Mark White
About Mark White
Mark White, age 64, serves as President, Chief Executive Officer, Chief Financial Officer, and Director of NXL. He has been with the company since 2012 (independent consultant 2012–2018) and has served as President and CEO since 2018; he has been a director since 2022 and currently also holds the CFO role . He attended the University of Houston and has 25+ years in medical device development, clinical operations, and business development . Under his leadership, NXL’s FY2024 revenue grew 52% year over year to $168,721 (from $110,748), though net losses increased; nine-month 2025 revenue declined ~8% year over year, reflecting variability in device and licensing sales mix .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nexalin Technology | Independent Consultant | 2012–2018 | Early operational involvement; informed product and clinical strategy |
| Nexalin Technology | President & Chief Executive Officer | 2018–present | Led regulatory, commercialization, capital markets and organizational build |
| Nexalin Technology | Chief Financial Officer | 2023–present | Consolidated finance leadership following prior CFO’s resignation; current title includes CFO |
| Private clinics/addiction centers | Owner/Operator | Pre-2012 | Direct exposure to patient outcomes with the technology; pipeline/user insights |
External Roles
No public-company external directorships or committee roles for Mark White are disclosed in the company’s proxy statement biography section .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 272,500 | 318,000 |
| Target/bonus framework | Eligible; performance criteria set by Compensation Committee (no formula disclosed) | Eligible; performance criteria set by Compensation Committee (no formula disclosed) |
| Actual annual bonus ($) | 170,000 | 220,000 (awarded per employment agreement; payable in 2025) |
| Perquisites | — | $1,500/month automobile allowance |
Notes:
- Employment agreement (July 2023) sets base salary at $300,000; subsequent 2024 proxy shows actual salary paid of $318,000, reflecting timing/adjustments .
- Company states stock price performance was not a compensation factor and no fixed formula is used for cash/equity mix .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/other terms |
|---|---|---|---|---|---|
| Annual bonus | Committee-set performance criteria (teamwork, strategic relationships, financial performance) | Not disclosed | Not disclosed | $170,000 (2023); $220,000 (2024; to be paid 2025) | Cash; timing per agreement |
| Stock options (2023–2024) | Combination of sign-on and performance-based options (year-two performance-based options earned in 2024) | Not disclosed | Not disclosed | Grant-date fair value: $237,315 (2023); $490,470 (2024) | Under 2023 Plan; performance-based components; detailed strike/vesting dates not disclosed |
Program design observations:
- Compensation Committee does not employ an external compensation consultant; determines metrics qualitatively (e.g., strategic relationships, financial performance) and explicitly does not tie pay to stock price performance .
- The 2023 Equity Incentive Plan supports non-qualified and incentive options and restricted stock; share reserve increased (stockholder approval sought in 2025 to raise from 6.0M to 9.0M) to satisfy employment contract awards and additional grants (potential shareholder dilution) .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 1,407,952 |
| Ownership as % of outstanding | 7.17% |
| Components disclosed | Includes 1,073,825 shares issuable under stock option grants per employment agreement and 25,000 warrants |
| Vested vs unvested | Not fully itemized; performance-based options referenced; detailed outstanding awards table not disclosed |
| Pledging/Hedging | No specific pledging/hedging policy disclosure found for executives in the proxy; Code of Ethics referenced |
| Stock ownership guidelines | Not disclosed |
Insider selling pressure considerations:
- Officers and directors agreed to offering lock-ups around the May 2025 public offering, with allowance for establishing 10b5-1 plans that do not result in sales during the lock-up; this suggests near-term sale restrictions around offerings rather than ongoing selling programs .
- Company-level ATM program expanded in Oct 2025 (from $3.1M to up to $10.0M), a corporate financing action that increases supply but is not insider selling; it may influence trading dynamics and option exercise decisions indirectly .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Employment agreement as CEO in July 2023 |
| Base salary | $300,000 per agreement; 2024 SCT shows $318,000 paid |
| Bonus | Annual bonus opportunity based on Compensation Committee criteria (no fixed formula disclosed) |
| Equity | Eligible for stock option grants under 2023 Plan; performance-based components noted |
| Perquisites | $1,500/month automobile allowance |
| Term/renewal | Not disclosed |
| Severance | Not disclosed (no multiples or terms provided) |
| Change-in-control | Not disclosed (no single/double-trigger detail provided) |
| Clawback | Not disclosed in proxy summary; no policy detail cited |
| Non-compete / non-solicit | Not disclosed |
Board Governance
- Role: Director since 2022; current titles include President, CEO, and CFO; Board has an independent Chair (Leslie Bernhard), separating Chair and CEO roles to strengthen checks and balances .
- Committees: Audit, Compensation, and Nominating/Corporate Governance are fully composed of independent directors (Bernhard, Kazden, Hu). Mark White does not serve on these committees; Alan Kazden is Audit Committee Financial Expert; Chairs: Audit (Bernhard), Compensation (Kazden), Nominating (Bernhard) .
- Independence: Board deems three directors independent under NASDAQ standards; employee-directors (including Mark White) are non-independent .
- Attendance: In 2024, Board met 4 times (plus 9 written consents); Audit met 3 times; Compensation met once; Nominating did not meet. Each director attended at least 75% of meetings .
