Andrew Woo
Alzamend NeuroAbout Andrew H. Woo
Andrew H. Woo, M.D., Ph.D., age 62, has served as an independent director of Alzamend Neuro since 2021. He is a practicing neurologist at Santa Monica Neurological Consultants and an Assistant Clinical Professor of Neurology at the David Geffen School of Medicine at UCLA and Cedars-Sinai Medical Center. Dr. Woo holds a B.A. from Cornell University and an M.D./Ph.D. in Neuroimmunology from Brown University, with residency at UCLA and fellowship in neurophysiology at Harbor-UCLA; he has received multiple UCLA clinical faculty teaching awards and is listed in several “Top Doctors” acknowledgments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santa Monica Neurological Consultants | Neurologist (private practice) | Not disclosed | Clinical practice in neurology |
| Brown University (Dept. of Molecular & Cell Biology) | Ph.D. in Neuroimmunology (academic training) | Not disclosed | Foundational research training |
| Weill-Cornell Presbyterian/Cornell Medical Center | Medicine internship | Not disclosed | Clinical training |
| UCLA (Neurology) | Neurology residency | Not disclosed | Academic training; later faculty awards |
| Harbor-UCLA | Neurophysiology fellowship | Not disclosed | Subspecialty fellowship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| David Geffen School of Medicine (UCLA) | Assistant Clinical Professor of Neurology | Not disclosed | Multiple teaching awards (2006, 2012, 2019) |
| Cedars-Sinai Medical Center | Assistant Clinical Professor of Neurology | Not disclosed | Academic contribution |
| Multiple Sclerosis Association of America | Board member; Navigating MS International Steering Committee | Not disclosed | Patient advocacy and clinical guidance |
| Muntada International Symposium (Abu Dhabi) | Invited speaker | Not disclosed | International speaker engagement |
Board Governance
- Independence: The Board determined Dr. Woo is independent under Nasdaq and SEC rules; only the Vice Chair (Ault), CEO (Jackman), and EVP/GC (Nisser) are non-independent .
- Committees:
- Audit Committee: Member (Chair: Mark Gustafson; Gustafson designated audit committee financial expert) .
- Nominating & Corporate Governance (NCG) Committee: Member (Chair: Jeffrey Oram) .
- Compensation Committee: Not a member .
- Attendance: In FY ended April 30, 2024, Board held 13 meetings; Audit 7; Compensation 3; NCG held none. Each incumbent director attended at least 75% of meetings of the Board/committees on which they served .
- Director slate and tenure: Nominated among eight directors; serving since 2021 .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $25,000 | Company pays independent directors $25,000 base; Board may adjust for elevated service |
| Committee Membership Fees | Not disclosed/none shown | No separate committee fees disclosed in director table |
| Committee Chair Fees | Not applicable for Woo | Woo not a chair; Chair of the Board (Horne) received $50,000 total fees |
| Meeting Fees | Not disclosed | No meeting fees disclosed in director table |
Performance Compensation
| Element | FY 2024 Disclosure | Metrics / Terms |
|---|---|---|
| Stock Awards (RSUs/DSUs) | None for directors (including Woo) | No performance-linked stock awards disclosed for directors |
| Option Awards (Director) | None for directors in FY 2024 | No director option grants disclosed for FY 2024 |
| Performance Metrics | Not disclosed for director pay | No TSR/revenue/EBITDA or ESG metrics tied to director compensation |
| Repricing Policy | Prohibited without shareholder approval under 2021 Plan | Governance protection against option/SAR repricing |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Multiple Sclerosis Association of America | Non-profit | Board member; Steering Committee | No ALZN-related transaction disclosed |
| UCLA / Cedars-Sinai | Academic/Health System | Assistant Clinical Professor | No ALZN-related transaction disclosed |
No public company directorships disclosed for Dr. Woo in the proxy; no related-party transactions involving Dr. Woo were disclosed .
Expertise & Qualifications
- Clinical neurology and neuroimmunology expertise; MD/PhD with extensive clinical practice and academic teaching credentials .
- Recognized educator with multiple UCLA clinical faculty awards; listed in Top Doctors publications .
- Patient advocacy and international speaking roles indicate stakeholder engagement and domain leadership .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares + derivative) | 2,666 shares (incl. options within 60 days) | 666 common shares + 2,000 options exercisable or exercisable within 60 days |
| Ownership % of Outstanding | Less than 1% | As noted with asterisk for under 1% |
| Vested vs. Unvested | Not broken out in proxy for directors | Options counted if exercisable within 60 days |
| Pledged/Hedged Shares | No pledging disclosed; Company has not adopted hedging policies | |
| Stock Ownership Guidelines | None (no formal guidelines for employees/directors) | Board satisfied with existing holdings |
Governance Assessment
- Board effectiveness: Dr. Woo strengthens clinical oversight and patient-centric perspective; active on Audit and NCG committees with independence affirmed .
- Engagement/Attendance: Met minimum attendance threshold; however, the NCG committee did not meet in FY 2024, which can be viewed as a governance process gap for nominations/board evaluation cadence (Board held 13; Audit 7; Comp 3; NCG 0) .
- Alignment and incentives: Director compensation for Dr. Woo is entirely cash ($25,000) with no annual equity grants, which may limit alignment with long-term shareholder value compared to equity-heavy structures common in biotech boards .
- Conflicts/Related Parties: No related-party transactions involving Dr. Woo disclosed; major related-party exposures center on other directors’ ties to Ault affiliates (Hyperscale Data, Ault Lending), not Woo .
- RED FLAGS:
- No hedging policy adopted, which is below governance best practice for directors/executives .
- No formal stock ownership guidelines for directors; alignment relies on discretionary holdings .
- NCG committee did not meet in FY 2024, suggesting limited formal activity in nominations/board evaluation during the year .
Overall, Dr. Woo appears independent, clinically expert, and appropriately engaged with committee work and attendance; alignment through equity is modest given lack of director equity grants and no ownership guidelines, while enterprise-level related-party risks reside with other board members rather than Woo .
Citations:
- Biography, education, external roles: **[1677077_0001214659-25-004335_z312254def14a.htm:13]** **[1677077_0001214659-25-004335_z312254def14a.htm:17]**
- Independence, committees, attendance: **[1677077_0001214659-25-004335_z312254def14a.htm:19]** **[1677077_0001214659-25-004335_z312254def14a.htm:20]** **[1677077_0001214659-25-004335_z312254def14a.htm:21]** **[1677077_0001214659-25-004335_z312254def14a.htm:22]** **[1677077_0001214659-25-004335_z312254def14a.htm:23]**
- Director compensation: **[1677077_0001214659-25-004335_z312254def14a.htm:27]**
- Equity ownership: **[1677077_0001214659-25-004335_z312254def14a.htm:55]** **[1677077_0001214659-25-004335_z312254def14a.htm:56]**
- Hedging policy; ownership guidelines: **[1677077_0001214659-25-004335_z312254def14a.htm:45]** **[1677077_0001214659-25-004335_z312254def14a.htm:46]**
- Related-party transactions (none involving Woo): **[1677077_0001214659-25-004335_z312254def14a.htm:52]** **[1677077_0001214659-25-004335_z312254def14a.htm:53]** **[1677077_0001214659-25-004335_z312254def14a.htm:54]**