Adam Holzer
About Adam Holzer
Adam Holzer (age 57) is an independent director of Gaxos.ai Inc. (GXAI) serving since March 2022. He is a sales and marketing executive with leadership roles across sports and media; he holds a B.S. in Marketing from the University of Maryland. The Board has determined Mr. Holzer is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AJH Media & Sponsorship Consulting | Chief Executive Officer | 2019–present | Advisory media/sponsorship company for entertainment and sports |
| Learfield | Vice President, National Sales | 2017–2019 | Collegiate sports marketing |
| Lagardère Sports & Entertainment | SVP, Media (Americas) | Pre–Dec 2017 | Media sales leadership |
| FOX Sports Media Group | Sales Executive | Prior | Media sales |
External Roles
- No other public company directorships disclosed in GXAI proxy biographies; roles are operating/consulting positions in media/sports .
Board Governance
- Committee assignments (2025): Audit (member), Compensation (Chair), Nominating & Corporate Governance (member). Audit Chair: Scott A. Grayson; Nominating Chair: Roman Feldman .
- Committee assignments (2024): Audit (member; Chair Grayson), Compensation (Chair Holzer), Nominating & Corporate Governance (member; Chair Kisin) .
- Independence: Board majority independent (Holzer, Grayson, Feldman). Combined CEO/Chair structure; Board states a Lead Independent Director is not necessary at this time .
- Attendance: In 2024, Board held 2 meetings; Audit held 4; Compensation and Nominating held 0; no director attended fewer than 75% of meetings of the Board and committees served . In 2023, Board held 4; Audit 4; Compensation 1; Nominating 0; no director <75% .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $13,125 | $24,000 |
| Option Awards – grant-date fair value ($) | $11,324 | $11,293 |
| Total ($) | $24,449 | $35,293 |
Performance Compensation
| Equity Award Feature | 2023 | 2024 | 2025 |
|---|---|---|---|
| Options Granted (shares) | 1,667 (per director) | 2,083 (per director) | 25,000 (to each director; 75,000 aggregate) |
| Exercise Price ($/sh) | $49.80 | $6.00 | $1.11 |
| Vesting | Not specified for directors | One-year cliff vest on 3/5/2025 | One-year cliff vest on 4/14/2026 |
| Expiration | Not disclosed for 2023 director grant | 3/5/2029 | 4/14/2030 |
| Aggregate Fair Value at Grant | — | $33,880 (3 directors; $11,293 each) | $73,063 (75,000 total; per director not disclosed) |
| Performance Metrics Tied to Director Pay | None disclosed (director pay is cash retainer + options; no PSU/TSR metrics referenced) |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Committee interlocks: Not disclosed; related-party transaction oversight resides with the Audit Committee; directors are independent under Nasdaq rules .
Expertise & Qualifications
- Senior leadership in media/sports sponsorship and national sales; experience at FOX Sports, Learfield, Lagardère .
- Marketing education (B.S., University of Maryland) .
- Board experience includes chairing Compensation and serving on Audit and Nominating committees .
Equity Ownership
| Ownership Metric | As of Nov 5, 2024 | As of Jun 20, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 1,667 | 3,750 |
| Percent of Outstanding | <1% | <1% |
| Options Exercisable Within 60 Days (included above) | 1,667 | 3,750 |
| Anti‑hedging/pledging policy; pledged shares | Policy prohibits hedging; pledging requires pre-clearance; none pledged as of 12/31/2024 | Policy continues; none pledged as of 12/31/2024 |
Voting Support (2025 Annual Meeting)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Adam Holzer | 592,411 | 39,739 | 1,905,954 |
Governance Assessment
- Independence and committee leadership: Holzer is independent and chairs the Compensation Committee, with membership on Audit and Nominating—positions that influence pay strategy, internal control oversight, and director selection .
- Attendance/engagement: No director fell below 75% attendance; however, committee activity in 2024 was limited (Compensation and Nominating held zero meetings), which may signal low cadence of formal governance deliberations in that year .
- Ownership alignment: Beneficial ownership is de minimis (<1%); director equity is primarily stock options rather than RSUs/PSUs, with recent one-year cliff grants—alignment is present but modest and not explicitly tied to performance metrics .
- Anti‑hedging and pledging controls: Company prohibits hedging and restricts pledging; none pledged as of year-end 2024—positive alignment safeguard .
- Related-party transactions: None above threshold in 2023–2024—low conflict risk .
- Board leadership structure: Combined CEO/Chair with no Lead Independent Director—Board states this is appropriate for company size; nonetheless, investors often prefer an independent chair or strong lead independent for oversight balance (RED FLAG potential) .
- Jurisdictional shift: Reincorporation to Nevada (approved in 2024) increases director/officer liability protections vs Delaware; while it lowers franchise taxes, it may reduce certain shareholder litigation remedies (RED FLAG potential for investor rights) .
- Compensation governance: Compensation Committee administers equity plans and a Clawback Policy, which is a positive control; however, no director performance metrics disclosed for pay-for-performance calibration .
RED FLAGS: Combined CEO/Chair without a Lead Independent Director ; limited committee meeting frequency in 2024 (Compensation and Nominating: 0) ; Nevada reincorporation enhancing liability protections for directors and potentially weakening shareholder recourse .