Dual-role implications:
- Mark simultaneously serves as CEO and CFO, concentrating executive authority but mitigated by an independent Chair and independent committee structure. Investors often monitor such dual roles for oversight robustness and disclosure quality .
Performance & Track Record
- FY2024 revenue increased 52% year over year to $168,721; operating losses widened as SG&A and stock compensation rose with scaling and consultant stock awards following equity plan amendments .
- 9M25 revenue declined ~8% year over year to ~$130,000 due to lower device and licensing revenue; mix shifts affected margins; net loss widened year over year .
- The company emphasized qualitative metrics (strategic relationships, financial performance) rather than stock price in executive pay, signaling a focus on operating milestones during commercialization and regulatory progress .
Related Party Transactions and Red Flags
- Office subleases are through IIcom Strategic Inc., an entity controlled by the CEO; the company pays rent directly to the third-party landlord, with no additional payments to the CEO or his entity; lease costs were $54,000 in both 2024 and 2023. While structured to avoid direct payments to the CEO-controlled entity, this remains a related-party arrangement that merits monitoring .
- U.S. Asian Consulting Group agreement (controller as member) expanded in July 2024: fees increased to $16,667/month plus stock grants; $160,002 consulting and $196,000 stock compensation in 2024 (vs. $120,000 consulting, $0 stock in 2023) .
- Financing/dilution risk: Expanded ATM program and frequent equity raises can pressure share price and complicate pay-for-performance optics if equity is a major pay component .
Compensation Structure Analysis
- Mix shift toward equity: Option grant fair value to the CEO increased from $237,315 (2023) to $490,470 (2024), indicating higher equity-at-risk emphasis year over year .
- Discretionary elements: Committee cites no exact formula for allocating cash vs. equity and does not use stock price as a factor; qualitative metrics include strategic relationships and financial performance; absence of disclosed weights/targets reduces transparency of pay-performance alignment .
- No consultant, no peer group disclosed: Company does not engage an independent compensation consultant; peer group and percentile targets are not disclosed, limiting benchmarking clarity .
- Option performance features: Proxy notes performance-based options (e.g., “year two” earned in 2024), but lacks metric definitions, weights, or vesting schedules by tranche, constraining granular analysis of incentive difficulty/calibration .
Say-on-Pay & Shareholder Feedback
- 2025 proxy solicited votes for director elections, an amendment to increase share reserve under the 2023 Equity Incentive Plan, and auditor ratification; no advisory say‑on‑pay vote was presented .
Compensation Committee
- Members: Leslie Bernhard (Chair), Alan Kazden, and Ben V. Hu, M.D.; all independent .
- Practices: Reviews/recommends officer compensation and administers equity plan; no outside compensation consultant retained; qualitative evaluation of contributions and financial performance .
Equity Plan Supply
- 2023 Equity Incentive Plan initially authorized up to 6,000,000 shares; Board sought stockholder approval in 2025 to increase reserve to 9,000,000 to satisfy employment contracts and additional awards; already granted options to purchase 3,011,635 shares (1,988,375 vested) and issued 2,891,367 shares; approved a further 533,952 shares (or options in lieu of cash) subject to plan amendment approval .
Board Service History and Roles
| Attribute | Detail |
|---|---|
| Director since | 2022 |
| Current board role | Management Director (President, CEO, CFO) |
| Committee memberships | None (committees are fully independent) |
| Independence status | Non-independent (employee) |
| Board leadership | Independent Chair (Leslie Bernhard); separate from CEO |
| Attendance | 2024: Board met 4x; each director ≥75% attendance |
Director Compensation
- Non-employee director compensation is disclosed for independent directors; Mark White, as an employee-director, is compensated via executive compensation, not non-employee director fees .
Vesting Schedules and Outstanding Awards
- The proxy references performance-based options and employment-agreement-driven grants but does not disclose detailed grant-by-grant vesting dates, strike prices, or expiration schedules for Mark White; a granular Outstanding Equity Awards table was not provided in the 2025 DEF 14A excerpts reviewed .
Investment Implications
- Alignment: Mark White owns ~7.17% of outstanding shares (including sizable option overhang and warrants), creating meaningful equity alignment; however, limited disclosure on vesting and explicit performance targets complicates pay-for-performance evaluation .
- Governance: CEO/CFO dual role heightens key-person and oversight risk; mitigants include an independent Chair and fully independent audit/comp/nominating committees with defined charters and an identified Audit Committee Financial Expert .
- Dilution/financing overhang: Equity plan expansion and active shelf/ATM financing can pressure valuation and increase supply, potentially influencing incentive realizable value and insider exercise behavior over time .
- Related-party sensitivities: Sublease structure with a CEO-controlled entity and consulting arrangements involving the controller are disclosed; while payments are designed to avoid direct CEO remittances, these items warrant continued monitoring for governance optics and cost discipline .
- Execution risks: Despite FY2024 revenue growth, the business remains at small scale with operating losses; compensation emphasizes qualitative operational milestones; investors should track concrete progress on regulatory, commercialization, and revenue scale-up relative to awarded equity and cash bonuses .