George Kovalyov

About George Kovalyov

Independent director at ELAB and Chair of the Compensation Committee; age 39. Background includes CFO/Treasurer of Marizyme, Inc. (since Dec 2021), director of DGTL Holdings Inc. (since Nov 2022), prior COO/Director and CFO of Health Logic Interactive Inc., VP Finance/Director of Phivida Holdings Inc., and principal of an accounting consultancy. He is a Canadian Chartered Professional Accountant (CPA) and deemed independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Kovalyov is independent under Nasdaq Listing Rule 5605.
• Committee assignments and chair roles:
  • Compensation Committee: Chair
  • Audit Committee: Member
  • Nominating & Corporate Governance Committee: Member
• Board and committee activity:
  • Board met 6 times in FY2024 (individual attendance not disclosed).
  • Audit Committee met 4 times in FY2024; includes an audit committee financial expert (Daley).
• Policies:
  • Hedging prohibited for directors and officers under insider trading policy.
  • Related-party transactions reviewed/approved by Audit Committee.
• Annual meeting attendance: Not required by company policy.

Fixed Compensation

Performance Compensation

Notes:

• Company signals clawback compliance: all awards subject to any company clawback policy as required by exchange listing standards and Dodd-Frank.

Other Directorships & Interlocks

Expertise & Qualifications

• Chartered Professional Accountant (CPA, Canada); extensive accounting and finance experience.
• Board-level compensation oversight (Chair, Compensation Committee), audit literacy (Audit Committee member), and governance (Nominating Committee).
• Cross-border public company experience in U.S. and Canada.

Equity Ownership

The Series B Preferred concentrated voting capital was issued to the CEO’s entity (GB Capital) and the Chairman’s entity (Northstrive); Mr. Kovalyov holds none.

Governance Assessment

• Strengths

  • Independent director with deep accounting credentials; serves as Compensation Committee Chair and on Audit and Nominating, supporting oversight of pay, financial reporting, and board composition.
  • Robust committee charters and presence of an audit committee financial expert on the Audit Committee; Audit Committee held 4 meetings in FY2024.
  • Hedging prohibitions and clawback policy coverage for equity awards align with investor-protection norms.

• Risks and potential red flags impacting board effectiveness and investor confidence

  • Section 16 compliance lapse: company notes delinquent Form 3 for Mr. Kovalyov (administrative oversight risk).
  • Extreme voting concentration in insiders: After approval of Series B Preferred issuances, the CEO’s and Chairman’s entities collectively control ~92.3% voting power, materially diminishing minority influence; directors and officers as a group controlled ~89.56% of voting power as of Oct 10, 2025. This heightens entrenchment risk and places additional onus on independent directors (including Mr. Kovalyov as Comp Chair) to safeguard minority shareholders.
  • Related-party arrangements: Extensive consulting, bonus, milestone, and secondment agreements with entities owned by the CEO (GB Capital) and Chairman (Northstrive), including market valuation–linked cash/equity bonuses and seconded personnel reimbursements. While the Audit Committee reviews related-party transactions, the scale and structure elevate conflict-of-interest risk and require strong independent challenge from the Compensation and Audit Committees.
  • Board structure: Management proposed a staggered board to promote continuity and deter hostile takeovers—an explicit entrenchment feature. Independent oversight must counterbalance reduced accountability from annual elections.

Overall: Mr. Kovalyov brings credible finance and governance expertise and occupies pivotal oversight roles. The primary governance risks stem from capital/voting structure and related-party dependencies with management, making the effectiveness and assertiveness of the Compensation and Audit Committees—where he serves—critical to investor confidence. –

Appendix: Director Compensation Detail (FY2024)