Alex Hamilton
About Alex Hamilton
Independent director since October 14, 2022; age 52. Hamilton is an investment banker and operating executive with deep audit, finance, and public company governance experience. He is the Audit Committee Chair and designated audit committee financial expert, with Series 7/24/63 licenses and a BA in Economics from Brandeis University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donald Capital LLC (FINRA-registered) | Co-Founder & President | May 2019–present | Investment banking leadership; credentials cited in audit financial expert designation . |
| Hamilton Laundry | Chief Executive Officer | Apr 2016–present | Operations leadership . |
| Hamilton Strategy Group, Inc. | Chief Executive Officer | Nov 2014–present | Strategic advisory . |
| Hemp Logic, Inc. | Chief Financial Officer | Feb 2017–Jul 2019 | Finance oversight . |
| ChineseInvestors.com, Inc. | Interim CFO | Dec 2018–Feb 2019 | Interim finance leadership . |
| Meiwu Technology Co., LTD (WNW:Nasdaq) | Non-exec Board Member; Audit Chair; Nominating & Compensation Member | Dec 2020–Jul 2021 | Audit leadership at public issuer . |
| CBD Biotech, Inc. | CFO & Director | Nov 2018–Feb 2021 | Governance and finance . |
| Consilium Global Research | Senior Managing Director | Jan 2015–May 2019 | Research leadership . |
| Early Bird Capital; Jesup & Lamont; Benchmark Company; FTI Consulting; Kei Advisors | Various senior roles (MD/VP/President/Senior Director) | 2006–2014 | Capital markets and consulting experience . |
External Roles
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| Addentax Group Corp. | Nasdaq: ATXG | Director | Audit Committee Chair; Nominating & Corporate Governance Committee member . |
Board Governance
- Committee assignments: Audit (Chair: Hamilton), Compensation (Members: Myers, D’Alessio; Chair: Myers), Nominating & Corporate Governance (Members: Myers, D’Alessio; Chair: D’Alessio) .
- Independence: Board determined Hamilton is independent under Nasdaq and Rule 10A-3; he is designated an “audit committee financial expert” .
- Risk oversight and audit committee remit: Audit Committee oversees financial reporting and risk; report signed by Hamilton (Chair), D’Alessio, Myers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY 2023) | $— | No cash fees disclosed for non-executive directors in FY 2023 . |
| Director equity grant | 75,000 restricted shares | Granted Oct 14, 2022; vest 1/3 on Oct 14, 2022, 2023, 2024; grant-date value $0.28/share ($20,881 total) . |
| Non-employee director comp cap | $500,000 (annual); $1,000,000 first year/new chair | Measured as cash plus grant-date fair value of equity . |
Performance Compensation
- No director-specific performance-based metrics or option grants disclosed for Hamilton; equity is time-vested restricted stock .
Other Directorships & Interlocks
| Entity | Role | Possible Interlock/Conflict |
|---|---|---|
| Addentax Group Corp. | Director, Audit Chair | None disclosed with MGRX . |
| Donald Capital LLC | Co-Founder & President | No MGRX-related transactions disclosed; audit committee reviews related party/conflict matters if they arise . |
Expertise & Qualifications
- Audit committee financial expert, GAAP and internal controls expertise; extensive public company board/audit leadership .
- Capital markets and investment banking experience; Series 7/24/63 licenses; Brandeis University Economics degree .
Equity Ownership
| Date | Common Shares Beneficially Owned | Unvested RS | Notes |
|---|---|---|---|
| Apr 1, 2024 | 75,000 | 25,000 | Pre-reverse split; director grant vesting schedule; “includes” vesting tranche disclosed . |
| Feb 13, 2025 (record for special meeting) | 1,667 | Not disclosed | Post 1-for-15 reverse split effective Oct 16, 2024; reduced holdings reflect sales/split . |
- Pledging/hedging: Not disclosed .
- Ownership guidelines: Not disclosed .
Insider Trades
| Trade Date | Form | Action | Shares | Price ($) | Post-Trade Holdings |
|---|---|---|---|---|---|
| Jun 25, 2024 | Form 4 | Sale | 16,574 | 0.31 | 158,426 . |
| Jun 27, 2024 | Form 4 | Sale | 108,426 | 0.32 | 50,000 . |
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; robust audit committee charter and oversight of related party transactions, including explicit review/approval criteria and disinterested review when needed . The board has formal committee charters and adopted an SEC/Nasdaq-compliant clawback policy (Rule 10D-1; Nasdaq 5608) .
- Risks and red flags:
- Insider sales: Hamilton sold ~125k shares in June 2024; though pre-reverse split, sales can be viewed as neutral or negative signal—monitor future Form 4s and any 10b5-1 plans .
- Dilution and plan flexibility: The 2022 Equity Incentive Plan permits repricing/cancellation-and-regrant and has a large share reserve with evergreen increases, which can be shareholder-unfriendly if misused; audit/comp committees’ oversight is critical .
- Structural conflicts at subsidiary: CEO Jacob Cohen’s control of Mango & Peaches and Series A super-majority voting rights centralize control over core assets; Audit Committee must rigorously oversee related-party impacts at the parent level .
- Monitoring items:
- Upcoming proxy/10-K for director attendance and any changes in committee composition .
- Any engagements between MGRX and Donald Capital (none disclosed to date) and audit committee conflict management .
- Execution of related-party transaction policies given existing CEO-affiliated arrangements (e.g., Epiq Scripts) .
Appendix: Committee Snapshot
| Committee | Members | Chair |
|---|---|---|
| Audit | Hamilton, D’Alessio, Myers | Hamilton . |
| Compensation | Myers, D’Alessio | Myers . |
| Nominating & Corporate Governance | Myers, D’Alessio | D’Alessio . |
Notes:
- Reverse split: 1-for-15 effective Oct 16, 2024; historical share counts pre-split should be adjusted for context .
- Director election and independence reaffirmed in 2024 proxy; board size set at four .