David Owens
About David Owens
David Owens, M.D., age 64, serves as Nexalin’s Chief Medical Officer (since 2017) and a Director (since 2022). He holds a degree in chemistry and physics from Furman University and an M.D. from the Medical University of South Carolina; he completed a residency and fellowship at Emory University Hospital in Neuroradiology and Interventional Neuroradiology . Owens’ compensation emphasizes equity-based incentives tied to performance milestones, with documented vesting dates; specific TSR or revenue/EBITDA performance targets used to determine his awards are not disclosed in the filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Empiric Systems, LLC | Executive in medical software (radiology information systems, PACS) | Not disclosed | Software and imaging systems expertise relevant to device development |
| Various medical/software ventures | Executive/entrepreneur | Not disclosed | Clinical and software venture experience contributing to product and trials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed beyond Nexalin |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Board Fee and Consulting ($) | Bonus ($) |
|---|---|---|---|---|
| 2023 | — | — | 42,800 | — |
| 2024 | — | 15,600 (vehicle allowance) | 196,088 | — |
Notes: Owens’ 2024 “Other Compensation” reflects a $1,300/month automobile allowance under his services agreement; his compensation otherwise is primarily equity-based options; the proxy does not show a cash salary or cash bonus for Owens in 2023–2024 .
Performance Compensation
| Award Type | Grant Size (shares) | Exercise Price ($) | Metric (as disclosed) | Vesting Schedule | Status |
|---|---|---|---|---|---|
| Sign-on/Retention Options (services agreement, 7/1/2023) | 654,362 | 0.894 | Time- and performance-based | As per agreement terms; portion contingent on plan share capacity approvals | Granted |
| Performance Options – Year 1 (FY2023) | 271,454 | 0.894 | Performance milestones (unspecified) | Vesting date July 1, 2024 | Vested 7/1/2024 |
| Performance Options – Year 2 (FY2024) | 271,454 | 0.894 | Performance milestones (unspecified) | Vesting date July 1, 2025 | Vested 7/1/2025 |
| Additional Option Award | 125,000 | 2.95 | Not specified | Vested upon grant | Vested |
The filings confirm milestones were “met” for 2023 and 2024 with specified vest dates; they do not disclose the exact performance metrics (e.g., revenue, EBITDA, TSR) or weightings used by the Compensation Committee .
Equity Ownership & Alignment
| Record Date | Beneficial Ownership (shares) | % of Outstanding | Breakdown / Footnotes |
|---|---|---|---|
| Jan 17, 2024 | 283,495 | 3.47% | Includes 139,821 shares to be issued pursuant to options and 2,500 warrants |
| Jul 17, 2024 | 507,235 | 4.26% | Includes 357,942 shares to be issued pursuant to options and 2,500 warrants |
| Jun 4, 2025 | 1,115,356 | 5.68% | Includes 963,563 shares to be issued pursuant to option grants under services agreement and Board compensation, plus 2,500 warrants |
- Stock ownership guidelines and pledging/hedging policies were not disclosed for Owens; no pledging was noted in the proxies. Section 16 compliance shows Owens filed a Form 5 on Jan 29, 2025 to correct late reporting of 1,000 shares and 262,500 options (administrative oversight) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Services Agreement (independent contractor) to serve as Chief Medical Officer |
| Effective Date & Term | July 1, 2023; three-year term to July 1, 2026; auto-renew for one additional year unless either party opts out prior to termination date |
| Compensation Structure | Equity-based nonqualified stock options with time/performance vesting; $1,300/month automobile allowance; no cash base salary disclosed in proxies |
| Termination – Cause/Good Reason | Agreement includes “Cause” and “Good Reason” definitions (e.g., material breach, misconduct; reassignment/reduction in compensation); purchaser obligation to assume agreement in M&A is specified; severance multiples not disclosed |
| Restrictive Covenants | Nondisclosure and noncompetition provisions; company entitled to equitable and injunctive relief for breach |
| Change-of-Control | Requires purchaser(s) of substantially all assets to agree to perform the agreement; no single/double-trigger or multiple-of-pay severance terms disclosed |
| Clawback/Tax Gross-ups | Not disclosed in filings reviewed |
Board Governance
- Role and Tenure: Director since 2022; term ending at 2025 Annual Meeting; age 64 .
