Nael Hajjar
About Nael Hajjar
Nael Hajjar (age 40 as of December 28, 2024) has served as an independent director of ALT5 Sigma since August 2018; he leads Statistics Canada’s Annual Wholesale Trade Survey and previously served as Senior Analyst—Economist in Producer Prices, developing Canada’s first Investment Banking Services Price Index; he holds a B.Soc.Sci. (Honours Economics, 2006) and B.Comm. (Finance, 2008) from the University of Ottawa . He is classified as independent under Nasdaq rules, and signed the company’s 2024 Form 10‑K affirming his directorship as of March 28, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Statistics Canada | Unit Head, Annual Wholesale Trade Survey | Current | Leads national survey; financial statistics expertise |
| Statistics Canada | Senior Analyst — Economist, Producer Prices Division | Mar 2011 – May 2016 | Developed Canada’s first Investment Banking Services Price Index; led financial services price index projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Statistics Canada | Unit Head | Current | Public-sector role; no public company board disclosed beyond ALTS |
Board Governance
- Committee memberships: Audit Committee member (with Bitar and Butler as Chair); Compensation Committee member (with Butler as Chair); not on Nominating & Corporate Governance Committee (members Butler and Bitar) .
- Independence: Board disclosures identify Hajjar as independent since joining the Board .
- Attendance: In fiscal 2024, the Board met six times; each director attended at least 75% of Board and committee meetings; all directors at the time attended the Annual Meeting; no delinquent Section 16 filings reported for FY2024 .
- Board leadership: In 2024, the Board had no Lead Independent Director and was chaired by President and Secretary Tony Isaac; by September 2025, the proxy names Zachary Witkoff as Chairman, indicating leadership change .
- Governance processes: Audit Committee approves related-party transactions; charters posted on company website and referenced in filings .
Fixed Compensation
Non‑employee director compensation received by Hajjar:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 14,400 | 14,400 |
| Option Awards ($) | — | — |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 14,400 | 14,400 |
Policy context:
- ALTS uses a mix of cash and share-based compensation for directors; the 2024 Equity Incentive Plan authorizes up to 2,800,000 shares and caps the aggregate grant date fair value of director awards at 100,000 shares per calendar year .
Performance Compensation
- No performance‑based director awards (e.g., PSUs with explicit metrics) are disclosed for Hajjar for FY2023–FY2024; RSUs in FY2024 were granted to director Ron Pitters (50,000 RSUs vesting quarterly, per‑share pricing $2.00) but not to Hajjar .
- Plan purpose states awards link pay to stock price and “other performance objectives,” but specific director performance metrics are not disclosed for Hajjar .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Hajjar in DEF 14A and 10‑K biographies |
Expertise & Qualifications
- Financial statistics and economics expertise; project management; sector experience includes manufacturing, logging, wholesale trade, and financial services; dual degrees in Economics and Finance .
- Service on Audit and Compensation Committees indicates familiarity with financial reporting, internal controls, and executive pay governance; Audit Committee chaired by an SEC‑defined “financial expert” (Butler) .
Equity Ownership
| Metric | Oct 21, 2024 (DEF 14A) | Mar 25, 2025 (10‑K) | Aug 12, 2025 (DEF 14A) |
|---|---|---|---|
| Common Shares Beneficially Owned | — (less than 1%) | — (less than 1%) | 10,000 (less than 1%) |
| Ownership % of Common | <1% | <1% | <1% |
| Notes | Beneficial ownership as of record date; standard SEC computation | Includes shares acquirable within 60 days | Voting power table shows “*” (<1%) and overall voting preferred context |
Alignment context:
- Hedging prohibited for directors and officers per company policy .
- Officers and directors entered lock‑up agreements in 2025 related to the private placement, restricting sales of 50% of holdings for 90 days post resale registration effectiveness and the remainder conditioned on stockholder approvals—this supports near‑term alignment but also indicates directors had an interest in the transaction outcome .
Insider Trading Compliance
| Item | FY2024 Status |
|---|---|
| Section 16(a) filings timely? | Yes—Company believes all officers, directors, and 10% holders complied |
Shareholder Voting Signals
Director election results (Annual Meeting on Dec 18, 2024):
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Nael Hajjar | 6,353,137 | 475,131 | 1,389,265 |
Other 2024 items:
- 2024 Equity Incentive Plan approved: For 6,507,829; Against 318,769; Abstain 1,670; Broker Non‑Votes 1,389,265 .
- Auditor ratification passed: For 8,070,568; Against 145,854; Abstain 1,111 .
Compensation Committee Analysis
- Members: Hajjar and Butler (Chair); entirely independent .
- Scope: Reviews officer salaries, benefits, bonuses; recommends CEO pay to full Board; approves equity awards; charter adopted March 2011; no external compensation consultant used in FY2024 .
Related Party Transactions and Conflict Context
- Shared services with Live Ventures (Tony Isaac is President of ALTS and father of Live Ventures’ CEO; Butler also sits on Live Ventures board): $144,000 shared services (FY2024) and $17,000 rent (FY2024) after ceasing prior lease in 2023 .
- Notes with Live Ventures and Isaac Capital Group (ICG): Two $300,000 notes each at 10% interest (convertible at $0.61), approved by Board; outstanding balances of ~$327,000 each as of Dec 28, 2024; audit committee participates in approval of related party transactions .
- Additional related-party debt and advances: ICG demand advance $100,000 (10% interest; $48,000 outstanding); Novalk demand advances aggregating $220,000 (10% interest; $110,000 outstanding) .
- Broader debt profile includes legacy subsidiary fixed deposits and bitcoin‑denominated promissory note to unaffiliated parties at high interest rates; conversions of judgments and notes into common stock occurred in 2024, affecting dilution .
- Special Meeting (Oct 2025) involved private placement and investor‑appointed directors; officers/directors entered lock‑up agreements and the Board recommended proposals facilitating significant issuance and potential board influence by the lead investor .
RED FLAGS: Extensive related‑party relationships with Live Ventures/ICG overseen by Audit Committee; Board lacked Lead Independent Director in 2024; private placement introduced investor board appointments and lock‑ups indicating mixed incentives; CEO suspension in Oct 2025 signals governance instability .
Governance Assessment
- Strengths: Hajjar’s independence and quantitative economics background; service on Audit and Compensation Committees supports financial oversight and pay governance; attendance threshold met; hedging prohibited .
- Concerns: Board reliance on related‑party financing and shared services with Live Ventures and ICG; absence of Lead Independent Director in 2024; transactional lock‑ups created director interests; leadership turbulence with CEO suspension in 2025—heightened governance risk requiring scrutiny of committee effectiveness and independence in practice .
- Ownership alignment: Hajjar’s personal stake increased to 10,000 shares (<1%), modest alignment; no pledging disclosed; lock‑up restrictions temporarily align incentives; no director ownership guidelines disclosed .