Milton Ault

About Milton C. Ault III

Milton C. Ault III is Vice Chairman of the Board at Alzamend Neuro (ALZN); he rejoined the board in January 2024, having previously served as founder, Chairman and director from 2016 until ALZN’s IPO in June 2021 . He is 55 years old as of the 2025 record date and has over 27 years of experience across equities, fixed income, commodities, and real estate, with extensive roles in public-company leadership and capital markets .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined that Milton C. Ault III (Vice Chairman), Stephan Jackman (CEO), and Henry Nisser (EVP/GC) are not independent under Nasdaq and SEC rules; all other directors are independent .
• Committees: ALZN’s Audit, Compensation, and Nominating & Corporate Governance Committees are composed solely of independent directors; committee chairs are Mark Gustafson (Audit; also the “audit committee financial expert”), Lynne F. McGrath (Compensation), and Jeffrey Oram (Nominating) .
• Attendance: In FY ended April 30, 2024, the Board held 13 meetings; each incumbent director attended at least 75% of Board/committee meetings during their service period .
• Board arrangements: In May 2021, the Board agreed that William B. Horne would serve as Chairman while Mr. Ault beneficially owns ≥5%; Horne receives $50,000 annually for chair services. Mr. Ault’s five‑year consulting agreement ($50,000/year) established at IPO was terminated upon his January 2024 board reappointment .

Fixed Compensation

Performance Compensation

ALZN does not have formal stock ownership guidelines for directors or employees, citing sufficient existing ownership levels; insider trading policy permits 10b5‑1 plans, and hedging policies have not been adopted .

Other Directorships & Interlocks

Expertise & Qualifications

• Mr. Ault is a seasoned business professional with more than 27 years identifying value across financial markets; he has consulted for public and private companies from development-stage to seasoned businesses .
• Public-company leadership across SPAC, technology, and investment platforms indicates capital markets expertise and transaction experience .

Equity Ownership

• Historical pledge: ALZN’s 2019 financing with ALSF (affiliated with Mr. Ault) was secured by a stock pledge; disputes were settled on January 19, 2024 with ALSF returning 66,117 shares and the ALSF warrants, extinguishing the ALSF Note and pledge .

Governance Assessment

• Strengths:
  • Committees fully independent with defined charters; Audit has an SEC-defined “financial expert” and oversees related-party transaction approval .
  • Attendance ≥75% across directors, indicating baseline engagement .
  • Policy requires future affiliate transactions be at arm’s-length and approved by a majority of disinterested independent directors .
• Concerns/RED FLAGS:
  • Non-independence: Mr. Ault is not independent (Vice Chairman); he and affiliates exert significant influence (near 30% beneficial ownership), creating potential conflicts .
  • Related-party exposure: Extensive transactions with Ault-affiliated entities (Ault Lending’s Series B financing/warrants; Hyperscale Data marketing stock issuance; shared office space), increasing counterparty and governance risk .
  • Interlocks: Overlapping boards and management between ALZN and Hyperscale Data (Horne, Nisser, Cragun) heighten the risk of influence and information flow biases .
  • Ownership alignment policy gaps: No director ownership guidelines; hedging policy not adopted—can weaken long-term alignment signals .
  • Risk disclosure: ALZN’s prior 10‑K risk factors explicitly acknowledged potential conflicts with BitNile/Hyperscale affiliates and named individuals, citing risks that opportunities/time allocation could favor affiliates over ALZN .
  • Legal proceedings footnote: Board disclosures reference a Hyperscale Data press release dated August 15, 2023 under “Involvement in Certain Legal Proceedings,” signaling potential issues requiring investor diligence; details not provided in the proxy .

Related Party Transactions (Selected)

• Ault Lending (affiliate) purchased Series B Convertible Preferred Stock and warrants in multiple 2024 closings (1,220 shares in Jan 2024; 780 shares in Mar 2024; 100 shares in Apr 2024), with cash consideration including cancellation of prior advances; five-year warrants at $12.00 exercise price; Series B votes as-converted but subject to limitations .
• Hyperscale Data provided a $1.4 million marketing and brand development program (effective Aug 1, 2022); ALZN elected to pay in 6,222 shares at $225/share; shared office space used by ALZN accounting/finance .
• ALSF settlement (Jan 19, 2024) extinguished the pledged ALSF Note and returned equity/warrants to ALZN .

Director Compensation (Milton C. Ault III) – FY 2024

Independent director base compensation is $25,000 annually; the Board can adjust for service levels. Chairman receives $50,000 per the 2021 arrangement; Mr. Ault had a $50,000/year consulting agreement post‑IPO that was terminated upon his January 2024 board reappointment .

Committee Assignments & Chair Roles (Board)

Mr. Ault does not serve on committees; committee membership requires independence .

Independence, Attendance & Engagement

• Independence: Not independent; Vice Chairman .
• Attendance: ≥75% meeting attendance in FY 2024 across incumbents; Board met 13 times, Audit 7, Compensation 3; Nominating held no meetings; actions also taken by unanimous written consent .
• Executive sessions: Not disclosed; standard committee oversight documented .

Governance Quality Signals

• Positive: Independent oversight structures; explicit RPT approval policy; audit competency .
• Negative: High related-party financing and services; shared management and facilities with affiliates; substantial beneficial ownership concentration; absence of director ownership guidelines; explicit risk factor regarding conflicts .

Net takeaway for investors: Board independence at the committee level and formal RPT procedures are positives, but Mr. Ault’s non‑independence, concentrated ownership, overlapping roles, and recurring affiliate transactions represent material governance risks and potential conflicts of interest that can impact capital allocation, dilution outcomes, and investor confidence .