Phillip Mertz
About Phillip Mertz
Independent director of Alpha Cognition Inc. (ACOG); age 40; director since March 18, 2021. Background in neurotechnology, AI, cybersecurity, and venture investing; Harvard University A.B. in Economics (2006). Affirmed independent under Nasdaq rules; father-son relationship with Chairman Len Mertz disclosed. Core credentials: co-founder/president of Cenizas Labs (neurotechnology/AI), partner at Mertz Holdings/Cenizas Capital, and co-founder of Secure Open Solutions (cybersecurity/compliance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cenizas Labs Inc. | Co-founder & President | Not disclosed | Leads innovation in neurotechnology and AI |
| Cenizas Capital; Mertz Holdings | Partner | Not disclosed | Shared voting/dispositive control over certain ACOG shares via Mertz Holdings |
| Secure Open Solutions | Founding partner/co-founder | Not disclosed | Cybersecurity and regulatory compliance for federal contractors |
| CNG Energy | Business development | Not disclosed | Commercial/BD experience |
| Touchstone Consulting Group | Management consultant | Not disclosed | Strategy/operations consulting |
External Roles
| Entity | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed as reporting issuer boards | — | — | ACOG lists other reporting issuer directorships for certain directors; Phillip Mertz not listed, implying no current public company boards . |
Board Governance
- Committee assignments: Chair, Compensation Committee; member count 2 (Mertz, Bakshi). Compensation Committee met 2 times in FY 2024; charter covers pay-setting for directors/executives and HR policies .
- Independence: Board affirmatively determined Phillip Mertz is independent under Nasdaq rules .
- Attendance/engagement: Board held 4 meetings in FY 2024; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Family relationship: Len Mertz is Phillip’s father; disclosed in proxy .
| Governance Item | Detail | Source |
|---|---|---|
| Compensation Committee | Chair; 2 members (Mertz, Bakshi); met 2 times in FY 2024 | |
| Independence status | Independent director (Nasdaq rules) | |
| Board meetings FY 2024 | 4 meetings; no director <75% attendance | |
| Family relationship | Father-son with Chairman Len Mertz |
Fixed Compensation
- Directors received no compensation in FY 2024 (development-stage rationale) .
- Effective February 18, 2025, Board compensation structure established: cash retainer plus committee fees.
| Cash Component (2025) | Amount (USD) | Applies to Phillip Mertz? | Source |
|---|---|---|---|
| Annual director retainer | $40,000 | Yes | |
| Compensation Committee Chair fee | $12,000 | Yes | |
| Audit Committee Chair fee | $15,000 | No | |
| Governance Committee Chair fee | $10,000 | No | |
| Audit Committee member fee | $7,500 | No | |
| Compensation Committee member fee | $6,000 | No (Chair receives chair fee) | |
| Governance Committee member fee | $5,000 | No |
Performance Compensation
- Equity for directors (2025): annual stock option grant valued at $95,000; options must be at or above FMV; repricing prohibited; awards subject to clawback .
- Illustrative option counts (company provided “would-have-been under new plan” reconciliation, mapping prior grants to the new plan): 38,762 options for Phillip Mertz at a weighted average exercise price of $5.93 .
| Equity Award Metric | Detail | Source |
|---|---|---|
| Annual director option grant value (2025) | $95,000 | |
| Options (mapped to new plan) | 38,762 options; WAE price $5.93 | |
| Option exercise price policy | ≥ FMV at grant; no discounting | |
| Repricing policy | Repricing of underwater options/SARs prohibited without shareholder approval | |
| Award term | ≤ 10 years | |
| Clawback | Awards subject to company clawback policies/rules |
No performance (PSU/TSR/EBITDA) metrics disclosed for director equity; grants are time-based options under plan constraints (FMV, term ≤10 years, no repricing) .
Other Directorships & Interlocks
| Category | Item | Source |
|---|---|---|
| Current public company boards | None disclosed | |
| Interlocks/related parties | Shared control over Mertz Holdings’ ACOG shares with Chairman Len Mertz (family relationship) |
Expertise & Qualifications
- Education: Harvard University A.B. in Economics, 2006 .
- Technical/industry: Neurotechnology and AI; cybersecurity/compliance for federal contractors; venture investing .
