William Horne
Alzamend NeuroAbout William B. Horne
William B. Horne (age 56) is Chairman of the Board at Alzamend Neuro and has served as a director since June 2016; he previously served as Alzamend’s Chief Financial Officer from June 2016 to December 2018 . He became Chairman upon the effectiveness of Alzamend’s IPO in June 2021 and continues to chair the board . Mr. Horne holds a B.A. magna cum laude in Accounting from Seattle University and brings extensive financial and accounting experience across healthcare and high‑tech companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alzamend Neuro, Inc. | Director; CFO; Chairman of the Board | Director since Jun 2016; CFO Jun 2016–Dec 2018; Chairman since Jun 2021 | Board leadership; finance oversight |
| Hyperscale Data, Inc. | Director; CFO; President; CEO | Director since Oct 2016; CFO Jan 2018–Aug 2020; President Aug 2020–Jan 12, 2021; CEO since Jan 12, 2021 | Executive leadership at related party; potential interlocks |
| Ault Disruptive Technologies Corp. (SPAC) | CEO & Director | Feb 2021–Oct 2024 | SPAC leadership; ended Oct 2024 |
| Avalanche International Corp. | Director & CFO | Since Jun 2016 | Financial leadership; “voluntary filer” |
| Ault & Company, Inc. | Director & CFO | Since Oct 2017 | Financial leadership |
| Targeted Medical Pharma, Inc. | Chief Financial Officer | Aug 2013–May 2019 | Healthcare finance |
External Roles
| Organization | Role | Public Company Status | Notes |
|---|---|---|---|
| Hyperscale Data, Inc. (NYSE: GPUS) | Vice Chairman & CEO | Public | Board/management overlap with ALZN directors |
| Ault Disruptive Technologies Corp. | CEO & Director | Public (SPAC) | Tenure ended Oct 2024 |
| Avalanche International Corp. | Director & CFO | Public “voluntary filer” | Ongoing role since 2016 |
| Ault & Company, Inc. | Director & CFO | Private | Ongoing role since 2017 |
Board Governance
- Independence: The Board determined Mr. Horne is independent under Nasdaq and SEC rules; only Mr. Ault (Vice Chairman), CEO Jackman, and GC Nisser are non‑independent .
- Attendance and engagement: In FY ended April 30, 2024 the Board met 13 times; Audit 7; Compensation 3; Nominating & Governance 0; all incumbent directors attended ≥75% of meetings for their service period .
- Leadership: Board currently chaired by Mr. Horne; cited as facilitating information flow between Board and management .
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Mark Gustafson; Andrew H. Woo; Jeffrey Oram | Mark Gustafson | Gustafson designated “audit committee financial expert”; members independent |
| Compensation | Lynne F. McGrath; Mark Gustafson; Jeffrey Oram | Lynne F. McGrath | Independent; no outside compensation consultant engaged in FY2024 |
| Nominating & Corporate Governance | Lynne F. McGrath; Andrew H. Woo; Jeffrey Oram | Jeffrey Oram | Independent |
Note: Mr. Horne is not listed as a member of any standing committee in the proxy .
Fixed Compensation
- Independent director base annual cash amount: $25,000; Board may adjust for significantly above‑anticipated service .
- Chairman arrangement: Board agreed Mr. Horne be named and remain Chairman so long as Mr. Ault beneficially owns ≥5% of common stock; Mr. Horne is paid $50,000 per year for Chairman services under this arrangement .
| Director (FY ended Apr 30, 2024) | Fees Earned (Cash) | Stock Awards | Option Awards | Other | Total |
|---|---|---|---|---|---|
| William B. Horne | $50,000 | — | — | — | $50,000 |
Performance Compensation
- No equity awards (RSUs/PSUs) or options were granted to Mr. Horne in FY2024 per director compensation table .
- No disclosed performance metrics (TSR, revenue, ESG) tied to director pay.
| Metric | FY2024 Disclosure |
|---|---|
| Equity grants (RSUs/PSUs) | None |
| Option grants | None |
| Performance metrics in director pay | Not disclosed |
Other Directorships & Interlocks
- Overlapping boards/management with Hyperscale Data: Mr. Horne (Hyperscale CEO and director), Mr. Nisser (President/GC and director), Mr. Cragun (CFO) also hold ALZN roles; Board explicitly acknowledges overlap and related‑party considerations .
- Related‑party transactions (see below) create interlocks with entities controlled by Founder/Vice Chairman Milton C. Ault and Hyperscale Data .
Expertise & Qualifications
- Accounting and finance expertise; prior CFO roles across public/private healthcare and high‑tech companies; B.A. magna cum laude in Accounting, Seattle University .
- Board leadership experience through IPO transition and complex transactions .
Equity Ownership
- No formal director/employee stock ownership guidelines; Board satisfied with existing holdings; insider trading policy permits 10b5‑1 plans; no hedging policy adopted .
| Holder | Common Shares (Direct) | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| William B. Horne | 6,666 | 11,667 | 18,333 | <1% |
Shares outstanding at record date: 6,597,507 common shares .
Shareholder Voting Signal (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of William B. Horne | 1,932,714 | 81,315 | 72,299 | 2,270,160 |
| Ratification of Auditor (Haskell & White LLP) | 4,255,027 | 54,999 | 46,462 | 0 |
| Series C Preferred Stock Conversion Approval | 757,391 | 142,345 | 19,415 | 3,437,337 |
| Reverse Stock Split Authorization | 3,252,166 | 1,077,493 | 26,829 | 0 |
Related‑Party Transactions and Potential Conflicts
- Hyperscale Data marketing agreement: Alzamend engaged Hyperscale Data (controlled by Mr. Ault; overlapping board with Mr. Horne as Hyperscale CEO) for $1.4M of services over 12 months starting Aug 1, 2022; paid with 6,222 ALZN common shares (valued at $225/share in agreement) .
- Shared office space: Alzamend’s accounting/finance department uses Hyperscale Data’s Costa Mesa offices .
- Ault Lending financing: Series B convertible preferred stock and warrants issued to Ault Lending (controlled by Mr. Ault) in multiple closings totaling $2.1M through April 29, 2024; voting limitations applied per Certificate of Designations .
- Board arrangement: Mr. Horne’s chairmanship and compensation ($50,000/year) explicitly tied to Mr. Ault maintaining ≥5% beneficial ownership—an unusual contingency for a board leadership role .
Governance Assessment
- Strengths: Independent Chairman; Board majority independent; fully independent Audit/Compensation/Nominating committees; all incumbent directors met attendance thresholds; strong shareholder support for Mr. Horne’s re‑election in 2025 .
- Alignment and pay structure: Director pay is modest and cash‑only (no FY2024 director equity awards), limiting dilution but also reducing long‑term ownership alignment for independent directors .
- RED FLAGS:
- Extensive interlocks with Hyperscale Data and entities controlled by Mr. Ault, including paid services and shared offices; Mr. Horne is Hyperscale’s CEO, heightening perceived related‑party risk and potential conflicts in oversight of transactions with Hyperscale .
- Chairman compensation and position contingent on Mr. Ault’s ownership level (≥5%), which may misalign board leadership stability with a single shareholder’s stake rather than broader governance principles .
- No formal stock ownership guidelines and no hedging policy adopted, weakening long‑term alignment and potentially permitting hedging activity (discouraged in many governance frameworks) .
- Net view: While Mr. Horne is independent and maintains solid shareholder support as Chair, overlapping roles with Hyperscale Data and the contingent chairmanship arrangement warrant monitoring and robust recusals on related‑party matters to protect investor confidence .