Mark Gustafson

About Mark Gustafson

Mark Gustafson (age 65) has served as an independent director of Alzamend Neuro since June 2021 and is the Chair of the Audit Committee. He is a Chartered Professional Accountant with 35+ years of operational and financial experience; he holds a BBA from Wilfrid Laurier University and has been a Chartered Accountant since 1983 . He is designated the Board’s “audit committee financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Gustafson is independent under Nasdaq rules; all committee members are independent .
• Committee assignments and roles:
  • Audit Committee – Chair; designated “audit committee financial expert” .
  • Compensation Committee – Member .
  • Nominating & Corporate Governance Committee – Not a member .
• Attendance: In FY ended April 30, 2024 the Board met 13 times; Audit 7; Compensation 3; Nominating 0; each incumbent director attended at least 75% of applicable meetings .
• Committee scope highlights (Audit): Oversees external auditor, financial statements, internal controls, and reviews/approves related-party transactions .

Fixed Compensation

Performance Compensation

No director performance metrics or equity-based performance conditions were disclosed for Mr. Gustafson in FY2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Chartered Professional Accountant; 35+ years in corporate finance/operations across public and private companies .
• Extensive C-suite experience (CEO/CFO) at multiple listed companies; deep capital markets background .
• Audit Committee Chair and SEC-designated “audit committee financial expert” .
• Education: BBA (Wilfrid Laurier University); Chartered Accountant since 1983 .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director; Chair of Audit Committee with formal “financial expert” designation, supporting robust oversight of financial reporting and related-party reviews .
  • Attendance: Met the company’s threshold; Board and audit committee met frequently in FY2024 (13 Board; 7 Audit), indicating active governance cadence .
  • Committees are composed solely of independent directors, reinforcing structural independence .

• Concerns and monitoring items

  • RED FLAG: No formal stock ownership guidelines for directors—reduces long-term alignment; the company states none exist for employees or directors .
  • RED FLAG: No hedging policy adopted—this can undermine alignment; the proxy states the company has not adopted any hedging policies .
  • Alignment mix: Mr. Gustafson’s FY2024 compensation was 100% cash ($25,000) with no equity awards, limiting direct equity alignment in the year .
  • Related-party environment: Significant transactions with entities affiliated with Milton C. Ault III (e.g., settlement of the ALSF note; marketing arrangement with Hyperscale Data paid in shares; issuance of Series B preferred to Ault Lending) create perceived conflicts at the company level; the proxy does not disclose any transactions involving Mr. Gustafson personally, but the ecosystem concentration warrants continued vigilance by the Audit Committee .
  • Process note: The Compensation Committee did not engage a compensation consultant in FY2024, which can be acceptable for small caps but may limit external benchmarking rigor .

• Context on director elections and independence

  • Mr. Gustafson has served since 2021 and is nominated for re-election; the Board affirms his independence under Nasdaq and SEC standards .
  • Each committee charter is in place and available on the company’s website; committee roles and independence are reviewed annually .

Section 16(a) compliance: The company states all filing requirements for officers/directors/10% holders were complied with during FY2024, except for a Form 5 reporting one Form 4 transaction by a director (not identified) .

Committee Assignments Summary

Board & Committee Activity (FY Ended April 30, 2024)