Vadim Mats

About Vadim Mats

Vadim Mats (age 40) is the Chief Executive Officer and Chairman of Gaxos.ai Inc. (GXAI), serving in both roles since October 2021; he holds an M.S. in accounting and finance and a B.B.A. in finance/investments from Baruch College, and is both a CAIA charterholder and a New York CPA . As of the 2025 proxy record date, he beneficially owned 239,099 shares (3.35%) including 16,667 options exercisable within 60 days, aligning interests but remaining below control thresholds . GXAI’s compensation design provides him $400,000 base salary, eligibility for an annual cash bonus up to 2x base, and legacy options (16,667 at $49.80) that vested immediately upon the 2023 IPO; the options were out-of-the-money as of Q3’25 (aggregate intrinsic value $0 for all company options), limiting near-term selling pressure from option exercises . The Board combines the CEO and Chair roles, cites three independent directors and no lead independent director, with committee oversight by independent members .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Bonus (Cash) | Item | 2023 | 2024 | |---|---|---| | Target opportunity | Up to 2x base salary | Up to 2x base salary | | Disclosed performance metrics | “Criteria to be adopted annually by Compensation Committee” (not specified) | Same (not specified) | | Actual payout | $0 | $150,000 |

• Equity Awards (Options) | Grant date | Type | Shares/Units | Exercise/Strike | Vesting | Expiration | Accounting grant-date fair value | |---|---|---:|---:|---|---|---:| | Feb 17, 2023 | Stock options | 16,667 | $49.80 | Vested immediately upon grant/IPO | Feb 14, 2033 | $504,177 (2023 SCT “Option Awards”) |

Notes:

• Company-wide option activity shows aggregate intrinsic value of $0 as of Sep 30, 2025, indicating options are out-of-the-money (reduces exercise-driven selling pressure) .

Equity Ownership & Alignment

Employment Terms

Board Governance (service history, committees, dual-role implications)

• Role and tenure: CEO and Chairman since Oct 2021; board currently four directors with three independent (Holzer, Grayson, Feldman) .
• Leadership structure: Combined Chair/CEO; Board deems appropriate for company size; no Lead Independent Director at this time .
• Committees (independent only):
  • Audit Committee: Grayson (Chair), Feldman, Holzer; Grayson designated “audit committee financial expert” .
  • Compensation Committee: Holzer (Chair), Grayson, Feldman .
  • Nominating & Corporate Governance: Feldman (Chair), Holzer, Grayson .
• Meetings/attendance: In 2024, Board met 2 times, Audit met 4 times; Compensation and Nominating committees held no meetings; no director attended <75% of applicable meetings .
• 2025 annual meeting results: Mats re-elected with 609,602 For vs 22,548 Withheld; Plan Amendment to increase plan shares approved .

Director Compensation (context for governance, not applicable to CEO-director)

Compensation Structure Analysis

• Mix and trajectory: 2024 pay comprised of base ($400k) plus modest cash bonus ($150k) and no new CEO equity grants; 2023 included significant option award ($504k grant-date FV) that vested immediately, increasing fixed/realized mix thereafter .
• Performance calibration: Annual bonus opportunity up to 2x base is high for a micro-cap, but specific metrics/weightings not disclosed—reduces visibility into pay-for-performance rigor .
• Equity leverage and pressure: CEO’s legacy options at $49.80 are out-of-the-money alongside company-wide options having zero intrinsic value as of Q3’25 (limits exercise-related selling pressure) .
• Governance/process: Compensation Committee composed of independent directors but did not meet in 2024, which may raise process rigor concerns for incentive design/approval cadence .

Performance & Track Record

• Leadership milestones: Founder/CEO guiding transition to AI focus; prior capital markets experience (DatChat IPO) suggests familiarity with public-company execution .
• Option and capital structure context: Company expanded equity plan share reserve in 2025 (approved by shareholders), increasing capacity for retention/aligning awards amidst growth plans .

Investment Implications

• Alignment: 3.35% beneficial ownership, prohibition on hedging/pledging (none pledged), and absence of 10b5-1 plans in Q3’25 signal alignment and limited structured selling pressure near term .
• Incentive design risk: High cash bonus opportunity (up to 2x base) with undisclosed metrics and Compensation Committee inactivity in 2024 introduces pay governance risk and potential for discretionary outcomes .
• Option overhang quality: CEO’s legacy options vested immediately but are out-of-the-money (company-wide intrinsic value $0 at Q3’25), reducing dilution from exercises and near-term selling pressure; future equity usage will be guided by the enlarged 2022 Plan capacity .
• Governance structure: Combined CEO/Chair without a Lead Independent Director concentrates authority; mitigation via fully independent committees is positive, but lack of committee meetings (other than Audit) in 2024 is a watch item for oversight quality .
• Trading signals: Insider open-market buying in 2023 (2,500 shares @ $1.00; 2,750 shares @ $0.66) provides a modest positive signal historically, but sparse and dated; ongoing monitoring of Form 4 activity is advised .

Key gaps: No disclosed severance/change-in-control cash protections in reviewed filings; plan-level CIC equity acceleration is discretionary. Lack of disclosed bonus metrics/weights limits pay-for-performance assessment **[1895618_0001140361-25-024202_ny20050857x1_def14a.htm:29]** **[1895618_0001213900-25-110000_ea0264296-10q_gaxos.htm:36]** **[1895618_0001013762-25-004271_ea0234668-10k_gaxosai.htm:94]**.