Alan Sobel
About Alan D. Sobel
Alan D. Sobel, CPA, is an independent director of CytoSorbents (CTSO), serving since November 2014, and is currently age 64 . He is a Principal in the New Jersey offices of CLA (CliftonLarsonAllen LLP) and formerly the Managing Member of Sobel & Co., LLC, bringing deep financial, audit, tax, and M&A advisory experience to the board . Sobel holds a BS in Accounting from Bentley College and an MS in Taxation from Fairleigh Dickinson University, and he has held leadership roles with the New Jersey Society of Certified Public Accountants (President; Audit Committee Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLA (CliftonLarsonAllen LLP) | Principal, New Jersey Offices | Since Feb 2023 | Senior leadership in a top national CPA/advisory firm; financial oversight expertise |
| Sobel & Co., LLC | Managing Member | 1996–Feb 2023 | Led full-service CPA/advisory firm; corporate advisory including M&A for multiple industries |
| New Jersey Society of Certified Public Accountants | President; Audit Committee Chair (prior leadership roles) | Not disclosed | Professional standards and audit oversight leadership at state CPA society |
External Roles
| Entity | Role | Public Co. (Y/N) | Notes |
|---|---|---|---|
| Other public company boards (past 5 years) | — | N | None disclosed in the director biography and nominee table (which lists other public boards if any) |
Board Governance
- Independence: The Board deems Sobel independent under Nasdaq rules .
- Committees and chair roles: Audit Committee Chair; Nominating & Corporate Governance Committee Chair .
- Attendance and engagement: In 2024 the Board met 15 times, with no director under 75% attendance; Audit met 6 times (all members attended); Nominating met once (all attended). All incumbent directors attended the 2024 annual meeting virtually .
- Board leadership: Independent, non-executive Chair leads governance and executive sessions; independent Chair consults with committee chairs and may attend committee meetings .
- Hedging/pledging: Company policy prohibits directors and officers from hedging or pledging company securities .
- Related-party transactions: Board policy requires Audit Committee review/approval; no related-party transactions in 2024 .
Fixed Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 71,657 | 91,500 |
| Stock Awards ($) | — | — |
| Option Awards ($) | 46,814 | 14,160 |
| Total ($) | 118,471 | 105,660 |
- Non-employee director fee schedule: Annual retainer $38,584; Chair of Board $77,168; Committee Chair fee $26,458; Non-Chair committee member fee $13,299 per committee (effective Jan 1, 2023) .
- The Compensation Committee deferred fresh analysis of Board pay in 2024 .
Performance Compensation (Director Equity Grants)
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Jul 7, 2023 | Stock Options | 20,000 | $3.53 | Vests in full on 1-year anniversary | Jul 7, 2033 | $46,814 |
| Apr 2, 2024 | Stock Options | 22,000 | $0.9550 | Four equal quarterly installments over 1 year | Apr 2, 2034 | $14,160 |
Note: Director equity is time-based (options), aligning incentives to long-term stock appreciation; no director-specific performance metrics disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed for the Company in 2024 (Sobel is not on the Compensation Committee) |
| Other public company boards | None disclosed for Sobel in past five years |
Expertise & Qualifications
- CPA; designated “audit committee financial expert” under SEC rules .
- Extensive audit, tax, and corporate advisory/M&A experience across real estate, manufacturing, pharmaceuticals, and distribution .
- Governance leadership: Audit and Nominating & Corporate Governance Committee Chair at CTSO; prior leadership at NJCPA .
- Education: BS, Accounting (Bentley College); MS, Taxation (Fairleigh Dickinson University) .
Equity Ownership (Alignment)
| As-Of Date | Total Beneficial Ownership (Shares) | Common Shares | Warrants | Options (exercisable within 60 days) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Apr 12, 2024 | 154,876 | 34,557 | 7,894 | 112,425 | <1% (asterisk in table) |
| Apr 17, 2025 | 256,726 | 78,457 | 29,844 | 148,425 | <1% (asterisk in table) |
- Company policy prohibits hedging or pledging of company stock by directors .
- No director stock ownership guideline disclosure found; not stated in proxies .
Governance Assessment
-
Strengths
- Independent director; designated audit committee financial expert; chairs both Audit and Nominating & Corporate Governance—strong oversight credentials .
- Board/committee attendance robust; all committees with Sobel participation reported full attendance in 2024 .
- No related-party transactions in 2024; formal related-person transaction policy overseen by Audit Committee .
- Hedging and pledging of Company stock prohibited for directors, supporting alignment with shareholders .
-
Watch items / potential red flags
- Concentration of influence: Simultaneous chair of Audit and Nominating & Corporate Governance can create workload and oversight concentration risks, especially for a micro-cap life sciences issuer .
- No compensation recovery (clawback) policy disclosed as of the 2025 proxy—below emerging governance norms post-SEC clawback rules .
- Director equity grants are time-based options (not performance-conditioned), providing less direct link to non-price performance outcomes (though options align with TSR) .
- Ownership level remains under 1% despite option holdings; alignment exists but is modest relative to total shares outstanding .
Overall: Sobel brings heavyweight financial oversight and governance leadership, with clean independence and attendance records, and no related-party issues disclosed. The lack of a clawback policy and dual committee-chair concentration are the main governance gaps to monitor .