Braeden Lichti
About Braeden Lichti
Braeden Lichti (age 41) is Non-Employee, Non-Executive Chairman of ELAB; he rejoined the Board and was appointed non-executive Chair on June 21, 2024. He is the founder and CEO of BWL Investments Ltd. (est. 2016) and NorthStrive Companies, Inc. (est. 2021), and co-founded PMGC Holdings Inc. in 2020; the company cites his founder/investor background and capital markets experience as core credentials . His prior advisory agreement with ELAB (effective Feb 1, 2023) was terminated as a condition to his Board appointment on June 21, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BWL Investments Ltd. | Founder & Chief Executive Officer | 2016–present | Capital markets/investment leadership referenced as qualification |
| NorthStrive Companies, Inc. | Founder & Chief Executive Officer | 2021–present | Investment, advisory and management services firm |
| ELAB (PMGC Holdings Inc.) | Advisor (under Advisory Agreement) | 2023-02-01 to 2024-06-21 | Assisted board governance and director recruitment; agreement terminated upon his Chair appointment |
| PMGC Holdings Inc. (ELAB) | Co-founder, principal stockholder | Since 2020 | Co-founded the company; long-standing shareholder/influencer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hydromer, Inc. | Chairman of the Board | Not disclosed | Public company specializing in coatings for medical devices; cited as external chair role |
Board Governance
- Role and independence: Non-Employee, Non-Executive Chairman; the Board determined only Parry, Daley, and Kovalyov are “independent” under Nasdaq rules, implying Mr. Lichti is not classified as independent .
- Committee assignments: Audit, Compensation, and Nominating committees are chaired and staffed solely by the three independent directors (Daley—Audit Chair; Kovalyov—Comp Chair; Parry—Nominating Chair). No committee membership is disclosed for Mr. Lichti .
- Board size/composition: Five directors; the 2025 proxy nominated Lichti, Bensler, Kovalyov, Daley, and Parry for re-election .
- Tenure in current role: Appointed Non-Executive Chair on June 21, 2024 .
Fixed Compensation
| Component | Amount | Terms/Date | Counterparty | Notes |
|---|---|---|---|---|
| Annual consulting fee (Chair) | $300,000 per annum | Second Amended and Restated Consulting Agreement for Non-Executive Chairman, dated Oct 25, 2024 | Northstrive Companies Inc. (wholly owned by Lichti) | Payable monthly (1/12 each month) subject to services performed |
| Sign-on bonus (cash) | $100,000 | Oct 25, 2024 | Northstrive | Paid in cash at execution |
| Sign-on bonus (equity) | $75,000 in Series B Preferred Stock | Oct 25, 2024, subject to shareholder approval | Northstrive | Cash equivalent determined by mutual agreement; later structured as 3,036,437 Series B Pref for $75,000@ $0.0247 (pre-split reference) |
| Additional sign-on equity | 300,000 shares of Series B Preferred Stock | Oct 25, 2024, subject to shareholder approval | Northstrive | Non-trading, non-convertible, 1 vote per share; no dividend/liquidation preferences unless Board decides |
| 2024 payments to Northstrive under consulting | $190,900 | FY2024 | Northstrive | Disclosed paid in FY2024 under consulting arrangements |
| 2025 YTD consulting payments | $274,000 | Jan 1, 2025–proxy date (Oct 27, 2025) | Northstrive | Plus $150,000 bonuses paid and $158,400 bonuses due as of proxy date |
Director compensation reported for FY2024 shows $290,900 cash (paid to Northstrive) plus $75,000 stock award (to Lichti personally), total $365,900 .
Performance Compensation
| Metric/Trigger | Payout/Instrument | Key Terms |
|---|---|---|
| Annual bonus (Chair) | Target ≥125% of annual consulting fee | Discretionary, subject to performance objectives and engagement for full fiscal year |
| Equity financing milestone | $50,000 cash (one-time per fiscal quarter) | Upon closing of equity/equity-linked financing with ≥$3,000,000 net proceeds in a fiscal quarter |
| Market valuation milestones | $50,000 each at $5m, $10m, $15m, $20m, $25m market valuation (5 consecutive trading days) | Plus $600,000 each at $50m and $100m market valuation (2 consecutive trading days) |
| Acquisition incentives (updated) | “Acquisition Award” of 5%–8% of total acquisition value | 5% for $0–$5m; 6% for >$5m–$10m; 7% for >$10m–$20m; 8% for >$20m; possible additional 1% at Comp Committee discretion for accretive/strategic deals; may elect fully vested RSUs/restricted stock based on 5-day VWAP |
Structure allows Northstrive to elect to accrue milestone amounts and convert to common or preferred stock upon mutual agreement; preferred stock issuances require shareholder approval .