- Committee Memberships: Owens is not listed as a member of the Audit, Compensation, or Nominating Committees; those committees are composed of independent directors (Bernhard, Kazden, Hu) .
- Independence: Board determined independent directors are Bernhard, Kazden, and Hu; Owens (an executive officer) is not independent under Nasdaq rules .
- Attendance: In 2024, the Board held four meetings; each director attended at least 75% of Board meetings .
- Dual-role implications: Owens concurrently serves as CMO and Director; he is not on key committees, which mitigates independence concerns, but his Board service plus executive role means he is not an “independent” director under Nasdaq, concentrating influence among management-aligned board members .
Director Compensation
| Item | Detail |
|---|---|
| Annual Director Compensation | Non-employee directors receive shares or options valued at $35,000 per annum |
| Owens’ Director Awards | Awarded options to purchase 262,500 shares for 2023–2024 Board services (granted Dec 2023); late Section 16 reporting corrected via Form 5 on Jan 29, 2025 |
Compensation Structure Analysis
- Increased equity emphasis: Owens’ compensation is predominantly performance- and service-based options with specified vesting dates, indicating strong alignment with multi-year objectives; no cash base salary or cash bonus disclosed for Owens in 2023–2024 proxies .
- Plan capacity expansion and contingent vesting: Company increased the 2023 Equity Incentive Plan share pool (from 1.5M to 6.0M in 2024; proposed to 9.0M in 2025), with portions of executive options’ future vesting contingent on shareholder approvals—this can elevate dilution risk and affect timing of insider sales post-vesting .
- No disclosed clawback, tax gross-up, or severance multiples: Absence of explicit clawback/tax gross-up/change-of-control multiple terms reduces shareholder-friendly protections and transparency on downside scenarios .
Risk Indicators & Red Flags
- Late Section 16 filings: Owens filed late for 1,000 shares and 262,500 options (Form 5 on Jan 29, 2025), indicating administrative control weaknesses in insider reporting .
- Equity plan expansion: Successive increases in equity plan capacity (1.5M→6.0M approved; 9.0M proposed) can drive dilution and amplify insider selling pressure as options vest .
- Related-party dynamics: The U.S. Asian consulting agreement involves the Controller (Marilyn Elson) as a member; while disclosed and amended, such relationships warrant monitoring for governance quality .
Performance Compensation Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Performance milestones (unspecified by company) | Not disclosed | Not disclosed | Met for FY2023 and FY2024 | Options: 271,454 (FY2023); 271,454 (FY2024) | 7/1/2024; 7/1/2025 |
The Compensation Committee confirms milestones were met and awards vested on schedule; however, the company does not disclose the specific financial/operational metrics or their weightings (e.g., revenue growth, EBITDA, TSR) used to determine payouts .
Investment Implications
- Alignment and retention: Owens’ multi-year option grants with specified vest dates (July 1, 2024 and July 1, 2025) create near-term insider selling windows; monitoring Form 4s around these dates is prudent for trading impact analysis .
- Governance and independence: Dual-role (CMO + Director) without committee membership balances insight into operations with limited formal influence over compensation/audit decisions; independence is preserved at the committee level, which partially mitigates governance risk .
- Dilution vs incentives: Expanding the equity plan enhances talent retention and pay-for-performance alignment, but increases dilution risk; coupling award cadence with capital raising cycles can intensify stock overhang and pressure .
- Disclosure gaps: Lack of explicit performance metric detail, clawback provisions, and change-of-control economics limits transparency and hinders rigorous pay-for-performance backtesting; investors should engage management for metric frameworks and insider selling policies .