Steven Shorr
About Steven Shorr
Steven A. Shorr is Chief Financial Officer of Gaxos.ai Inc. (GXAI) and has served in this role since March 2022. He is 56 years old (as of the 2025 record date), holds a B.A. in Accounting from Queens College, and is a Certified Public Accountant in New York with 30+ years of experience spanning public accounting, hedge fund controllership, and tax/advisory services . Company performance during his tenure shows revenue expansion in 2024 vs. 2023, while EBITDA remains negative (see table below; S&P Global data for EBITDA). Revenues and EBITDA are included for directional context; TSR was not disclosed in the company documents reviewed .
Company performance (annual):
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | 256 | 4,027 |
| EBITDA | -3,956,638* | -3,678,605* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CounterPoint Capital Management (NY hedge fund) | Controller | Prior to 2001 | Led fund controllership and financial controls |
| Kenneth Leventhal & Company; Cavalcante & Company | Public accounting roles | Pre-2001 | Audit/accounting experience supporting technical foundation |
| Steven Shorr CPA | Founder | 2001–2006 | Built and led an accounting/tax practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jubran, Shorr & Company | Partner | 2006–present | Tax, accounting, and advisory services; ongoing external professional role |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $55,385 | $60,000 |
| Target Bonus % | — (not disclosed) | — (not disclosed) |
| Actual Bonus Paid | $0 | $0 |
| Other Cash | $0 | $0 |
| Total Cash | $55,385 | $60,000 |
Performance Compensation
Stock options granted in 2023 (no new equity in 2024):
| Instrument | Grant Date | Shares/Units | Exercise/Strike | Expiration | Grant-Date Fair Value | Vesting/Status |
|---|---|---|---|---|---|---|
| Stock Options | Feb 2023 | 2,083 | $49.80 | 2/14/2033 | $63,022 (2023) | Exercisable 2,083 as of 12/31/2024; detailed vesting schedule not disclosed |
Performance metrics tied to pay (metric/weighting/targets) were not disclosed for the CFO. The Compensation Committee administers the Clawback Policy .
Equity Ownership & Alignment
| Item | As of 11/5/2024 | As of 6/20/2025 |
|---|---|---|
| Beneficial Ownership (shares) | 2,083 | 2,083 |
| Ownership % of outstanding | <1% (star in proxy) | <1% (star in proxy) |
| Shares Outstanding (reference) | 2,055,773 | 7,123,453 |
| Options – Exercisable | 2,083 @ $49.80 | 2,083 @ $49.80 |
| Options – Unexercisable | 0 | 0 |
| Option Expiration | 2/14/2033 | 2/14/2033 |
| Pledged Shares | None (no pledges as of 12/31/2024) | None (no pledges as of 12/31/2024) |
| Anti-hedging/Hedging Policy | No explicit prohibition (2024 proxy) | Insider Trading Policy prohibits short sales, hedging, derivatives; pledging requires pre-clearance |
Note: At the 2025 record date, GXAI’s closing stock price was $1.38; with $49.80 option strike, the CFO’s options were deeply out-of-the-money at that time .
Employment Terms
- Start date and role: CFO since March 2022 .
- Employment Agreement: Dated March 23, 2022; base salary $60,000 annually; options to purchase up to 2,083 shares under the 2022 Equity Incentive Plan; no specific cash bonus provisions disclosed for the CFO .
- Change-in-Control/Acceleration (plan-level): The 2022 Plan permits, at administrator discretion upon a change in control, vesting acceleration and lapse of restrictions, with performance conditions deemed achieved at target; options/SARs can become fully exercisable; the administrator may also terminate outstanding awards for cash if in-the-money .
- Clawback policy: Administered by the Compensation Committee .
- Insider trading/hedging: 2025 proxy states prohibitions on short sales, hedging, and derivative transactions; pledging requires pre-clearance; no pledges by directors/executives as of 12/31/2024 .
- Severance, non-compete, non-solicit, change-of-control multiples, tax gross-ups, deferred comp, perquisites: Not disclosed for the CFO in reviewed documents .
Compensation Structure Analysis
- Mix and trend: In 2023, equity represented ~53% of total reported comp via a one-time option grant ($63,022 of $118,407), shifting to 100% cash ($60,000) in 2024 as no new equity or cash bonus was awarded .
- Performance linkage: No CFO-specific annual incentive metrics, weightings, or payouts disclosed; absence of an annual bonus suggests limited short-term performance pay for the CFO .
- Option economics: The 2023 grant has a $49.80 strike and 2033 expiry; with stock at $1.38 at the 2025 record date, the award was out-of-the-money, reducing near-term realizable value and potential selling pressure .
- Equity overhang context: 2025 proposal increases plan reserve to 803,637 shares (~11.28% of fully diluted shares as of record date), balancing retention/attraction with dilution; share price reference $1.38 at record date .
Related Party Transactions and Risk Flags
- Related party transactions: None in 2023–2024 above thresholds per policy .
- Legal proceedings: None reported for directors or officers in the past ten years .
- Say-on-pay/shareholder feedback: Not disclosed in the reviewed proxies.
- Hedging/pledging: 2025 policy prohibits hedging; none pledged by directors/executives as of 12/31/2024 .
Investment Implications
- Alignment and incentives: CFO’s equity exposure is limited (beneficial ownership <1%) and the 2023 options are far out-of-the-money at current reference price, yielding low immediate alignment through realizable equity value; no annual bonus structure disclosed for the CFO further reduces short-term performance linkage .
- Retention risk: Compensation profile shows low cash pay ($60,000 in 2024) and no ongoing variable cash/equity awards disclosed for 2024; combined with an ongoing external partnership role, this may bear monitoring from a retention and time-allocation standpoint .
- Selling pressure: Minimal, given only 2,083 vested options held by the CFO and deep out-of-the-money strikes; company-level dilution risk is a broader factor as plan capacity rises to 803,637 shares (~11.28% of fully diluted) .
- Governance mitigants: Presence of a Clawback Policy and enhanced insider trading/anti-hedging restrictions (2025) are positive from a risk and alignment perspective .