Roman Feldman
About Roman Feldman
Roman Feldman, age 38, has served as an independent director of Gaxos.ai Inc. (GXAI) since March 2025. He brings business development expertise across financial services and software, including roles at Visual Computer Solutions (since Oct 2023) and Bank of America (Sep 2019–Oct 2023). He holds a B.S. in International Business Management from Kean University. GXAI’s Board has determined Feldman is “independent” under Nasdaq Listing Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visual Computer Solutions | Business Development | Oct 2023–present | Technology-driven BD focus; dual-industry perspective cited as board qualification |
| Bank of America | VP, Enterprise Business Development | Sep 2019–Oct 2023 | Leveraged technology to drive growth; relevant to audit/comp oversight literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Visual Computer Solutions | Business Development | Oct 2023–present | Software/tech domain experience |
| Bank of America | VP, Enterprise Business Development | Sep 2019–Oct 2023 | Financial services domain experience |
No other public company directorships are disclosed in GXAI’s proxy/10‑K biographies for Feldman .
Board Governance
- Committee memberships and chair roles:
- Audit Committee member; committee chaired by Scott A. Grayson; all members meet Nasdaq financial literacy; Grayson designated “audit committee financial expert” .
- Compensation Committee member; chaired by Adam Holzer .
- Nominating & Corporate Governance Committee chair; members include Feldman, Holzer, Grayson .
- Independence: The Board considers Feldman, Holzer, and Grayson “independent”; all members of Audit, Compensation, and Nominating & Governance committees are independent under Nasdaq and Rule 10A‑3 for Audit .
- Attendance: Board and committees met regularly; in FY2024, Board held 2 meetings; Audit held 4; Compensation and Nominating did not meet; none of the directors serving in 2024 attended fewer than 75% of meetings. Feldman joined in March 2025, so FY2024 attendance figures exclude him .
- Executive sessions: Independent directors meet separately without management on a regular basis .
- Annual meeting attendance: Company policy encourages attendance; all then-current directors attended the 2024 annual meeting (preceded Feldman’s appointment) .
Fixed Compensation
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No director compensation for Feldman is disclosed for FY2024 (he joined the Board in March 2025). The first period that may include his director compensation will be FY2025 filings .
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Context—GXAI non‑employee director pay (FY2024):
Director Fees Earned (Cash, $) Option Awards (Grant‑date FV, $) Total ($) Adam Holzer 24,000 11,293 35,293 Scott Grayson 24,000 11,293 35,293 Alex Kisin 24,000 11,293 35,293 Audit Committee Report confirms three independent directors and engagement with auditors (Salberg & Company, P.A.) .
Performance Compensation
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2024 non‑employee director option grants (context – Feldman not a director in 2024):
Instrument Grant Date Per‑Director Options (shares) Exercise Price ($) Vesting Expiration Valuation (per director, $) Stock Options (2022 Plan) Mar 5, 2024 2,083 6.00 100% on Mar 5, 2025 Mar 5, 2029 11,293 (Black‑Scholes) -
Performance metrics tied to director compensation:
Metric Disclosure Quantitative performance metrics None disclosed for director awards; equity vests time‑based Clawback policy administration Compensation Committee administers stock incentive plans and Clawback Policy
Other Directorships & Interlocks
| Company | Role | Period | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
Filings list no other public company boards or interlocks for Feldman; no related‑party transactions involving directors were reported for FY2024/FY2023 .
Expertise & Qualifications
- Dual‑industry perspective spanning financial services and software; business development track record .
- Audit Committee financial literacy affirmed for all members; Grayson designated financial expert; Feldman serves on Audit .
- Governance orientation as chair of Nominating & Corporate Governance Committee .
- Education: B.S., International Business Management, Kean University .
- No legal proceedings disclosures involving Feldman over the past ten years (Item 401(f)) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Exercisable (within 60 days) | Pledged Shares | Hedging Policy |
|---|---|---|---|---|---|
| Roman Feldman | — | <1% | — | None pledged as of Dec 31, 2024 | Hedging, short sales, margin purchases, and pledging prohibited (unless pre‑cleared); updated Insider Trading Policy adopted |
Beneficial ownership percentages are based on 7,123,453 shares outstanding as of March 15, 2025 .
Governance Assessment
- Strengths
- Independent director with cross‑industry BD experience; serves on Audit and Compensation and chairs Nominating & Governance—positive for board capacity and oversight .
- Anti‑hedging/anti‑pledging policy in place; no pledging by directors/officers reported as of Dec 31, 2024 .
- Related person transaction policy with Audit Committee review; no related‑party transactions reported for FY2024/FY2023 .
- Watch items / RED FLAGS
- Newness and alignment: No reported beneficial ownership for Feldman as of March 15, 2025, which may limit “skin‑in‑the‑game” until grants or purchases occur .
- Board leadership/stewardship risk: Combined CEO/Chair with no lead independent director; creates potential oversight concentration risk, increasing importance of active committee leadership from independents .
- Director equity grants have time‑based vesting without disclosed performance conditions—neutral for alignment but less performance‑sensitive than PSUs/TSR‑linked designs .
Overall, Feldman’s committee roles (including chairing Nominating & Governance) and independence support board effectiveness; alignment will be clearer once his ownership and director compensation for FY2025 are disclosed .