Gilad Aharon
About Gilad Aharon
Dr. Gilad Aharon is an independent director at NeurAxis, appointed on November 19, 2024, effective January 1, 2025, and age 51 . He co-founded Rosalind Advisors, Inc. and has served as a Portfolio Manager there since 2006; he holds a Ph.D. in Biophysics and Molecular Biology from the University of Toronto and previously worked as an equity analyst at Infinium Securities Inc. . The Board determined he is independent under SEC and NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rosalind Advisors, Inc. | Co-founder; Portfolio Manager | Since 2006 | Not disclosed |
| Infinium Securities Inc. | Equity Analyst | Prior to 2006 | Not disclosed |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None reported | — | “Our directors are not directors in any other reporting companies.” |
| Investment firm affiliation | Rosalind Advisors, Inc. | Co-founder; Portfolio Manager | Firm affiliated with Rosalind Master Fund LP |
| Major shareholder linkage | Rosalind Master Fund LP | — | 796,800 shares beneficially owned (due to 9.99% cap), 9.9% voting power; Mr. Aharon has indirect ownership over the fund |
Board Governance
- Independence: The Board determined Dr. Aharon is an independent director under SEC and NYSE American rules .
- Committee assignments: Compensation Committee (Chair); members: Aharon, Watkins, Keyser, Ferge . Audit Committee: Ferge (Chair), Watkins, Keyser . Nominating & Corporate Governance Committee: Keyser (Chair), Watkins, Ferge .
- Appointment/tenure: Appointed November 19, 2024, effective January 1, 2025 .
- Attendance/lead independent/executive sessions: Not disclosed in the proxy –.
Fixed Compensation
| Director (FY2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bradley M. Watkins | 60,000 | 50,000 | 110,000 |
| Beth Keyser | 60,000 | 50,000 | 110,000 |
| Kristin Ferge | 49,151 | 40,959 | 90,110 |
| Timothy Henrichs (resigned as director Feb 2, 2024) | 5,260 | 4,384 | 9,644 |
- Note: Dr. Aharon’s director compensation for 2024 is not shown because his Board service became effective January 1, 2025 .
Performance Compensation
| Metric | Description | Director Application | Disclosure |
|---|---|---|---|
| RSUs/PSUs | Equity awards tied to performance | Director awards may be granted under 2022 Plan | No director-specific performance metrics disclosed – |
| Option awards | Strike, expiration, vesting | Director equity possible via plans | No 2024 option awards disclosed for directors; plan mechanics described – |
- The 2022 Omnibus Plan permits RSUs/PSUs and other equity instruments, but the proxy does not disclose any performance metric targets (e.g., revenue, EBITDA, TSR) specific to non-employee directors for FY2024 –.
Other Directorships & Interlocks
| Type | Entity | Detail | Potential Exposure |
|---|---|---|---|
| Public company boards | None | Company states directors are not directors in other reporting companies | None indicated |
| Shareholder interlock | Rosalind Master Fund LP | 9.9% beneficial and voting power; Series B Preferred holdings; Mr. Aharon has indirect ownership over the fund | Potential conflict due to fund’s significant stake and voting rights – |
Expertise & Qualifications
- Biophysics/Molecular Biology Ph.D.; analytical training and capital markets experience (equity analyst) .
- Institutional investment background as Portfolio Manager; relevant for compensation oversight and capital allocation perspectives .
- Board independence affirmed; no legal proceedings involvement reported .
Equity Ownership
| Holder | Instrument | Shares/Units | % of Shares Outstanding | Voting Power | Notes |
|---|---|---|---|---|---|
| Gil Aharon (personal) | Series B Preferred convertible to Common | 105,042 shares issuable on conversion | 1.4% | 65,789 votes | Voting via Series B; subject to caps and terms |
| Rosalind Master Fund LP (affiliated) | Series B Preferred (convertible) | 796,800 shares (cap-limited from 1,890,756) | 9.9% | 9.9% voting power | Mr. Aharon has indirect ownership over the fund |
- Total votes outstanding: 9,558,364 (Common + Series B voting as described) .
- Series B voting caps and conversion mechanics detailed in the proxy and Certificate of Designation –.
Governance Assessment
- Strengths: Independent status; relevant finance and scientific background; chairs Compensation Committee with majority-independent composition; formal related party transaction review policy via Audit Committee .
- Signals/Context: No other public company directorships; no disclosed legal proceedings; no 10b5-1 trading plans .
- RED FLAGS: Indirect ownership over a major shareholder (Rosalind Master Fund LP) while chairing the Compensation Committee may present perceived conflicts; fund’s significant Series B voting rights and dividend features heighten sensitivity to capital and pay decisions –. Related-party oversight exists, but investors may scrutinize decision-making alignment given this interlock .
Related party policy requires Audit Committee pre-approval of transactions ≥$120,000 or ≥1% of average total assets; this provides a control, but ongoing vigilance is warranted given the shareholder affiliation .