Charles Nelson
About Charles Nelson
Independent director since November 2023; prior Company consultant (Sep 2020–Sep 2023). Capital markets background with roles at American International Group, Dean Witter Reynolds (1979, Financial Advisor), Drexel Burnham Lambert (1980), Ladenberg Thalmann, and Auerbach Pollack & Richardson, originating equity and investment banking transactions; extensive financing in fintech, healthcare and biopharma over the past 20 years. Education and age not disclosed; board affirms independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group | Market Representative | Not disclosed | Capital markets exposure |
| Dean Witter Reynolds | Financial Advisor (HNWI & institutional) | 1979 | Client advisory, portfolio transactions |
| Drexel Burnham Lambert | Investment banking origination | 1980 | Equity and IB transactions |
| Ladenberg Thalmann | Investment banking origination | Not disclosed | Equity and IB transactions |
| Auerbach Pollack & Richardson | Investment banking origination | Not disclosed | Equity and IB transactions |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed (past 5 years) | — | — | — |
Board Governance
- Independence: Board determined Nelson is independent per Nasdaq Rule 5605 .
- Committees:
- Audit Committee member; committee affirmed financially literate; Brady as financial expert .
- Compensation Committee chair .
- Nominating & Corporate Governance Committee member; Chair transitions from Runge to Hermina post-2025 meeting .
- Audit Committee Reports signed by: Brian Brady (Chair), Charles Nelson, Jeffrey Runge, M.D. .
| Committee | Role (2024) | Role (Post-2025 Meeting) |
|---|---|---|
| Audit | Member (Brady Chair; Nelson, Runge) | Member (Brady Chair; Nelson, Hermina) |
| Compensation | Chair (Brady, Nelson, Runge) | Chair (Brady, Nelson, Hermina) |
| Nominating & Corporate Governance | Member (Runge Chair; Brady, Nelson) | Member (Hermina Chair; Brady, Nelson) |
Fixed Compensation
| Component (Directors) | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | Program existed Oct 2021–Jun 2022: $11,000; committee chair add’l $4,000 (historical reference) | No cash compensation paid to directors in FY2024; no new program adopted to preserve cash |
| Committee chair fees | Program ended Jun 2022: $4,000 (see above) | $0 (no cash paid) |
| Meeting fees | Not disclosed | Not disclosed |
Notes: 2021 director program terms (for context) were cash-only and equity components but concluded June 2022; Nelson’s specific FY2023 cash/fees not itemized in the director compensation table; FY2024 directors received no cash .
Performance Compensation
| Equity Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock/RSUs (annual grants) | Not disclosed for Nelson; director table shows option awards for Brady/Kiaie/Runge | Not disclosed for Nelson; board refrained from new compensation program |
| Options (grant details) | Not disclosed for Nelson in director comp; option tables relate to NEOs, not directors | Not disclosed for Nelson; no director cash program |
Performance metrics tied to director equity not disclosed.
Other Directorships & Interlocks
- Other public boards: None disclosed for Nelson in the proxy biographies covering past five years .
- Committee roles at other companies: Not disclosed .
- Interlocks: Compensation Committee Interlocks section states no officer interlocks; committee members never employees of the Company .
Expertise & Qualifications
- Capital markets and financing expertise spanning private and public listings (Nasdaq, NYSE); aligns with ADTX’s frequent equity-linked financing and capital structure actions .
- No formal designation as “audit committee financial expert” noted for Nelson; Brady designated .
Equity Ownership
| Metric | FY 2024 (Record Date: 1,993,682 shares o/s) | FY 2025 (Record Date: 4,956,555 shares o/s) |
|---|---|---|
| Beneficial ownership (shares) | 731 (<1%) | 2 (<1%) |
| Directly/through entity | 261 via Siu Kim Athle International, LLC (Nelson controls) | 1 via Siu Kim Athle International, LLC |
| Options (fully vested) | 470 options exercisable | 1 option exercisable |
| Pledged shares | Not disclosed | Not disclosed |
| Hedging/pledging policy | Not disclosed | Not disclosed |
Insider Trades
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxies | — | — | — | Section 16(a) compliance statement indicates timely filings by officers/directors |
Governance Assessment
- Strengths:
- Independent status; multiple committee roles including chair of Compensation Committee; broad capital markets experience beneficial for ADTX’s financing-heavy agenda .
- Documented participation in Audit Committee oversight, including signing audit committee reports .
- Concerns/Signals:
- Prior role as Company consultant (Sep 2020–Sep 2023) introduces familiarity risk; however board affirms independence under Nasdaq rules. Disclosure lacks detail on any consulting compensation amounts in the last three years vis-à-vis the $120,000 independence threshold .
- Absence of formal related-party transaction review policies cited due to small size; board intends to establish in future—this is a governance process gap. Related-party activity principally involves officer loans, not Nelson, but policy gap is a red flag in aggregate .
- Limited disclosure on director attendance, stock ownership guidelines, and director equity program; FY2024 no cash paid to directors, potentially limiting at-risk alignment, but also reflects cash preservation .
- Board effectiveness: Nelson’s chair role on Compensation positions him to influence executive pay structures; lack of disclosed performance metrics and peer benchmarking may hinder pay-for-performance analysis .
RED FLAGS
- Lack of formal related-party transaction review/approval policies (Company intends to establish later) .
- Prior consulting relationship (2020–2023) before board appointment; independence affirmed but perceived conflict risk persists without detailed compensation disclosure .
Notes on Attendance and Engagement
- Board/committee meeting attendance rates are not disclosed in the proxies; Audit Committee reports indicate active functioning and oversight with Nelson as a signatory .
Director Compensation Structure (Context)
| Program Element | Adopted | Terms | Status |
|---|---|---|---|
| Independent Director Program | Sep 18, 2021 | $11,000 annual retainer; $4,000 for each committee chair; equity component noted | Concluded June 2022; FY2024 no cash paid; board may adopt new program later |
Related Party Transactions (Conflict Review)
- No Nelson-specific related-party transactions disclosed. Company-wide related-party activity includes officer loans and historical transactions; board acknowledges lack of formal RPT policy with intent to establish in future .
Compensation Committee Analysis
- Composition: Independent directors; Nelson (Chair); Brady and Runge (2024), transitioning to Brady/Nelson/Hermina (post-2025 meeting) .
- Consultants: Use of independent compensation consultants not disclosed .
- Peer group/targets: Not disclosed .
- Interlocks: None; members have never been Company officers/employees .
Say-on-Pay & Shareholder Feedback
- No say-on-pay or director-specific votes disclosed in the referenced proxies; focus in 2024–2025 proxies on financing approvals and reverse split .
Summary Implications for Investors
- Nelson strengthens independent oversight and brings capital markets expertise aligned with ADTX’s financing needs; chairing Compensation Committee elevates his influence on pay practices .
- Transparency gaps (attendance, ownership guidelines, compensation metrics) and process gaps (RPT policy) warrant monitoring; prior consulting relationship should be tracked alongside independence representations .