Scott Grayson
About Scott A. Grayson
Scott A. Grayson (age 66) has served as an independent director of Gaxos.ai Inc. (GXAI) since February 2023. He brings 25+ years as a senior sales executive in financial services software, including roles at Luxoft, AlphaPoint, and R3, and holds a B.S. in Accounting from Lehigh University. He is designated by the Board as the Audit Committee Financial Expert and currently chairs the Audit Committee . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxoft USA, Inc. | Head of Alliances NA; later Head of Revenue for Banking/Capital Markets & Insurance | 2019–present (roles through 2020 noted) | Enterprise software go-to-market leadership |
| AlphaPoint | Head of Sales | 2019 | Crypto exchange software sales leadership |
| R3 | Chief Sales Officer | Prior to 2019 | Enterprise technology sales; consortium/blockchain ecosystem exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships are listed in the GXAI proxy biography for Mr. Grayson . |
Board Governance
- Board independence/structure: The Board deems Grayson independent; three of four directors are independent. The CEO also serves as Chair; the Board has not appointed a Lead Independent Director, citing company size and perceived benefits of the combined role .
- Committees:
- Audit Committee: Chair (Grayson) with members Roman Feldman and Adam Holzer; Grayson is the Audit Committee Financial Expert. Responsibilities include auditor oversight, financial reporting integrity, and review/approval of related-person transactions; charter posted on company website .
- Compensation Committee: Members Adam Holzer (Chair), Scott A. Grayson, and Roman Feldman; oversees executive pay, equity plans, and the Clawback Policy .
- Nominating & Corporate Governance Committee: Members Roman Feldman (Chair), Adam Holzer, and Scott A. Grayson .
- Meetings and attendance (FY2024): Board (2), Audit (4); Compensation (0), Nominating & Governance (0). No director attended fewer than 75% of combined Board and committee meetings; independent directors meet separately without management .
- Annual meeting attendance: All then-current directors attended the 2024 annual meeting .
| Body | FY2024 Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 2 | No director <75% attendance |
| Audit Committee | 4 | No director <75% attendance |
| Compensation Committee | 0 | — |
| Nominating & Governance Committee | 0 | — |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (annual) | $24,000 | Reported as “Fees Earned or Paid in Cash” |
| Other cash (meeting fees/chair fees) | — | Not disclosed |
Non-employee director total compensation (2024): $35,293 (includes option grant fair value below) .
Performance Compensation (Director Equity – 2024)
| Instrument | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | Mar 5, 2024 | 2,083 | $6.00 | 100% on Mar 5, 2025 | Mar 5, 2029 | $11,293 (ASC 718) |
- Plan administration and clawback: Compensation Committee administers equity plans and the Clawback Policy .
- Performance metrics: None disclosed for director awards; 2024 options vest time-based after one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not listed for Mr. Grayson in GXAI’s proxy biography |
| Committee interlocks | No interlock disclosure identified in the 2025 proxy excerpts reviewed |
Expertise & Qualifications
- Financial expert: Designated Audit Committee Financial Expert under Item 407(d)(5) of Regulation S-K .
- Domain expertise: Enterprise software sales leadership across on-prem and SaaS, financial services technology, partnerships/channels .
- Education: B.S. in Accounting, Lehigh University .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Scott A. Grayson | 3,750 | <1% | Includes 3,750 shares subject to stock options exercisable within 60 days of the Record Date; shares outstanding 7,123,453 |
- Hedging/pledging: Insider Trading Policy prohibits short sales and hedging/monetization transactions; pledging or margin requires pre-clearance. As of Dec 31, 2024, none of the directors or executive officers had pledged GXAI shares .
- Ownership guidelines: No director ownership guideline disclosure found in the proxy excerpts reviewed [Search none found in 2025 proxy: 4].
Shareholder Voting Signal (2025 Annual Meeting – Director Election)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Scott Grayson | 595,459 | 36,691 | 1,905,954 |
- Other proposals: Auditor ratification approved (2,274,665 For; 246,475 Against; 16,964 Abstain). Share reserve increase for 2022 Plan approved (507,255 For; 122,893 Against; 2,002 Abstain) .
Related-Party and Conflicts Review
- Policy: Related person transactions over the lesser of $120,000 or 1% of total assets (last two year-end) must be reviewed/approved by the Audit Committee or another independent Board body, considering independence impacts, arm’s-length terms, and shareholder interests .
- Transactions: For FY2023 and FY2024, no related person transactions meeting the policy threshold were reported .
Governance Assessment
-
Positives
- Audit chair and SEC-defined Financial Expert designation strengthen financial oversight; Audit Committee held four meetings in 2024 and recommended inclusion of audited financials in the 10-K .
- Independence affirmed by the Board under Nasdaq rules .
- Anti-hedging policy and no pledging by directors as of year-end 2024; independent directors meet in executive session .
- No related-party transactions disclosed in 2023–2024, mitigating conflict risk .
- Shareholders supported Grayson’s re-election with 595,459 For vs 36,691 Withheld votes (broker non-votes 1,905,954) .
-
Watchpoints / RED FLAGS
- Combined CEO/Chair with no Lead Independent Director can weaken independent oversight; Board asserts size justifies structure .
- Compensation and Nominating/Governance committees reported zero meetings in 2024, which may indicate limited formal activity despite standing responsibilities (monitoring recommended) .
- Director ownership is de minimis (<1%); alignment relies primarily on option awards with time-based vesting rather than performance metrics .
-
Overall: Grayson’s audit leadership and financial expertise are governance positives. Monitoring cadence/outputs of the Compensation and Nominating committees, and Board leadership structure (absence of a Lead Independent Director), remains important for investor confidence .