David Neal
About David Neal
David Neal, age 53 as of April 30, 2025, has served as a director of Aclarion, Inc. since September 2016. He is the founder of SC Capital 1 LLC, a securitized LLC investing in breakthrough medical technologies; currently a Senior Vice President at CAPTRUST; previously a partner at Frontier Wealth Management (April 2015–July 2022) and held roles at UBS (2000–2015) including Portfolio Manager and regional manager. He holds a Bachelor of Sport Science (University of Kansas) and a Master of Management Science (Saint Louis University). The board has determined Neal is not independent under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CAPTRUST | Senior Vice President | Post-July 2022–present | Senior advisory role in a large financial advisory firm |
| Frontier Wealth Management | Partner | Apr 2015–Jul 2022 | Wealth management leadership until CAPTRUST merger |
| UBS | Portfolio Manager; Regional Manager (Wichita, KS) | 2000–2015 | Investment management and regional leadership |
| SC Capital 1 LLC | Founder | Not disclosed | Medical technology investment focus |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cosmosphere Foundation (Smithsonian-affiliated) | Chairman of the Board | Not disclosed | Governance leadership at a world-class space museum foundation |
| Leukemia & Lymphoma Society – Kansas Chapter | Past President of the Board | Not disclosed | Non-profit leadership in healthcare |
| Hutchinson Regional Medical Center | Director | 9 years | Hospital board service |
| John & Michael Neal Foundation for Cancer Research | Co-Founder | Since 2006 | Philanthropy focused on cancer research |
Board Governance
- Independence status: Not independent; the board deemed all directors except Jeff Thramann, Brent Ness, and David Neal independent, considering relationships and associations with >5% holders.
- Committee assignments: Neal is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees.
- Committee chairs: Audit—Stephen Deitsch; Compensation—Bill Wesemann; Nominating & Corporate Governance—Amanda Williams.
- Lead Independent Director: Bill Wesemann.
- Meeting attendance: Full board met 6 times in 2024; Audit 5, Compensation 2, Nominating & Governance 1; each director attended at least 75% of meetings of the board and committees on which they served.
- Director nomination: Board recommends voting FOR Neal’s re-election for a term ending at the 2026 annual meeting.
Stockholder Voting Support (signal of investor confidence)
| Meeting/Proposal | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 Annual Meeting – Election of David Neal | 1,191,463 | 105,532 | 2,741,544 |
| 2025 Annual Meeting – Election of David Neal | 49,956 | 16,658 | 200,431 |
Fixed Compensation
- Structure: Non-employee directors receive annual cash compensation of $25,000 (board retainer), $15,000 for Audit Committee chair, and $5,000 for each board committee membership; paid quarterly in arrears and prorated for partial quarters. Executive Chairman and CEO receive no director fees.
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| David Neal | 25,000 | 0 | 0 | 0 | 25,000 |
Performance Compensation
- Equity grants to Neal as director: None in 2024 (no RSUs, PSUs, or options awarded).
- Change-in-control treatment under the 2022 Equity Incentive Plan: Unvested awards generally do not vest upon change in control unless the Administrator accelerates in its discretion; awards may be assumed, purchased, or canceled depending on transaction terms.
- Director grant cap: The plan limits annual grants to non-employee directors to 50,000 shares during the period between annual meetings.
| Performance Metric | Target/Definition | Applies to Director Pay? |
|---|---|---|
| Equity award vesting in CoC | Discretionary acceleration by Administrator; otherwise unvested awards not vesting by default | No director awards granted in 2024 |
| Annual director share cap | ≤50,000 shares per non-employee director per annual cycle | Framework only; no 2024 grants to Neal |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Neal in the proxy biography. |
| Private/non-profit boards | Cosmosphere Foundation (Chair), Hutchinson Regional Medical Center (former director), Leukemia & Lymphoma Society – Kansas Chapter (past president), John & Michael Neal Foundation (co-founder). |
| Interlocks/conflicts | No compensation committee interlocks; committee members have not been company executives. |
Expertise & Qualifications
- Finance/investment expertise: Senior roles in wealth management (CAPTRUST, Frontier, UBS).
- Medical technology investment experience: Founder of SC Capital 1 LLC focused on breakthrough medical technologies and therapies.
- Education: Bachelor of Sport Science (University of Kansas); Master of Management Science (Saint Louis University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| David Neal | 2 | * (<1%) |
Notes: Total shares outstanding 582,371 as of May 9, 2025 (post 2025 stock splits).
- Policy on trading, pledging, hedging: Insider trading policy expressly prohibits derivative transactions by executive officers and directors, except transactions involving publicly traded common stock warrants; recognizes risks of margin/pledging and restricts such practices accordingly.
- Section 16 compliance: Company believes all directors and officers timely filed required ownership reports for 2024.
Governance Assessment
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Strengths:
- Clear committee leadership structure and independent chairs across Audit, Compensation, and Nominating & Governance; designated Audit Committee financial expert (Deitsch).
- Structured whistleblower and audit complaint procedures overseen by Audit Committee.
- Clawback policy effective Dec 1, 2023; code of conduct and Rule 10b5-1 plan policies disclose trading governance.
- Stockholder support for Neal’s election at both 2024 and 2025 meetings (votes FOR exceeded WITHHELD).
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Concerns / RED FLAGS:
- Independence: Neal is not independent under Nasdaq/SEC rules, reducing the ratio of independent directors and potentially complicating oversight given a combined chair/executive structure.
- Alignment: Minimal beneficial ownership (2 shares; <1%), with no 2024 equity awards—limited “skin-in-the-game” relative to peers favoring equity retainer mix.
- Engagement leverage: No standing committee assignments despite long tenure (since 2016), which may limit governance influence versus peers serving on committees.
- Equity plan amendment not approved by stockholders in 2025 (Plan amendment proposal failed), signaling cautious investor stance on dilution/governance of incentives.
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Related-party transactions: None >$120,000 since Jan 1, 2024; Audit Committee reviews/approves related-person transactions under written policy.
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Compensation structure: Director pay is fully in cash for 2024 with low absolute retainer ($25,000) and no meeting fees; absence of equity may limit long-term alignment.
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Attendance: Company discloses each director met ≥75% attendance threshold; no individual shortfalls reported.