- Board qualifications noted by company: experience with neurotechnology and neurodegenerative diseases .
Equity Ownership
| Holding | Amount | % of Class | Notes |
|---|---|---|---|
| Common Shares | 191,379 | 1.2% | Beneficial ownership per proxy table |
| Class B Preferred Series A | 70,656 | 22.3% | Beneficial ownership per proxy table |
| Total Voting (Common + Pref) | — | 1.6% | Percent of total voting stock |
| Vested stock options | 40,666 | — | Vested options, not a voting security |
| Unvested options | 37,164 | — | Unvested options excluded from beneficial ownership |
| Shared holdings via Mertz Holdings | 100,481 common; 35,328 preferred | — | Shared voting/dispositive control with Len Mertz |
No pledging or hedging disclosed for this director; company hedging policy prohibits hedging/monetization transactions for directors/officers .
Governance Assessment
-
Strengths
- Affirmed independence and active leadership as Compensation Committee Chair; indicates governance responsibility and engagement .
- Attendance acceptable; Board met 4 times in FY 2024 with no director below 75% .
- Compensation framework instituted in 2025 with clear cash/option mix and plan-level guardrails (FMV exercise price, no repricing, clawback), enhancing pay-for-alignment .
-
Risks and potential conflicts
- RED FLAG: Family tie to Chairman (father-son) plus shared voting/dispositive control over Mertz Holdings’ ACOG shares. As Compensation Committee Chair, this raises perceived conflict risks when setting director/executive pay; board affirms independence, but optics warrant scrutiny and robust recusal practices .
- RED FLAG: Compensation Committee size (2 members) is lean; concentration of authority could limit deliberative checks compared to larger independent committees .
- Related-party transactions exist at company level (e.g., NLS promissory note; Alpha Seven loan) involving common directors/officers; while not tied to Phillip in the proxy, investors should monitor committee oversight of related-party approvals to ensure arm’s-length terms .
-
Alignment signals
- Director equity is option-based at FMV with clawback and hedging prohibitions—favorable for shareholder alignment; no guaranteed equity beyond plan limits ($500k total compensation cap for non-employee directors per plan) .
- Beneficial ownership and vested options indicate skin-in-the-game; however, shared holdings via Mertz Holdings blur individual alignment and may complicate independence perceptions .
-
Additional notes
- Directors received no compensation in FY 2024; 2025 cash retainers and option grants institutionalize director pay going forward, improving transparency while adding at-risk equity exposure .
- Company adopts executive clawback (Rule 10D-1) and subjects plan awards to clawback; ensure enforcement disclosures if restatements occur .
RED FLAGS:
• Family relationship with Chairman + shared voting control via Mertz Holdings **[1655923_0001213900-25-037661_ea0240027-01.htm:14]** **[1655923_0001213900-25-037661_ea0240027-01.htm:9]**
• Two-member Compensation Committee (chair + one member) **[1655923_0001213900-25-037661_ea0240027-01.htm:35]**
Positive Signals:
• Independent status affirmed; active committee leadership **[1655923_0001213900-25-037661_ea0240027-01.htm:28]** **[1655923_0001213900-25-037661_ea0240027-01.htm:35]**
• At-risk equity with FMV strike; anti-repricing; clawback; anti-hedging **[1655923_0001213900-25-037661_ea0240027-01.htm:19]** **[1655923_0001213900-25-037661_ea0240027-01.htm:39]**
• Acceptable attendance; engaged Board processes **[1655923_0001213900-25-037661_ea0240027-01.htm:28]**
Monitoring Items:
• Recusal/documentation standards in compensation/related-party decisions **[1655923_0001213900-25-037661_ea0240027-01.htm:35]** **[1655923_0001213900-25-037661_ea0240027-01.htm:51]**
• Future director equity grants/vesting, and any changes to cash vs equity mix **[1655923_0001213900-25-037661_ea0240027-01.htm:48]** **[1655923_0001213900-25-037661_ea0240027-01.htm:19]**
• Any insider trading/Forms 4 activity (not disclosed in proxy) and compliance with trading windows **[1655923_0001213900-25-037661_ea0240027-01.htm:40]**