Justin Van Fleet
About Justin Van Fleet
Justin Van Fleet, CPA, was appointed Chief Financial Officer of Nexalin Technology, Inc. effective August 1, 2025, following more than two decades in public accounting, most recently as a Partner at Marcum LLP (formerly Friedman LLP) . His employment agreement dated July 17, 2025 sets a $250,000 base salary with upfront equity and short-interval vesting to drive early alignment and retention . Education and credentials: B.S. in Accounting (SUNY New Paltz), licensed CPA in NY and NJ, active member of AICPA/NYSSCPA/NJCPA, and Treasurer/Asset Development Committee Member of the Community Foundation of South Jersey . Early tenure context: Nexalin reported negative EBITDA and net losses in Q3 2025, and disclosed disclosure controls were “not effective” at Sept. 30, 2025, elevating execution risk and underscoring the CFO’s internal-controls mandate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marcum LLP (formerly Friedman LLP) | Partner, Assurance | Not disclosed | Led assurance practice; advised public/private clients on IPOs, M&A, complex transactions; built robust financial systems and compliance frameworks |
| Various sectors (technology, life sciences, manufacturing, distribution) | Assurance/Advisory Leader | 20+ years | Guided audit committees and boards; drove transparency and operational excellence across industries |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Foundation of South Jersey | Treasurer; Asset Development Committee Member | Not disclosed | Financial stewardship and community asset development |
| AICPA, NYSSCPA, NJCPA | Professional membership | Ongoing | Standards adherence, continuing professional development |
Fixed Compensation
| Element | Amount | Timing/Terms | Source |
|---|---|---|---|
| Base Salary | $250,000 per annum | Cash; paid monthly (or more frequent) | |
| Signing/Retention Bonus Opportunity | $20,000 | If employed through end of 2025 (discretionary) | |
| Retention Bonus Opportunity | $20,000 | If employed through end of Employment Term (one year) (discretionary) | |
| Discretionary Cash Bonus Eligibility | Not specified | Eligible for certain discretionary bonuses |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Service-based retention | N/A | Continuous employment through 12/31/2025 | Not disclosed | $20,000 (discretionary) | Paid upon satisfying employment condition |
| Service-based retention | N/A | Continuous employment through end of 1-year term | Not disclosed | $20,000 (discretionary) | Paid upon satisfying employment condition |
| Discretionary performance bonus | N/A | Not disclosed | Not disclosed | Not disclosed | At Board/Committee discretion |
No explicit revenue/EBITDA/TSR targets are disclosed for Van Fleet’s incentive plan; awards are primarily service/retention-based with discretionary components .
Equity Ownership & Alignment
| Item | Quantity | Status | Key Terms | Source |
|---|---|---|---|---|
| Restricted Stock (unregistered) | 25,000 shares | Granted at start | Subject to 2023 Equity Incentive Plan terms | |
| Stock Options | 130,435 shares | Granted at start | Half vests at 6 months; half at 12 months after 8/1/2025; Plan terms apply | |
| Option Strike Price | Not disclosed | — | Aggregate option grant value $150,000 at approval date | |
| Ownership as % of shares outstanding | ~0.13% | Based on 25,000 direct shares vs 18,651,939 shares outstanding as of 11/13/2025 | Alignment via upfront equity; excludes options until exercisable | |
| Section 16 Initial Filing | Form 3 filed 8/7/2025 | On appointment | Initial statement of beneficial ownership | |
| Section 16 Form 4 Activity (since appointment) | None found for Van Fleet | Through 11/19/2025 | Company Section 16 page lists Form 3; no Form 4 by Van Fleet |
Vesting Schedule Details
| Award | Tranche | Vesting Trigger | Date Basis | Source |
|---|---|---|---|---|
| Options (130,435) | 50% | 6-month anniversary of 8/1/2025 | Anniversary-based (approx. early Feb 2026) | |
| Options (130,435) | 50% | 1-year anniversary of 8/1/2025 | Anniversary-based (Aug 1, 2026) |
Pledging/hedging and stock ownership guideline compliance are not disclosed in filings reviewed .
Employment Terms
| Term | Provision | Economics | Source |
|---|---|---|---|
| Agreement Term | 1 year | 8/1/2025–7/31/2026 | |
| Termination for Cause | Defined (criminal violations, material breach, misconduct with cure period for breach/misconduct) | Company may terminate; no severance under Cause | |
| Good Reason | Defined (material duty change or compensation reduction) | Executive may terminate for Good Reason | |
| Severance (No Cause or Good Reason) | Liquidated damages | Base salary remaining for the balance of the 1-year term (Section 13(c)) | |
| Change-in-Control | Not specified | — | |
| Non-Compete | 2 years post-employment | Prohibits competitive engagement; 25% passive ownership carve-out for public companies | |
| Non-Solicit | 2 years post-employment | Employees and clients | |
| Confidentiality & IP | Strict confidentiality; work product ownership/work for hire; assignment of IP | Enforcement via equitable relief | |
| 409A/162(m) | Specified employee/deferral mechanics; deductibility timing | Payment timing safeguards | |
| Benefits | Vacation, holidays, medical/dental/LTD eligibility | Standard executive benefits |
Company Operating Performance During Van Fleet’s Early Tenure
| 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)* | $(2,340,158)* |
| Net Income - (IS) ($USD) | $(2,833,275)* | $(1,988,337)* | $(1,580,987)* | $(2,276,311)* |
| Cash from Operations ($USD) | $(1,134,476)* | $(1,426,214) | $(917,165)* | $(1,466,257)* |
Values with asterisks are retrieved from S&P Global.
Additional context: The 10-K/A includes a going concern explanatory paragraph, highlighting the need to raise funds and ongoing losses, which heightens execution risk during the CFO’s initial year .
Investment Implications
- Near-term insider supply: Options vest at 6 and 12 months from 8/1/2025; while no Form 4 trades by Van Fleet are observed to date, the vesting cadence may create point-in-time selling pressure events depending on trading plans and liquidity needs .
- Pay-for-performance alignment: Compensation is modest base with service-based retention bonuses and upfront equity; no disclosed hard financial metrics (revenue/EBITDA/TSR) tied to Van Fleet’s incentives, suggesting alignment through tenure and equity rather than formulaic KPIs .
- Retention and separation economics: Non-compete/non-solicit for two years materially reduce competitive departure risk; severance equals remaining base salary for the term if terminated without cause or for Good Reason—limited cushion reduces long-tail separation cost to shareholders .
- Controls and going-concern risks: Management reported disclosure controls “not effective” at Q3 2025 and auditor highlighted going-concern uncertainty; the CFO role is pivotal to strengthen controls, financing execution, and discipline given negative EBITDA and cash burn .
- Dilution/plan capacity: The 2023 Equity Incentive Plan was expanded to 6,000,000 and later 9,000,000 shares to reserve capacity for awards; equity-heavy compensation and consultant grants increase dilution risk and require ongoing monitoring of insider issuance and vesting events .
Monitoring Recommendations: Track Section 16 updates (Forms 3/4/5), vesting dates, any 10b5-1 plans, and quarterly disclosures for changes to bonus structures or additional equity inducements; assess progress on internal controls remediation and financing runway .