Graydon Bensler
About Graydon Bensler
Graydon Bensler, CFA, is ELAB’s Non-Employee Chief Executive Officer, Chief Financial Officer, and Director. He is 34, has served as CEO since June 2024, CFO since inception, and a director since June 9, 2020 . He is the founder and sole owner of GB Capital Ltd. (2019–present), with prior roles as Senior Associate at Evans & Evans (2019–2021), account manager at a Canadian investor relations firm (2017–2019), and co‑founder of an education technology company (2017) . He beneficially controls 3,036,437 shares of Series B Preferred Stock (47.65% of that class; 42.67% of total voting power) via GB Capital and 213 common shares (including 41 options exercisable within 60 days), establishing significant voting influence; the company notes combined voting control of ~89.55% by GB Capital and Northstrive Companies Inc. . The proxy and registration statements do not disclose TSR, revenue growth, or EBITDA growth attribution for his tenure.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evans & Evans (Canada) | Senior Associate | 2019–2021 | Led valuations and going‑public transactions; built capital markets/regulatory expertise |
| Leading Canadian IR firm | Account Manager | 2017–2019 | Managed public company IR across sectors; supported multiple financings |
| EdTech company (unnamed) | Co‑founder | 2017 | Implemented curriculum/scheduling in Canadian and U.S. schools |
External Roles
| Organization | Role | Years | Scope/notes |
|---|---|---|---|
| GB Capital Ltd. | Founder & Sole Owner | 2019–present | Capital markets advisory, financial consulting, management; vehicle for ELAB CEO consulting |
Fixed Compensation
| Component | Terms | Effective date | Amount |
|---|---|---|---|
| Annual consulting fee (CEO) | Non‑employee CEO fee paid to GB Capital Ltd. | Oct 25, 2024 | $250,000 per annum |
| Sign‑on bonus | $175,000 total: $100,000 cash + $75,000 in Series B Preferred Stock (stock issuance subject to shareholder approval) | Oct 25, 2024 | $175,000 |
| Director compensation (program) | Independent directors paid $55,500 annually, paid quarterly ($13,875/quarter) | Current | $55,500 per independent director (program level) |
| Director compensation (2024 actuals – includes Bensler) | Director comp table lists Bensler cash paid (to GB Capital) and stock awards paid personally | FY 2024 | Cash: $316,333; Stock awards: $75,000 |
Historical NEO compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $85,000 | $196,333 |
| Bonus ($) | $25,000 | $195,000 |
| Option Awards ($) | — | — |
| Total ($) | $110,000 | $391,333 |
Notes: Compensation was paid to GB Capital Ltd., an entity wholly owned by Bensler .
Performance Compensation
| Metric/Trigger | Target/Definition | Payout mechanics | Vesting |
|---|---|---|---|
| Annual bonus (CEO consulting) | Target is ≥125% of annual consulting fee; Board‑set objectives; discretionary if objectives met and engaged full year | Target ≥$312,500; Board may award at year‑end | Cash; not equity‑settled by default |
| Adjusted EBITDA (FY2025) | Positive adjusted EBITDA for 2025 | $60,000 cash bonus, payable in Q1 2026 | Cash |
| Acquisition count/revenue | Each consummated acquisition with target ≥$2,000,000 annual revenue | $50,000 per qualifying acquisition | Cash by default |
| Equity financing | Any equity or equity‑linked financing with net proceeds ≥$3,000,000 within a fiscal quarter | $50,000 per qualifying quarter (one‑time per quarter cap) | Cash |
| EBITDA Milestones (quarterly) | Quarterly EBITDA milestones: $50k/$150k/$250k/$350k | 25% of achieved milestone per quarter (one‑time per quarter) | Cash |
| Market valuation | Market valuation sustained ≥$50,000,000 and ≥$100,000,000 for 5 consecutive trading days (each threshold) | $300,000 each time threshold is met | Cash |
| Acquisition Awards (Amendment No. 3) | On consummation of any acquisition (entity/assets/stock) | Fully vested RSUs/restricted stock or cash equal to % of “Acquisition Value”: 5% ($0–$5m), 6% ($5–10m), 7% ($10–20m), 8% (>$20m); Committee may add +1% if expected EBITDA/net income accretive within 12 months or strategically advancing objectives | Fully vested at grant (no service/performance conditions); share amount = award value / 5‑day VWAP before close; may be issued to GB Capital or its designee |
Conversion right: Bensler/GB Capital may elect to accrue milestone bonuses and convert cash amounts into common/preferred stock at a mutually agreed conversion ratio .
