Stephan Jackman

About Stephan Jackman

Stephan Jackman is Chief Executive Officer (since November 2018) and a Director (since September 2020) of Alzamend Neuro (ALZN). He holds a Master of Science in Management and a Bachelor of Engineering in Mechanical Engineering from Stevens Institute of Technology; age 49 as of the March 13, 2025 record date . As CEO and director, Jackman is not an independent director under Nasdaq rules . Pay-versus-performance disclosures show ALZN’s cumulative TSR declined to 0.49 in FY 2024 alongside continued net losses, indicating challenging shareholder outcomes over the last three years .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• Company discloses a clawback policy applying to incentive/equity compensation upon restatements and misconduct; Jackman’s bonuses/equity are subject to company clawback rights .
• No FY 2024 equity grants were reported for Jackman; FY 2023 included a large option grant accounting for most of total compensation .

Equity Ownership & Alignment

Policies:

• No formal stock ownership guidelines for employees or directors; insider trading policy allows 10b5-1 trading plans .
• No hedging policy adopted .

Employment Terms

• Agreement effective 6/17/2021; term through 7/1/2024; role: CEO reporting to Board; base salary initially $300,000 with performance bonus eligibility and prior option grants .
• Severance: if terminated without Cause or by Executive for Good Reason, 12 months base salary plus prorated bonus; immediate vesting of Options and 12-month post-termination exercise window; different acceleration/exercise windows for change of control, death, disability; unexercised grants void upon termination for Cause .
• Non-compete and non-solicit: 1-year separation period post-termination across US territory (and potentially expanded) with detailed scope; broad non-solicit and non-interference terms .
• Clawback: restatement-triggered reimbursement of incentive/equity, aligned with SOX Section 304; Board discretion to recoup excess performance-based compensation after restatement .
• As of the 2025 proxy, “Employment Agreements: None,” indicating no current disclosed employment agreement post-July 2024 .

Board Governance

• Board service: Director since 2020; not independent under Nasdaq rules .
• Committees: Audit, Compensation, and Nominating/Governance committees are composed solely of independent directors; Jackman is not listed as a member of any committee .
• Meetings and attendance: In FY ended Apr 30, 2024, Board held 13 meetings; Audit 7; Compensation 3; Nominating/Governance 0; each incumbent director attended at least 75% of meetings of the Board or committees on which they served .
• Director compensation (context): Independent directors receive $25,000 annual base; Chairman receives $50,000; Jackman’s compensation is reported under executive compensation, not director fees .

Dual-role implications:

• Jackman’s CEO + director role, combined with non-independence, centralizes management oversight; governance mitigants include independent committee structures and a separate Chairman .

Performance & Track Record

• Corporate actions under Jackman’s tenure include capital structure initiatives to maintain Nasdaq listing (reverse splits, compliance regained) and clinical progress announcements; examples include reverse split notices and compliance updates . The company reported ongoing clinical milestones and partnerships (e.g., Phase II activities, AI imaging collaboration) .
• Pay-versus-performance shows declining TSR in FY 2024 and persistent net losses, reflecting execution and financing challenges common to development-stage biopharma .

Compensation Committee Analysis

• Compensation Committee members: Lynne F. McGrath (Chair), Mark Gustafson, Jeffrey Oram; all independent .
• Responsibilities include CEO goal setting, CEO/NEO compensation decisions, equity plan oversight, director comp recommendations, and succession planning .
• Consultant usage: No compensation consultant engaged during year ended Apr 30, 2024 .

Related Party Transactions (context)

• Significant related-party financing and transactions with Ault-affiliated entities (Ault Lending, Ault Alliance, ALSI) including preferred stock issuances, warrants, origination fees, shared offices; these shape governance context and potential conflicts for the company, though not specific to Jackman .

Investment Implications

• Pay mix shifted toward cash in FY 2024 versus equity-heavy FY 2023; near-term equity selling pressure appears limited by outstanding options with high exercise prices ($150–$225) and long-dated expirations, though actual liquidity depends on market price and exercise economics .
• Absence of formal ownership guidelines and no hedging policy reduce structural alignment safeguards; Jackman’s personal ownership is small (<1%), increasing reliance on performance-linked equity to align incentives .
• Contract lapse (no current employment agreement disclosed) raises retention and transition risk unless renewed terms are established; severance protections and change-of-control accelerations could influence negotiation dynamics and potential strategic transactions .
• Governance mitigants include independent committees and a separate Chairman; however, non-independence of three directors (including CEO) and extensive related-party financing underscore ongoing oversight risks and dilution sensitivity for equity holders .