Alexander Tokman
About Alexander Tokman
Alexander Tokman, age 63, is Chief Executive Officer and Chairman of ENDRA Life Sciences (NDRA). He joined ENDRA’s Board in 2008 and was appointed acting CEO and Chairman on August 13, 2024; his employment is at will with eligibility for an annual performance-based bonus and a base salary of $300,000 . He holds undergraduate and graduate Engineering degrees from the University of Massachusetts and previously held senior roles at GE Healthcare and as CEO of Microvision, with domain experience across medical devices, biotech, consumer electronics, AI, and AgTech . The proxy does not disclose TSR, revenue growth, or EBITDA growth metrics for his tenure; pay-versus-performance is included at a company level but without executive-specific performance figures for Tokman .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENDRA Life Sciences | Board Member; CEO & Chairman | Director since 2008; CEO/Chairman since Aug 13, 2024 | Leadership transition; focus on regulatory and commercial execution; combined CEO/Chair role |
| iUNU (AI/computer vision SaaS) | President | 2020–2024 (prior to ENDRA appointment) | Led AI/computer vision SaaS operations; relevant to NDRA’s AI ambitions |
| Allen Institute for AI (AI2) | CEO-in-Residence | 2019–2020 | Executive-in-residence experience in AI ecosystems |
| Microvision, Inc. | President, CEO, Director | 2006–2017 | Led publicly traded imaging company; commercialization track record |
| GE Healthcare | Executive (multiple global businesses incl. PET/CT) | 10+ years (prior to Microvision) | Led commercialization across segments; medical imaging expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Izotropic Corporation (breast CT imaging) | Independent Director | Current | Public technology company commercializing dedicated breast CT |
| American Academy of Thermography (non-profit) | Board Member | Current | Non-profit focused on novel infrared imaging applications |
Fixed Compensation
| Item | Amount | Year/Timing | Source |
|---|---|---|---|
| Base Salary | $300,000 | Per Employment Agreement (effective Aug 13, 2024) | |
| 2024 Salary Paid | $114,231 | FY 2024 | |
| 2024 Board Fees | $25,000 | FY 2024 (pre-CEO service) | |
| 2024 Consulting Fees | $75,000 | FY 2024 (consulting pre-CEO) | |
| Target Bonus % | Not disclosed | Eligible for annual performance-based bonus |
Performance Compensation
| Instrument / Metric | Weighting | Target | Actual | Payout Structure | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Board-established objectives | Not disclosed | Not disclosed | N/A |
| 2016 Omnibus Plan Awards (time-based options/RSUs) | N/A | N/A | N/A | N/A | Typical grants vest in 3 equal annual installments beginning on the first anniversary of grant |
| Performance-Based Stock Option Tranches | N/A | 25% vests at $5M rev/≥10% GM; 25% at $10M/≥35% GM; 25% at $15M/≥40% GM; 25% at $20M/≥50% GM | Not disclosed | Vest upon goal attainment | Performance vesting triggered by revenue and margin milestones (award-level design) |
| 2024 Director Option Grant (pre-CEO) | N/A | N/A | N/A | Grant-date fair value $954 | 600 options (Jan 2024) adjusted after Aug/Nov 2024 reverse splits to 1 share at $2,782.50; 3-year annual vesting from grant anniversary |
Notes:
- Company policy states no timing of MNPI around equity grants .
- Plan-level clawback applies to awards; Board may allow deferral of awards .