Vesting Schedules and Potential Selling Pressure
| Award type | Grant date | Strike/terms | Vesting |
|---|---|---|---|
| Director stock options (board grants) | Mar 1, 2024 (directors) | 10‑year life; $4,900 exercise price; Black‑Scholes value $45,986 (aggregate) | 25% at 1‑year anniversary; remaining 75% vests evenly over 36 months |
| Director stock options (example: Kovalyov) | Mar 6, 2024 | 10‑year life; $1,400 pre‑adjusted ($4,900 as‑adjusted) strike; Black‑Scholes $52,845 | 25% at 1‑year anniversary; remaining 75% over 36 months |
| Bensler options (exercisable within 60 days) | As of Oct 2025 | 41 options included in his beneficial ownership | Within 60 days (specific grant strike not disclosed in proxy footnote) |
| Acquisition Awards (Amendment No. 3) | On acquisition close | Fully vested RSUs/restricted stock or cash; % of Acquisition Value | Fully vested immediately; no additional conditions |
Implication: Fully vested Acquisition Awards at close can add immediate supply; quarterly option vesting adds measured supply; monitor 8‑Ks announcing acquisition closings and subsequent Form 4s for selling pressure signals .
Equity Ownership & Alignment
| Security | Beneficially owned | % of class | % of voting | Holder/vehicle | Notes |
|---|---|---|---|---|---|
| Series B Preferred Stock | 3,036,437 | 47.65% | 42.67% | GB Capital Ltd. (wholly owned by Bensler) | Sole voting/dispositive power |
| Common Stock | 213 | <1% | <1% | Includes 172 common via GB Capital + 41 options exercisable within 60 days | Footnote details components |
| Options (within 60 days) | 41 | — | — | Amended 2020 Equity Incentive Plan | Included in 213 common above |
- Concentrated control: Northstrive Companies (Chairman’s entity) and GB Capital collectively control ~89.55% of voting power via Series B Preferred; they can unilaterally make major decisions, limiting minority investor influence .
- Pledging/hedging: No pledging or hedging disclosures identified in the cited proxy/S‑1 excerpts.
- Ownership guidelines/compliance: Not disclosed in the cited documents.
Employment Terms
| Term | Summary |
|---|---|
| Agreement structure | Second Amended and Restated Consulting Agreement for Non‑Employee CEO with GB Capital (Oct 25, 2024), amended Apr 3, 2025 (Amendment No. 2) and Aug 12, 2025 (Amendment No. 3; renamed “Consulting and Services Agreement for Non‑Employee CEO”) |
| Severance | One‑time $250,000 severance upon a “Severance Event” |
| Severance Event definition | (i) Change of Control; (ii) termination for Cause; (iii) termination by majority stockholder or Board vote |
| “Cause” definition | Includes willful failure to perform after notice/cure, fraud/embezzlement/willful misconduct, unauthorized disclosure, substance abuse, or breach after notice/cure |
| Change of Control | Post‑transaction, pre‑deal voting security holders own <50% of surviving entity voting power |
| Sign‑on and annual bonus mechanics | Sign‑on $175k (cash + Series B, subject to approval); annual bonus target ≥125% of fee, Board discretion tied to objectives; $60k bonus if 2025 adjusted EBITDA positive (paid Q1’26) |
| Milestone bonuses | Acquisition count ($50k each; ≥$2m rev targets), equity financing net ≥$3m/quarter ($50k, one per quarter), quarterly EBITDA milestones (25% of $50k/$150k/$250k/$350k), market valuation ($300k at $50m/$100m, 5 days) |
| Acquisition Awards (Amendment No. 3) | 5–8% of Acquisition Value as fully vested RSUs/restricted stock or cash, plus discretionary +1% if accretive/strategic; share count based on 5‑day VWAP; may be issued to GB Capital or its designee |
| Secondment Agreement | July 25, 2025 GB Capital Secondment Agreement: GB Capital seconds employees on an exclusive basis; remain GB Capital employees during secondments |
| Clawback, non‑compete, non‑solicit | Not disclosed in the cited excerpts. |
Board Governance
| Item | Detail |
|---|---|
| Board roles | Graydon Bensler: CEO, CFO, Director; Director since June 9, 2020 |
| Independence | Independent directors: Jeffrey Parry, Juliana Daley, George Kovalyov (per Nasdaq Rule 5605(b)(1)) |
| Committees and chairs | Audit: Chair Juliana Daley; Compensation: Chair George Kovalyov; Nominating: Chair Jeffrey Parry |
| Director compensation program | Independent directors paid $55,500 annually, quarterly installments |
| Director compensation (2024) | Bensler: Cash $316,333 (to GB Capital); Stock awards $75,000 (to Bensler personally) |
- Dual‑role implications: Bensler simultaneously serves as CEO and CFO while holding a board seat and controlling 42.67% of voting power via GB Capital; this reduces independence and concentrates decision rights, with independent committee chairs as a mitigant .
