options/SARs prohibited without shareholder approval |
Performance metrics: The proxy does not disclose director‑specific performance metrics tied to equity; director options are time‑based and governed by plan terms (no discount grants; 10‑year max term; clawback; anti‑repricing) .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Issue |
|---|---|---|
| Phillip Mertz | Son of Len Mertz; ACOG director | Family relationship disclosed; shared control via Mertz Holdings over certain ACOG shares |
| Mertz Holdings | Joint ownership vehicle | Shared voting/dispositive control of 100,481 common and 35,328 Class B preferred shares between Len and Phillip Mertz |
| Neurodyn Life Sciences (NLS) | Related party via common director (Kenneth Cawkell) | Company has promissory note; amended terms and extension; reviewed by Audit Committee for related‑party oversight |
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation based on education and experience; deep understanding of GAAP, estimates, accruals, provisions, and internal controls .
- Multi‑sector board experience and financial oversight at hospital and banking institutions; long‑tenured entrepreneurial operator/investor .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares | 382,671 | Includes 324,006 directly and 100,481 via Mertz Holdings (shared control with Phillip) |
| Class B Preferred Series A | 95,343 | Includes 35,328 via Mertz Holdings (shared control with Phillip) |
| Vested stock options | 58,665 | As of record; unvested options excluded |
| Unvested stock options | 53,623 | Not counted in beneficial ownership |
| % of common shares outstanding | 2.4% | Based on 16,019,787 common shares outstanding |
| % of Class B Preferred Series A | 30.1% | Based on 316,655 preferred shares outstanding |
| % of total voting stock | 2.9% | Includes voting rights of common and preferred |
Insider Trades
| Item | Status | Source |
|---|---|---|
| Section 16(a) filing timeliness (FY2024) | Timely (no late reports for Len Mertz) | Proxy notes only one late Form 3 (Henry Du) |
| Form 4 transaction disclosure (FY2024) | Not disclosed in proxy for Len Mertz | Proxy’s Section 16 compliance does not list Len Mertz as delinquent; transactions not itemized |
Governance Assessment
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Strengths
- Independent, financially literate Chairman serving as Audit Committee Chair and designated Audit Committee Financial Expert; clear oversight of auditor independence, internal controls, and related‑party transactions .
- Active engagement: 4 Board meetings; 4 Audit Committee meetings; 2 Governance meetings with no <75% attendance; committee charters publicly available .
- Guardrails: Anti‑repricing, no evergreen share pool, no discount grants, clawback policy aligned with SEC/Nasdaq; hedging prohibited by policy .
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Potential Risks / RED FLAGS
- Family interlock: Len Mertz is father of director Phillip Mertz; shared voting/dispositive control via Mertz Holdings over a portion of common and preferred shares (potential alignment but also conflict risk) .
- Related‑party exposure: Company maintains a promissory note with NLS (related via common director) and a loan agreement with Alpha Seven (related via common director and officers); audit committee must rigorously oversee and approve such transactions to mitigate conflicts .
- 2025 introduction of director cash/equity compensation (after $0 in 2024) increases pay; monitoring equity grant sizing against the $500,000 annual cap for non‑employee directors and ensuring pay‑for‑performance alignment remains key .
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Alignment Signals
- Meaningful personal ownership and options (vested and unvested) and active committee leadership indicate skin‑in‑the‑game and governance influence .
- Robust plan and code provisions (clawback, anti‑repricing, hedging prohibition) support shareholder‑friendly governance .
Overall, Len Mertz’s profile reflects strong audit/governance competency and independence with notable family/ownership interlocks that warrant ongoing scrutiny by the Audit and Governance committees to avoid related‑party conflicts and ensure continued investor confidence .