Ben Hu
About Ben Hu
Ben V. Hu, M.D. is a founding investor and stockholder of Nexalin Technology and currently practices ophthalmology in Ohio; he has advised Nexalin since 2018 on market development and clinical trial structures for global commercialization. He holds a Chemical Engineering degree from MIT and earned his M.D. from Case Western Reserve University (1983); age 67 as of the 2025 proxy, serving as a director since 2022 with the current term ending in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexalin Technology, Inc. | Advisor to executive team on market development strategies and clinical trial structures | Since 2018 | Support for marketing and distribution at a global level |
| Ophthalmology private practice (Ohio) | Physician | Current | Medical/scientific domain expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Med-logics Inc. | Advisor; Member of the Board of Directors | Current (as disclosed) | Company develops surgical technology for cataract surgery; role not tied to NXL committees |
Board Governance
- Independence: The Board determined Ben Hu, M.D. is independent under NASDAQ rules; no transactions or relationships were found that would impair independent judgment .
- Committee memberships and chairs (current):
- Audit Committee: Member; Chair — Leslie Bernhard; all members independent .
- Compensation Committee: Member; Chair — Alan Kazden .
- Nominating and Corporate Governance Committee: Member; Chair — Leslie Bernhard .
- Meeting activity and attendance:
- 2024 Board: 4 meetings; written consents: 9; each director attended at least 75% of Board meetings .
- 2024 Audit Committee: 3 meetings; Compensation Committee: 1 meeting; Nominating Committee: 0 meetings .
- 2023 committees were active (Audit Committee filed its report; see submitted members including Ben Hu) ; in 2022, committees did not meet .
| Governance Element | 2023 | 2024 |
|---|---|---|
| Audit Committee membership | Alan Kazden (Chair); Leslie Bernhard; Ben Hu (2024) | Leslie Bernhard (Chair); Alan Kazden; Ben Hu |
| Compensation Committee membership | Leslie Bernhard (Chair); Alan Kazden; Ben Hu (2024) | Alan Kazden (Chair); Leslie Bernhard; Ben Hu |
| Nominating Committee membership | Leslie Bernhard (Chair); Alan Kazden; Ben Hu (2024) | Leslie Bernhard (Chair); Alan Kazden; Ben Hu |
| Board meetings (count) | — | 4 |
| Audit/Comp/Nominating meetings (count) | Audit report submitted (active) | Audit 3; Comp 1; Nom 0 |
| Independence status | Independent (Ben Hu) | Independent (Ben Hu) |
Fixed Compensation
| Component | Detail |
|---|---|
| Annual non-employee director compensation | Each non-employee director is entitled to shares or options equal to $35,000 per annum |
| Ben Hu specific awards | Awarded 175,000 shares of Company stock in December 2023 for 2023 and 2024 services |
Performance Compensation
| Metric/Condition | Disclosure |
|---|---|
| Performance metrics tied to director equity (e.g., TSR, EBITDA) | Not disclosed in the Non-Employee Director Compensation section; director awards described as shares/options equal to annual amount without stated performance conditions |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Med-logics Inc. | Not specified | Advisor; Director | Monitor for related-party exposure if Nexalin transacts with Med-logics; none disclosed in proxy |
Expertise & Qualifications
- Medical/scientific background with ophthalmology practice and advisory experience on clinical trial design and global market development .
- Education: Chemical Engineering (MIT) and M.D. (Case Western Reserve University, 1983) .
- Founding investor perspective adds product and commercialization insight aligned with Nexalin’s neuromodulation device strategy .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| January 17, 2024 | 165,636 | 2.03% | Includes 161,470 shares held by Dr. Hu; 3,582 jointly with spouse; 584 jointly with son |
| June 4, 2025 | 340,636 | 1.73% | Includes 336,470 shares held by Dr. Hu; 3,582 jointly with spouse; 584 jointly with son |
Governance Assessment
- Strengths:
- Independent director with medical and scientific credentials; member of all three standing committees (Audit, Compensation, Nominating), supporting board effectiveness in controls, pay, and director selection .
- Material “skin-in-the-game” via direct share ownership and director equity awards; beneficial ownership rose from 165,636 (2.03%) to 340,636 (1.73%) over 2024–2025, indicating increased alignment despite dilution effects on percentage .
- Watch items:
- Nominating Committee did not meet in 2024, which may signal limited formal activity on board refreshment or governance processes during the year; continued monitoring recommended — RED FLAG .
- As a founding investor, independence is affirmed by the Board (NASDAQ standards met), but investors should monitor for any future related-party transactions; none were identified that exceed objective standards — alignment positive, conflict risk currently low .
- Committee workload and oversight cadence:
- Audit met 3 times; Compensation met once in 2024. Given company stage, cadence may be adequate, but low Compensation meeting frequency warrants attention for pay oversight robustness .
Footnotes and citations: All facts are sourced from Nexalin Technology, Inc. DEF 14A proxies and related sections as cited: .