Related Party Transactions and Flows (Indicators of alignment/conflicts)
| Period | Counterparty | Nature | Amount/Terms |
|---|---|---|---|
| 9M 2025 | GB Capital Ltd. (Bensler) | Consulting fees and contracted performance bonuses | $504,900 |
| 9M 2025 | GB Capital Ltd. (Bensler) | Management fees under Secondment Agreement | $13,540 |
| FY 2024 (director comp table) | GB Capital Ltd. / Bensler | Cash paid (to GB Capital) and stock awards (to Bensler personally) | Cash $316,333; Stock awards $75,000 |
Additional board‑related party fees in 9M 2025 include payments to entities controlled by other directors/chair (Northstrive, Mystic Marine Advisors), underscoring a related‑party‑heavy governance environment .
Performance & Track Record
- Background/credentials: CFA charterholder; capital markets and transaction execution experience (valuations, go‑public, financings) .
- Company‑level TSR/revenue/EBITDA growth attribution during Bensler’s tenure is not disclosed in the cited proxy/S‑1/10‑Q excerpts.
Compensation Structure Analysis (Signals)
- Mix increasingly at‑risk and deal‑linked: Large discretionary annual bonus target (≥125% of fee) and numerous milestone triggers tie pay to financing, acquisitions, EBITDA milestones, and market valuation .
- Acquisition Awards are fully vested at closing and scale with deal size (5–8% of Acquisition Value), potentially incentivizing volume/size of acquisitions and creating immediate sellable stock, a near‑term supply risk .
- Governance red flags: Severance payable even upon “termination for Cause,” unusual and shareholder‑unfriendly; heavy related‑party payments; dual CEO+CFO+Director role with concentrated voting control .
- Equity award timing policy: Company states procedures to avoid MNPI misuse and may delay grants until after public disclosure; still, board retains case‑by‑case timing discretion .
Equity Ownership & Alignment Details
| Holder | Class | Shares | % of class | % of voting | Notes |
|---|---|---|---|---|---|
| GB Capital Ltd. (Bensler) | Series B Preferred | 3,036,437 | 47.65% | 42.67% | Sole voting/dispositive power |
| Bensler (incl. GB Capital) | Common | 213 | <1% | <1% | Includes 172 common via GB Capital + 41 options exercisable within 60 days |
| Executives/directors (group of 5) | Series B Preferred | 6,372,874 | 100% | 89.56% | Voting concentrated among GB Capital and Northstrive |
Outstanding derivative securities as of Oct 2025 could add ~237,108 common shares if fully converted/exercised, implying further dilution risk (company‑level) .
Employment Terms – Change‑of‑Control Economics
| Provision | Multiple/amount | Trigger |
|---|---|---|
| Severance | $250,000 one‑time | Change of Control; termination for Cause; termination by majority stockholder or Board vote |
| Acquisition Awards | 5%–8% of Acquisition Value (+1% discretionary) | On closing of acquisitions; fully vested RSUs/restricted stock or cash |
Investment Implications
- Pay‑for‑performance: Incentives are tightly linked to transactional activity (acquisitions/financing) and near‑term EBITDA/market cap milestones, which can catalyze deal flow and capital markets events—but also risk incentive misalignment toward volume over quality; monitor deal ROIC and integration metrics post‑close .
- Supply/dilution risk: Acquisition Awards vest fully at closing and may be taken in stock; combined with option vesting and outstanding derivatives, this can create episodic selling pressure around acquisition closings and registration events; track 8‑Ks on M&A and subsequent Form 4s .
- Governance/retention: Dual CEO+CFO+director role with 42.67% voting control via GB Capital and severance even upon “Cause” heighten governance risk and reduce minority shareholder influence; however, economic ties (consulting fee plus milestone ladders) imply low near‑term turnover risk for Bensler .
- Related‑party exposure: Significant fees to GB Capital (consulting, secondment) and other board‑affiliated entities require strong audit committee oversight; any expansion of secondments or Acquisition Awards should be scrutinized for fairness and alignment .
- Trading signals: Watch for (i) acquisition closings (Acquisition Awards issuance), (ii) quarters with ≥$3m net equity financing (quarterly $50k trigger), (iii) sustained market cap thresholds ($50m/$100m), and (iv) quarterly EBITDA milestones; these events could coincide with compensatory issuances and insider activity .
Citations:
- DEF 14A (Oct 27, 2025):
- S‑1 (Oct 16, 2025):
- S‑1/A (Oct 15, 2025):
- 10‑Q Q3 2025 (Nov 14, 2025):