Director Compensation (FY2024)
| Name | Cash Paid ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Braeden Lichti | 290,900 | 75,000 | — | 365,900 |
Notes:
- Cash for Lichti was paid to Northstrive Companies Inc. (entity wholly owned by Lichti) .
- The $75,000 stock award was to Lichti personally .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Hydromer, Inc. | Chairman | External public company chair role disclosed; no ELAB transaction disclosed with Hydromer in proxy |
Expertise & Qualifications
- Founder/CEO experience at investment firms (BWL, NorthStrive) and co-founder of ELAB; cited by the company as bringing “extensive capital markets and executive experience” to the board .
- Serves as Chairman at another public company (Hydromer), indicating broader governance experience .
Equity Ownership
| Holder/Instrument | Amount | % of Class | Voting Power Impact |
|---|---|---|---|
| Common Stock (direct/indirect/derivative) | 784 shares, incl. 41 options exercisable within 60 days; interests via BWL Investments Ltd., BWL Holdings Ltd., and Northstrive Fund II LP; plus 13 warrants (via BWL) | Less than 1% of Common | Minimal on Common |
| Series B Preferred Stock (via Northstrive Companies Inc.) | 3,336,437 shares | 52.35% of Series B | 46.89% of total voting stock (1 vote per share, combined voting with Common) |
| Officers/Directors as a group (5 persons) | 6,372,874 Series B (100% of class); 1,033 Common | 100% of Series B | 89.56% voting power as a group |
Context on Series B:
- Series B Preferred is non-trading, non-convertible, one vote per share; no dividends/liquidation preference unless determined by the Board .
- The March 2025 special meeting materials warned that approving the Series B issuances to Northstrive (Lichti) and GB Capital (Bensler) would concentrate approximately 92% collective voting power (though not a formal “group” under SEC rules) .
Related Party Transactions (Conflict Risk)
- Consulting fees to Northstrive (Lichti-controlled): $365,900 (2024) and $120,000 (2023). In 2025 YTD through proxy date, $274,000 consulting fees paid; $150,000 bonuses paid and $158,400 bonuses due under the Chair consulting agreement .
- Chair consulting agreement (Oct 25, 2024): $300,000 annual fee, $175,000 sign-on (cash $100,000 + $75,000 Series B), and 300,000 Series B shares; milestone/bonus structure tied to financings, market valuation, and acquisitions, with certain equity issuances subject to shareholder approval .
- Unsecured Revolving Line of Credit: $200,000 facility with NorthStrive Fund II LP (Lichti-controlled) at 20.0% interest; largest balance $200,000; interest paid $40,000; fully repaid by proxy date .
- Advisory Agreement (pre-appointment): Company maintained Lichti’s option vesting (Feb 9, 2021 grant) during a 22‑month advisory term post his February 1, 2023 resignation; agreement terminated June 21, 2024 as condition to his appointment as Chair .
Governance Assessment
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Red Flags (investor confidence risk):
- Not independent while serving as Non-Executive Chair; independence explicitly limited to other three directors .
- Extensive related-party arrangements: consulting agreement paying $300k/year plus sign-on equity and rich milestones (financing, valuation, acquisition) to an entity he controls; payments and bonuses in 2024–2025 indicate material reliance on related-party services .
- Voting control concentration: As of Oct 10, 2025, Lichti (via Northstrive) holds 46.89% of total voting power; combined with the CEO’s GB Capital, officers/directors control ~89.56% voting power; special meeting materials previously projected ~92% combined voting power upon Series B issuance approval .
- Prior related-party credit line at 20% interest (even though repaid), highlighting counterparty risk and potential conflicts in financing terms .
- Performance pay tied to stock market valuation thresholds and capital raises (versus operating metrics), potentially incentivizing short-term market value events over fundamentals .
-
Mitigants:
- Committees (Audit, Compensation, Nominating) comprised solely of independent directors, with Audit Committee responsible for reviewing related-party transactions .
- Shareholder approval required for certain preferred stock issuances to Northstrive; company disclosed prospective dilution and voting impact in proxy materials .
Overall, investors should closely monitor: (i) the frequency and magnitude of milestone payouts (especially valuation and acquisition-linked), (ii) any additional amendments to the Chair consulting agreement, and (iii) the board’s independent oversight and disclosure quality around related-party arrangements .