Alan Kazden
About Alan Kazden
Alan Kazden, age 62 as of the October 4, 2023 record date, is an original investor in Nexalin Technology and has served as a Director since 2019. He brings 30+ years of experience consulting with emerging growth companies in strategic planning, partnering, capital raising, and acting as a virtual CFO, and previously consulted to the Mayor’s Office and Los Angeles City Council on local tax issues. The Board has designated him as the Audit Committee financial expert, and he is deemed independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various emerging growth companies | Consultant (strategic planning, partnering, raising capital); Virtual CFO | Not disclosed | Corporate finance perspective; supports audit oversight as financial expert |
| Mayor’s Office & Los Angeles City Council | Consultant on local tax issues | Not disclosed | Public sector advisory experience adds regulatory insight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Not disclosed in company proxies | — | — | — |
No other public company directorships or committee roles are disclosed for Mr. Kazden in Nexalin’s proxy statements .
Board Governance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board composition (including Kazden) | Board included Alan Kazden; committees in place: Audit, Compensation, Nominating | Board: Leslie Bernhard, Mark White, David Owens, M.D., Alan Kazden, Ben Hu, M.D. | Same directors as 2024 |
| Audit Committee | Member; Financial Expert designation | Chair: Alan Kazden; all members independent | Member; Chair: Leslie Bernhard; all members independent |
| Compensation Committee | Member (two-person committee with Ben Hu, M.D.) | Member; Chair: Leslie Bernhard | Chair: Alan Kazden (three-person committee) |
| Nominating & Corporate Governance Committee | Member/Anticipated Member | Member; Chair: Leslie Bernhard | Member; Chair: Leslie Bernhard |
| Independence status | Independent director (NASDAQ) | Independent director (NASDAQ) | Independent director (NASDAQ) |
| Attendance & engagement | — | Board held 4 meetings; acted by written consent 9 times; each director attended ≥75% of meetings; Audit met 3x; Compensation 1x; Nominating 0x | Same disclosure refers to 2024 activity |
Fixed Compensation
| Component | Terms | Year(s) | Amount/Detail |
|---|---|---|---|
| Non-employee director retainer | Shares or options equal to $35,000 per annum | Policy disclosed | $35,000 per year |
| Director equity issuance | Shares for 2022 services | 2022 | 5,833 shares to Mr. Kazden |
| Director option grant | Options for 2023–2024 services (subject to shareholder approval of 2023 Plan amendment) | Dec 2023 | 262,500 options to Mr. Kazden |
Performance Compensation
| Metric/Feature | Disclosed? | Notes |
|---|---|---|
| Performance-conditioned metrics (TSR, revenue, EBITDA) tied to director compensation | Not disclosed | Proxies describe fixed annual director awards in shares/options; no performance metrics for non-employee directors |
| Vesting, strike price, expiration for director options | Not disclosed | Grant sizes disclosed; pricing/vesting schedules for directors not specified |
| Clawback provisions for director awards | Not disclosed | No clawback description specific to directors in the cited sections |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Kazden |
| Interlocks/Shared directorships with competitors/suppliers/customers | Not disclosed for Mr. Kazden |
| Related party transactions involving Mr. Kazden | Board affirmatively assessed independence; no transactions exceeding NASDAQ standards for any independent director (including Kazden) |
Expertise & Qualifications
- Audit Committee Financial Expert designation under Item 407(d)(5) of Regulation S-K, reflecting deep finance and accounting oversight capability .
- 30+ years consulting across technology, manufacturing/distribution, real estate, health care, entertainment, and emerging growth sectors; corporate finance perspective valued by the Board .
- Original investor and long-tenured director (since 2019), supporting continuity and institutional knowledge .
Equity Ownership
| Metric | Oct 4, 2023 | Jun 4, 2025 |
|---|---|---|
| Shares beneficially owned | 85,631 | 348,131 |
| Ownership % of outstanding | 1.15% | 1.77% |
| Options included (exercisable/issuable within 60 days) | 0 disclosed in 2023 footnote (director options not included at that date) | 262,500 shares to be issued pursuant to director stock option grants (Board service compensation) |
| Warrants included | 2,500 | 2,500 |
| Ownership structure | All shares and warrants held via Alan and Natalie Kazden Family Trust; Kazden has voting/dispositive control |
No pledging or hedging disclosures specific to Mr. Kazden are noted in the proxies; independence affirmed with no transactions exceeding NASDAQ objective standards .
Governance Assessment
- Committee leadership and financial oversight: Mr. Kazden chaired the Audit Committee in 2024 and chairs the Compensation Committee in 2025, while maintaining Audit Committee membership and financial expert status—supporting board effectiveness in controls and pay governance .
- Independence and attendance: Confirmed NASDAQ independence and at least 75% attendance in 2024; Board and committee activity levels disclosed (Board 4 meetings; Audit 3; Compensation 1; Nominating 0) indicate engagement though limited Compensation/Nominating frequency—typical for smaller issuers but a monitoring point for pay and refreshment oversight .
- Director pay alignment: Non-employee director compensation is fixed at $35,000 per annum in shares/options, with sizable December 2023 option grants (262,500 options for 2023–2024 services) likely reflecting low stock price mechanics; lack of disclosed performance metrics, vesting, or strike price reduces transparency on pay-for-performance alignment for directors .
- Ownership “skin in the game”: Beneficial ownership increased from 85,631 to 348,131 shares (including options and warrants) from 2023 to 2025, held through a family trust with voting/dispositive control—aligns interests, with no pledging flagged .
- Conflicts/related-party exposure: No related-party transactions disclosed for Mr. Kazden; Board’s independence determination found no relationships exceeding NASDAQ standards—a positive signal for investor confidence .
RED FLAGS
- Absence of disclosed performance metrics, vesting schedules, and strike prices for director option awards reduces pay transparency and may weaken pay-for-performance linkage for directors .
- Low committee meeting frequency for Compensation and Nominating in 2024 (1x and 0x, respectively) could be a governance risk if sustained, given oversight responsibilities for executive pay and board refreshment .
Overall Implication: Mr. Kazden’s financial expertise and committee leadership strengthen financial reporting and compensation oversight. Transparency on director equity award mechanics would improve alignment clarity; continued monitoring of Compensation/Nominating committee activity is warranted for governance robustness .