Leslie Bernhard
About Leslie Bernhard
Leslie Bernhard (age 81) serves as Chairman of the Board at Nexalin Technology, Inc. and joined the Board in November 2023. She founded AdStar, Inc. and previously served as its president, chief executive officer and executive director; she holds a B.S. in Education from St. John’s University. Her public company board experience includes Milestone Scientific, Inc. (chair, interim CEO), Sachem Capital Corp., Universal Power Group, Inc., and SharpLink Gaming, Inc. (audit committee chair) . She is classified by Nexalin as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdStar, Inc. | Founder; President, CEO, Executive Director | Not disclosed | Entrepreneurial operating leadership |
| Nexalin Technology, Inc. | Chairman of the Board | Since Nov 2023 | Board leadership; committee chair roles (see below) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milestone Scientific, Inc. | Chair; Interim CEO | Not disclosed | Board leadership; interim executive oversight |
| Sachem Capital Corp. | Director | Not disclosed | Real estate investment trust governance |
| Universal Power Group, Inc. | Director | Not disclosed | Industrial/power solutions oversight |
| SharpLink Gaming, Inc. | Director; Audit Committee Chair | Not disclosed | Financial oversight; audit chair responsibilities |
Board Governance
- Current Board: Leslie Bernhard (Chairman), Mark White (CEO/CFO), David Owens, M.D., Alan Kazden, Ben Hu, M.D. .
- Committee memberships and chair roles:
- 2025: Audit (Bernhard Chair; members Bernhard, Kazden, Hu), Compensation (Kazden Chair; members Bernhard, Kazden, Hu), Nominating (Bernhard Chair; members Bernhard, Kazden, Hu) .
- 2024: Audit (Kazden Chair; members Kazden, Bernhard, Hu), Compensation (Bernhard Chair; members Bernhard, Kazden, Hu), Nominating (Bernhard Chair; members Bernhard, Kazden, Hu) .
- Independence: Board determined Bernhard is independent under Nasdaq listing standards (no relationships interfering with independent judgment) .
- Attendance and engagement:
- 2024: Board met 4 times; each director attended at least 75%; Audit met 3 times; Compensation met 1 time; Nominating did not meet .
- 2023: Board met 3 times; each director attended at least 75%; Audit met 3 times; other committees did not meet .
- Board leadership structure: Chairman role separated from CEO/CFO to enhance governance and accountability .
Fixed Compensation
| Item | Disclosure (as of Jul 29, 2024) | Disclosure (as of Jun 17, 2025) |
|---|---|---|
| Director compensation policy (non-employee) | $35,000 per annum in shares or options | $35,000 per annum in shares or options |
| Cash paid to Bernhard (for 2023–2024 services) | $17,500 | $25,500 |
Notes:
- Policy intended to attract/retain directors and align interests with stockholders .
- Company does not currently engage compensation consultants for executive/director pay .
Performance Compensation
| Metric/Grant Detail | Disclosure (as of Jul 29, 2024) | Disclosure (as of Jun 17, 2025) |
|---|---|---|
| Equity grants to Bernhard (for 2023–2024 services) | 19,935 shares | 49,838 shares |
| Equity type | Common stock (shares); options not disclosed for Bernhard | Common stock (shares); options not disclosed for Bernhard |
| Vesting schedule | Not disclosed | Not disclosed |
| Performance metrics tied to director equity | None disclosed |
Additional context (other directors for scale):
- Owens and Kazden awarded options to purchase 262,500 shares for 2023–2024; Hu awarded 175,000 shares .
Other Directorships & Interlocks
| External Company | Relationship to NXL Ecosystem | Potential Interlock/Conflict |
|---|---|---|
| Milestone Scientific, Sachem Capital, Universal Power Group, SharpLink Gaming | No disclosed customer/supplier relationships to NXL in proxy | No related-party transactions reported involving Bernhard; Board affirmed independence |
Expertise & Qualifications
- Audit and governance leadership: Chair of NXL Audit (2025) and Nominating; prior Chair of NXL Compensation (2024); Audit Chair at SharpLink Gaming .
- Entrepreneurial and operating experience as founder/CEO of AdStar .
- Public company leadership breadth (chair and interim CEO roles) .
- Education: B.S. in Education, St. John’s University .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jun 4, 2025 | 49,838 | 0.25% | Based on 17,177,929 shares; standard SEC beneficial ownership methodology |
| Jul 17, 2024 | — | — | No beneficial ownership listed at that date for Bernhard |
- Pledging/hedging: No pledging/hedging disclosures for Bernhard; independence review found no relationships interfering with judgment .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy statements reviewed .
Governance Assessment
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Key strengths:
- Independent Chairman with broad public company board experience; chairs Audit and Nominating in 2025, indicating strong governance oversight .
- Separation of Chair and CEO roles supports checks and balances .
- Independence affirmed across 2023–2025 proxies; no related-party ties involving Bernhard .
-
Watch items / potential signals:
- Committee workload: Nominating did not meet in 2024; Compensation met only once, which may indicate limited formal cadence in a year of equity plan amendments .
- Chair role transitions: Compensation Chair shifted from Bernhard (2024) to Kazden (2025); Audit Chair shifted from Kazden (2024) to Bernhard (2025), reflecting reallocation of governance responsibilities year-over-year .
- Company-related party exposures (not tied to Bernhard): consulting agreement with U.S. Asian (Controller is a member), and office sublease with CEO-controlled entity; these merit ongoing monitoring for governance optics but do not involve Bernhard directly .
-
Director compensation alignment:
- Modest non-employee director pay ($35k/year in equity/option form) with actual share awards to Bernhard, increasing from 19,935 (2024 disclosure) to 49,838 (2025 disclosure), supports equity alignment; lack of disclosed vesting/performance conditions suggests time-based alignment rather than performance-based .
-
Attendance and engagement:
- Each director attended ≥75% of meetings; Bernhard’s signing of proxy and chair roles indicates engagement; committee meeting frequency should be observed for sustained cadence .
RED FLAGS
- Related-party transactions exist at the company level (U.S. Asian consulting; sublease with CEO-controlled entity) though not linked to Bernhard; continued oversight by independent committees is essential .
- Nominating Committee did not meet in 2024; limited Compensation Committee meetings that year could be perceived as low committee activity in a period with equity plan changes .
Additional Notes
- Section 16 compliance: No delinquent ownership reports identified for Bernhard; 2024/2025 proxies list delinquencies for other insiders only .
- Say-on-Pay and shareholder proposals: Proxies list director elections, equity plan amendments, and auditor ratification; no say-on-pay results disclosed in reviewed documents .