Mohsen (Michael) Khorassani
About Mohsen (Michael) Khorassani
Independent director of CISO Global since January 2025 (age 59). Founder and CEO of Orion 4 (corporate advisory) since March 2019, with three decades of capital markets experience: 19 years at Oppenheimer Private Client Division as Director of Investments, prior roles as Vice President at Oscar Gruss & Son and Gruntal & Co., and earlier career at Lehman Brothers .
Past Roles
| Organization | Role | Tenure / Dates | Notes / Impact |
|---|---|---|---|
| Orion 4 | Founder & CEO | Since Mar 2019 | Corporate advisory; capital markets, BD and marketing advisory for public/private companies . |
| Oppenheimer Private Client Division | Director of Investments | 19 years (dates not specified) | Built a wealth management practice; advised HNW and institutional clients . |
| Oscar Gruss & Son | Vice President | Not disclosed | Helped build retail division; recruiting, team management, sales/trading . |
| Gruntal & Co. | VP of Investments | 4 years | Responsibilities in investments; prior to Oscar Gruss . |
| Lehman Brothers | Analyst/Associate (early career) | 2 years (earlier) | Entry into financial services . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Orion 4 | Founder & CEO | Since Mar 2019 | Corporate advisory firm . |
- Other public-company directorships: None disclosed in CISO’s proxy biography for Khorassani .
Board Governance
- Independence: Board determined Khorassani is independent under Nasdaq and SEC standards .
- Committees: Chairs the Compensation Committee; member of the Nominating & Corporate Governance Committee; not listed on the Audit Committee .
- Appointment/tenure: Appointed January 8, 2025, pursuant to a Securities Purchase Agreement dated December 10, 2024 (with certain investors) .
- Board leadership: CEO also serves as Chair; Board cites benefits of combined roles .
- Executive sessions: Independent directors meet in executive session without management on a regular basis .
- Attendance: In FY2024, the company states no director attended fewer than 75% of Board and applicable committee meetings; total FY2024 meetings—Board: 7, Audit: 5, Compensation: 2, Nominating: 2 (note: Khorassani joined in 2025) .
- Annual meeting: Company states all directors attended last year’s annual meeting (company statement; 2024 meeting attendance context) .
- Trading/Clawbacks: Policy prohibits short-term/speculative trading, short sales, margining, collars/hedges, and options trading by directors/officers; Dodd-Frank/Nasdaq-aligned clawback policy adopted Nov 2023 .
- Compensation Committee interlocks: None disclosed for FY2024 .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No other public-company boards disclosed for Khorassani in CISO’s proxy . |
Expertise & Qualifications
- Capital markets, wealth management, and institutional advisory expertise; leadership and business development experience from Wall Street roles and Orion 4 .
- Board brings finance/markets perspective; no “audit committee financial expert” designation is assigned to him (Audit Committee financial experts are McCain, Hancox, and Balatsos) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Reference Shares Outstanding |
|---|---|---|---|
| Mohsen (Michael) Khorassani | — (no beneficial ownership reported) | — | 44,046,343 shares outstanding as of Nov 7, 2025 |
- No pledging/hedging by directors allowed per policy; no share pledging by Khorassani disclosed .
- Vested/unvested breakdown or option holdings for Khorassani not disclosed; he does not appear with beneficial ownership or options exercisable within 60 days in the Nov 7, 2025 table .
Related-Party Exposure (conflicts)
- Company discloses related-party transactions with Director Andrew K. McCain’s affiliate Hensley & Company (managed services; convertible note exchanged for preferred; later converted), and a consulting arrangement with former director Stephen Scott; no related-party transactions involving Khorassani are disclosed .
- Compensation Committee recommended the 10,000,000-share increase to the 2023 Equity Incentive Plan, which the Board approved and submitted to shareholders (dilution governance consideration; Khorassani chairs the committee) .
Governance Assessment
-
Strengths
- Independent director with deep capital markets background; brings financing and investor-relations acumen .
- Chairs Compensation Committee and serves on Nominating & Corporate Governance Committee; Board holds regular executive sessions; robust anti-hedging policy and clawback adopted .
- No interlocks disclosed; no related-party transactions involving him .
-
Risks / RED FLAGS
- Very limited “skin-in-the-game”: no beneficial ownership reported as of Nov 7, 2025 (potential alignment concern for investors) .
- Compensation plan dilution: Compensation Committee (chaired by Khorassani) recommended adding 10,000,000 shares to the equity plan; Board also proposed a large authorized share increase—signals reliance on equity financing and potential dilution .
- Company history of option repricing in 2022 for executives (not directors) may be viewed as a governance negative if repeated; underscores need for strong Compensation Committee oversight under his chairmanship .
- Combined CEO/Chair structure places more responsibility on independent directors to ensure effective oversight .
-
Monitoring items for investors
- Track any future director equity grants to Khorassani under the 2023 Plan (size, vesting, performance linkage) and whether he builds a meaningful ownership stake .
- Oversight of related-party transactions (e.g., Hensley & Company) and any new agreements; ensure rigorous independent review .
- Committee performance: pay-for-performance alignment under the expanded share reserve and any use of performance metrics or repricing/modification of awards .
Note: Khorassani joined the Board in January 2025; FY2024 compensation and attendance disclosures largely predate his tenure .