David Katzoff

About David Katzoff

David J. Katzoff is the Chief Financial Officer of Alzamend Neuro (ALZN), appointed August 5, 2022 after serving as COO (Dec 2020–Aug 2022) and SVP of Operations (Nov 2019–Dec 2020) . He earned a B.S. in Business Management from the University of California at Davis . Age references in company proxies list him as 61 (FY2023 proxy) and 62 (FY2024 proxy), indicating he is in his early 60s during his CFO tenure . Company performance during his tenure includes cumulative TSR declining from $247.92 in FY2022 to $25.00 in FY2023, with net losses of $12.36M (FY2022) and $14.88M (FY2023), and no reported revenue in those years .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• No explicit annual performance bonus plan, weighting, targets, or payout formula were disclosed for the CFO; only the CEO’s performance bonus framework and option milestones are detailed in the proxy .

Outstanding equity awards (as of April 30, 2024):

Notes:

• The final line reflects equity incentive plan awards with unearned performance-vesting options outstanding, indicating performance conditions remain open .
• Comparative award detail at April 30, 2023 shows larger option counts and exercise prices of $15.00–$22.50 pre-reverse split context, across similar grant dates .

Equity Ownership & Alignment

Beneficial ownership (company-reported):

Policy and alignment considerations:

• The company has not adopted formal stock ownership guidelines for employees or directors .
• The company states “We have not adopted any hedging policies,” though it maintains an insider trading policy and permits 10b5-1 trading plans .
• No pledging of shares by Mr. Katzoff is disclosed; a stock pledge agreement noted in filings pertains to a related-party financing (ALSF) and not to Mr. Katzoff personally .

Employment Terms

• Appointment: Named CFO effective August 5, 2022; no employment agreement in place at appointment, and no immediate compensation changes at that time .
• Severance/Change in Control: No CFO-specific severance, change-in-control, or non-compete terms are disclosed; by contrast, CEO employment agreement includes severance, accelerated vesting on certain terminations, and a clawback .
• Clawback: Company has a clawback policy for restatements that applies to CEO, CFO and Section 16 officers, with recovery mechanics disclosed (SOX 304 reference) .

Performance & Track Record

• Mr. Katzoff has operated as CFO through a period of no reported revenue and increased net losses, with significant TSR volatility between FY2022 and FY2023 as presented in the company’s Pay vs. Performance disclosures .

Compensation Structure Analysis

• Year-over-year mix: CFO compensation in FY2024 was all cash base salary ($150,000) with no disclosed bonus or new equity grants, up from FY2023 base salary of $116,667 and no bonus, indicating a higher fixed-pay share and little disclosed at-risk pay for the CFO .
• Equity exposure: Existing option holdings include substantial unexercisable and performance-vesting tranches with high exercise prices ($150–$225) and 2029 expirations, which may limit near-term monetization absent share price appreciation and/or performance achievement .
• Governance levers: Company lacks stock ownership guidelines and has no hedging policy, but does permit 10b5-1 plans; combined with a clawback policy applicable to the CFO, this reflects a mixed alignment framework (permitted hedging vs. clawback) .

Investment Implications

• Alignment and retention: With no CFO employment agreement or disclosed severance/CIC protections, retention economics appear modest relative to standard biotech practices; base salary is low versus peers and there are no disclosed annual incentives, potentially elevating retention risk unless offset by legacy equity value or external roles .
• Selling pressure: The majority of outstanding equity is in options with exercise prices of $150–$225 and expirations in 2029, including unvested and unearned tranches; the structure suggests limited immediate liquidity from equity absent price/performance triggers, moderating near-term insider selling pressure .
• Policy risk: Lack of stock ownership guidelines and no hedging policy reduce formal alignment constraints, though 10b5-1 plans and a clawback policy apply; investors should monitor any adoption of hedging/ownership policies and Section 16 filings for trading patterns .
• Network and related parties: ALZN’s capital structure and related-party transactions involving Ault-affiliated entities (e.g., ALSF note and pledge agreement, subsequently settled in Jan 2024) indicate ongoing founder/affiliate influence; while not tied to Mr. Katzoff directly, this governance context is relevant to oversight and financing dynamics .