Carolyn Shelton
About Carolyn Shelton
Carolyn Shelton, age 63, is Senior Vice President of Quality, Regulatory and Clinical Affairs at Nexalin Technology, joining in September 2024; prior senior roles include vice president positions in regulatory/quality/clinical at Openwater Health, Advanced Sterilization Products, and Medtronic . Her compensation is structured with a $300,000 base salary and up to $40,000 annual bonus opportunity, plus performance-based stock options awarded over three years, subject to vesting and continued employment; in 2024 (partial year), she earned $93,500 salary, a $20,000 bonus (payable in 2025), and $174,534 in grant-date fair value of stock/option awards . The company’s compensation program emphasizes growth of strategic business relationships and financial performance and explicitly de-emphasizes stock price as a factor in annual compensation decisions . During her tenure, Nexalin’s quarterly revenues remained modest while losses persisted; selected company performance is shown below.
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $27,179* | $41,015 | $70,588 | $18,149 |
| EBITDA ($USD) | -$2,870,955* | -$2,006,439* | -$1,615,732* | -$2,340,158* |
Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Openwater Health, LLC | Vice President, Regulatory, Quality and Clinical | Not disclosed | Leadership across regulatory/quality/clinical functions |
| Advanced Sterilization Products, Inc. | Vice President, Worldwide Regulatory, Quality, Medical Affairs, and Product Steward | Not disclosed | Global regulatory, quality, medical affairs leadership |
| Medtronic | Vice President, Regulatory, Quality, Medical Affairs, and Clinical | Not disclosed | Regulatory, quality, medical affairs and clinical leadership |
External Roles
No external board or public company directorships disclosed for Ms. Shelton .
Fixed Compensation
| Component | 2024 (Actual) | Contract Terms |
|---|---|---|
| Base Salary ($) | $93,500 (partial year 9/16–12/31/2024) | $300,000 per annum |
| Target Bonus | Up to $40,000 per annum | Up to $40,000 per annum |
| Bonus Paid ($) | $20,000 earned for 2024; payable in 2025 | Determined by Compensation Committee |
| Stock/Option Awards ($, grant-date fair value) | $174,534 (2024) | Performance-based options may be awarded over three years, subject to vesting and continued employment |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Performance-based Stock Options | “Performance criteria set by the Compensation Committee”; stock price not a factor in annual compensation | Not disclosed | Not disclosed | $174,534 grant-date fair value awarded in 2024 | May be awarded over three years; vesting and continued employment required |
The proxy does not disclose specific financial/operational metric targets (e.g., revenue, EBITDA, TSR) or weightings for Ms. Shelton’s awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 30,000 shares (0.15% of outstanding as of record date 6/4/2025) |
| Options/Derivatives | Ms. Shelton filed a Form 5 in Feb. 2025 after failing to report acquisitions of 24,000 shares and 90,620 stock options; the Form 5 was filed on February 10, 2025 |
| Vested vs Unvested | Not disclosed for Ms. Shelton |
| Shares Pledged as Collateral | None disclosed |
| Stock Ownership Guidelines | Not disclosed |
| Compliance Status | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Role & Start | Senior VP, Quality/Regulatory/Clinical; employment commenced September 16, 2024 |
| Contract Type | Letter agreement (September 2024) |
| Base Salary | $300,000 per annum |
| Annual Bonus | Up to $40,000 per annum, per Compensation Committee criteria |
| Equity | Performance-based options under the 2023 Equity Incentive Plan; may be awarded over three years, subject to vesting and continued employment |
| Severance | Not disclosed |
| Change-of-Control | Not disclosed (no single/double-trigger terms identified) |
| Clawbacks | Not disclosed |
| Non-compete/Non-solicit | Not disclosed for Ms. Shelton; the Company’s 8-K shows non-compete terms exist for other executives but provides no Shelton-specific terms |
| Other Perquisites | Not disclosed for Ms. Shelton |
Compensation Committee and Governance Notes
- Compensation Committee members: Leslie Bernhard (Chair), Alan Kazden, Ben V. Hu, M.D.; the committee administers equity awards and executive compensation; the Company does not currently engage external compensation consultants .
- Stock price performance is “not a factor” in determining annual compensation; program focuses on teamwork, strategic relationship growth, and financial performance; no exact cash/equity allocation formula specified .
Performance & Track Record Context
- Company-level metrics during Shelton’s tenure highlight limited revenue and ongoing losses; see table above. The compensation framework’s emphasis on strategic/financial progress rather than stock price suggests payouts depend on committee-determined achievements rather than TSR .
Investment Implications
- Pay-for-performance transparency: absence of disclosed, quantifiable metrics/weightings for Ms. Shelton’s performance options reduces visibility into alignment and payout sensitivity; investors should monitor future proxy detail for metric definitions .
- Retention and selling pressure: three-year performance-based option award structure indicates ongoing vesting/retention hooks; near-term insider selling pressure appears limited by design, but actual vesting schedules and exercisability are not disclosed .
- Ownership alignment: direct common ownership is small (0.15%), supplemented by options (90,620 reported via Form 5); no pledging disclosed—alignment is present but modest in absolute share terms .
- Contract economics: no severance or change-of-control terms disclosed for Ms. Shelton, creating uncertainty around potential exit costs/accelerated vesting in corporate events .
- Plan dilution backdrop: the company’s equity plan has been expanded and actively used; while not Shelton-specific, share reserve increases can dilute existing holders and affect award value realization across executives .
All document-specific facts cited from the company’s DEF 14A and 8-K filings as noted.