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 14 | Less than 1% of common stock; as of record date October 16, 2025 |
| Options/RSUs Included | Not broken out | Beneficial ownership includes securities exercisable within 60 days where applicable |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits pledging and hedging by directors and employees |
| Ownership Guidelines | Not disclosed | No executive/director ownership multiple disclosed in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Appointed acting CEO and Chairman effective Aug 13, 2024 |
| Employment At-Will | Yes; terminable by either party at any time |
| Base Salary | $300,000; subject to Board adjustment |
| Bonus Eligibility | Annual cash bonus based on performance objectives set by Board |
| Severance (no CIC / good reason / without cause / or upon CEO replacement by 2/13/2026) | 12 months’ base salary continuation + lump sum equal to 12 months of healthcare coverage (subject to release) |
| Change-in-Control (within 1 year post-CIC) | 24 months’ base salary continuation + lump sum equal to 24 months of healthcare coverage (subject to release) |
| Benefits | Eligible for health, welfare, 401(k) similar to other senior executives |
| Non-Compete/Non-Solicit | Not disclosed in proxy excerpts |
| Clawback | Awards subject to clawback per policy/law |
Board Governance
- Role: CEO and Chairman; Board permits combining roles; Board cites alignment and efficiency benefits; no Lead Independent Director .
- Independence: 3 of 4 current directors independent; committee membership fully independent .
- Committees and Chairs:
- Audit: Basenese, DiGiandomenico (Chair), Harsh; all independent; financial expert designation to DiGiandomenico .
- Compensation: Basenese (Chair), DiGiandomenico, Harsh; independent .
- Corporate Governance & Nominating: Harsh (Chair), Basenese; independent .
- Board Meetings/Attendance: Board met 2 times in 2024; no director attended less than 75% of meetings .
Director Compensation (Context for dual-role implications)
| Component | Amount/Terms | Timing |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | $40,000 | Paid quarterly in arrears |
| Standard Annual Equity (Policy pre-2025) | 600 options each Jan 1; 3-year vest; initial election grant 2,500 options with 3-year vest | Exercise price at grant; time-based vesting |
| 2025 One-Time RSU Grant (Non-Employee) | 5,384 RSUs (1:1), vesting in full on June 11, 2026 | In lieu of Jan 2025 stock options; to address reverse split impact |
| 2024 Director Compensation Examples | $40,000 cash + $954 option grant-date fair value (post-split adjusted) | Per director (non-employee) |
Note: Tokman became employee-director on Aug 13, 2024; prior to that he received director fees and a January 2024 director option grant (adjusted to 1 share at $2,782.50) and separate consulting fees .
Related Party Transactions
- Consulting: Tokman provided commercialization consulting under an agreement dated October 17, 2023 at $150/hour; ENDRA paid $75,000 in 2024; agreement terminated upon his CEO appointment on Aug 13, 2024 .
- Section 16(a) Compliance: Company noted late Form 4 filings for Jan 2, 2024 option grants by several insiders (including Tokman), filed on Feb 23, 2024 .
Performance & Track Record
- Biography emphasizes commercialization successes (GE Healthcare PET/CT, Microvision leadership, AI SaaS leadership); detailed NDRA-specific performance metrics during Tokman’s tenure are not disclosed in the proxy excerpts .
- Latest filings bear Tokman’s signature as CEO/Chairman (e.g., Nov 14, 2025 8-K) .
Equity Plan and Risk Controls
- Clawback: All awards subject to clawback per company policy/law; Board may permit deferrals .
- Anti-Hedging/Pledging: Prohibited under Insider Trading Policy .
- Independent Compensation Oversight: Compensation Committee is independent and empowered to retain outside advisors; acted by written consent in 2024 .
Investment Implications
- Governance structure concentrates authority (CEO + Chairman) without a Lead Independent Director, partially mitigated by independent committees and a majority-independent board; investors may monitor board oversight rigor and any future move to separate roles .
- Employment economics feature meaningful protection in a change-of-control (24 months base + healthcare), which could influence negotiations and retention but also align management through transactional stability; standard severance is 12 months base + healthcare, including if a replacement CEO is hired by Feb 13, 2026 .
- Alignment: Tokman’s reported beneficial ownership is de minimis (14 shares, <1%); however, anti-hedging/pledging policies and equity-based incentives (time- and performance-based options) provide some alignment; lack of recent Form 4 transactions reduces near-term selling pressure signals but does not guarantee future activity .
- Compensation design relies on board-set annual objectives (details undisclosed) and plan-level equity with both time-based and explicit revenue/gross margin performance triggers; investors should watch for disclosure of bonus metrics and any new CEO equity package in subsequent filings to assess pay-for-performance rigor .