Steven Abelman
About Steven Abelman
Steven E. Abelman (age 67) is an independent director of BioSig Technologies (BSGM) since May 3, 2024. He is a longtime commercial litigator and bankruptcy specialist, serving as a shareholder at Brownstein Hyatt Farber Schreck (Denver), with recognition for expertise at the intersection of litigation and transactional law, and is qualified as the Board’s “audit committee financial expert.” He holds a J.D. (Whittier College Law School, 1984) and B.S. (University of Chicago, 1979) and was admitted to the U.S. Supreme Court and U.S. District Court, District of Colorado in 1984 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brownstein Hyatt Farber Schreck | Shareholder; trial counsel to banks/lenders; bankruptcy and creditors’ rights | Current role; admitted to federal courts in 1984 | Recognized as top bankruptcy attorney; frequent lecturer; extensive loan workouts/receiverships/foreclosures practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brownstein Hyatt Farber Schreck | Shareholder (commercial litigation/bankruptcy) | Current | Trusted advisor to banks/lenders; success in large commercial bankruptcy cases; UCC and equipment lessor matters |
Board Governance
- Independence: Board determined Abelman is independent under Nasdaq rules .
- Committee assignments (as of Nov 5, 2024): Audit Committee Chair; Compensation Committee Member; Nominating & Corporate Governance Committee Member .
- Financial expertise: Identified by the Board as an “audit committee financial expert” per Reg S‑K Item 407(d)(5)(ii) .
- Board size and composition: Five directors in 2024; Abelman among three independent members . Post-Streamex closing (May 28, 2025), Board expanded to six members (four BioSig, two Streamex) and added a new CEO/Chair; Abelman remained a director .
- Leadership structure: Combined CEO/Chair role with a lead independent director framework to strengthen oversight .
- Executive sessions: Committees and Board regularly conduct executive sessions without management .
- Attendance: Board held four meetings in 2023, with no incumbent director attending fewer than 100% of meetings; one director attended the 2023 annual meeting. Abelman joined in 2024 (not applicable to 2023 attendance) .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Director retainer (policy update) | $10,000 per quarter | Effective April 2024; payable in cash or equity |
| Prior policy (reference) | $15,000 per quarter; $20,000 for committee chair; $7,500 when telephonic (waived during pandemic) | Starting January 2021; superseded by April 2024 update |
No individual 2024 director fee disclosure for Abelman was itemized; policy-level retainer amounts shown above .
Performance Compensation
| Element | Grant details | Vesting | Notes |
|---|---|---|---|
| Director equity awards (2024) | None disclosed for Abelman | N/A | 2023 director equity awards were reported only for prior directors; Abelman joined in 2024 |
No performance metrics tied to director compensation are disclosed (director pay follows retainer/equity practice; compensation committee engaged no consultants in 2023) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Abelman . |
Expertise & Qualifications
- Legal/Financial: 30+ years commercial litigation; bankruptcy/creditors’ rights; lender liability defense; workout and distressed asset transactions; UCC matters; equipment lessor representation .
- Audit/Financial reporting: Board-designated audit committee financial expert .
- Education: J.D. (1984); B.S. (1979); admissions include U.S. Supreme Court and U.S. District Court (District of Colorado) .
- Industry: Banking/credit markets exposure via client work; advisory at intersection of litigation and transactional law .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Total Voting Power |
|---|---|---|---|
| Steven E. Abelman | 80,000 | * | * |
“*” indicates less than 1% as presented in the proxy’s ownership table; shares cited are common stock .
Board Committee Scope (Abelman’s focus as Audit Chair)
| Committee | Key responsibilities |
|---|---|
| Audit (Chair) | Approves/retains independent auditors; reviews audit scope/results; pre-approves audit/non-audit services; oversees accounting/controls and related party transactions; code of ethics; whistleblower procedures; internal audit oversight; prepares Audit Committee report . |
| Compensation (Member) | Reviews/sets executive compensation; oversees any consultants/advisors; administers stock incentive plans; prepares Compensation Committee report . |
| Nominating & Corporate Governance (Member) | Evaluates Board composition/governance; director/nominee review; committee chair/member selection; board performance evaluation . |
Related Party Transactions & Conflicts
- No related-party transactions disclosed involving Abelman. The proxy outlines a formal related-party oversight process governed by the Code of Conduct and Ethics and Audit Committee review .
- Insider trading/pledging/hedging policy: Directors are prohibited from hedging and pledging company securities .
Risk Indicators & Red Flags
- Nasdaq minimum bid deficiency and reverse split authorization: Company received a Nasdaq notice on Oct 24, 2024 for failing to meet the $1.00 bid requirement; Board sought shareholder approval for another reverse split (1-for-2 to 1-for-10) to maintain listing—an investor confidence risk requiring robust audit/controls oversight .
- Board diversity non-compliance: No diverse directors as of Nov 8, 2024 under Nasdaq’s diversity rule; Board disclosed challenges in recruiting qualified diverse candidates—heightened governance scrutiny .
- Capital structure/plan amendments: 2024 and 2025 proposals to increase plan shares and authorized shares; 2025 Share Exchange led to substantial dilution and complex exchangeable share structure—oversight complexity and potential investor concerns .
- Combined CEO/Chair role: Board uses lead independent director to mitigate risks; still a governance sensitivity for independence and oversight .
Director Compensation Structure Analysis
| Observation | Evidence |
|---|---|
| Shift in retainer level | Policy moved from $15k/quarter (with $20k for chairs) to $10k/quarter from April 2024 . |
| 2023 director pay was largely equity stock grants for prior directors | 2023 director compensation table itemized fully vested common stock awards; no performance metrics . |
| No compensation consultants used in 2023 | Compensation Committee did not engage consultants in 2023 . |
Say‑on‑Pay & Shareholder Feedback
- Pay-versus-performance disclosure provided at the company level, not director-specific; no say‑on‑pay vote percentages disclosed in the 2024 proxy –.
Governance Assessment
- Strengths:
- Independent audit chair with financial expert designation (Abelman) enhances financial reporting oversight .
- All three key committees comprise independent directors; separation via executive sessions .
- Clear insider trading policy banning hedging/pledging supports alignment .
- Concerns/Watch items:
- Diversity non-compliance disclosed; recruitment challenges persist .
- Listing compliance risk and reverse split reliance may pressure investor confidence; requires strong audit/risk oversight .
- 2025 Share Exchange and exchangeable share mechanics introduce dilution, governance complexity, and potential inter-class tensions—Board must manage conflicts and clarity for common shareholders .
- Combined CEO/Chair framework (2024 proxy) increases dependence on lead independent director effectiveness .
Overall, Abelman’s audit leadership and bankruptcy/credit expertise are well-aligned with BioSig’s current risk posture, particularly amid capital structure changes and listing compliance pressures. Continued focus on board diversity, transparent investor communications about capital actions, and rigorous committee oversight will be critical to sustaining investor confidence .