Graydon Bensler
QLGNAbout Graydon Bensler
Graydon Bensler, age 33, has served as an independent director of Qualigen Therapeutics (QLGN) since November 13, 2024. He is a CFA Charterholder with a Bachelor of Management and Organizational Studies (Finance) from the University of Western Ontario, and his background spans financial consulting, investment banking, and public company governance, including prior service as a director of Health Logic Interactive Inc. (TSX-V: CHIP) from 2020–2024 . As of the FY2024 10-K, the Board determined he is independent under Nasdaq rules, and he qualifies as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evans & Evans (Canada) | Senior Associate (valuations, going-public transactions) | 2019–2021 | Led valuations and going public transactions; interfaced with regulators, auditors, boards, and management |
| Investor Relations Firm (Canada) | Account Manager | 2017–2019 | Represented public companies; worked with banks, brokers, executives; guided financings |
| EdTech company (curriculum/scheduling) | Co-Founder | 2017 onward | Implemented in schools in Canada and the U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PMGC Holdings Inc. | Chief Executive Officer, Chief Financial Officer, and Director | CEO since 2020, CFO since 2024 | Holding company focused on acquisitions and asset optimization |
| Health Logic Interactive Inc. (TSX-V: CHIP) | Director | 2020–2024 | Public company directorship (ended in 2024) |
Board Governance
- Independence: Determined independent under Nasdaq and SEC Rule 10A-3; identified as an “audit committee financial expert” .
- Committee assignments and chair roles:
- Audit Committee: Previously served as Chair; on June 20, 2025, Board appointed Robert Lim as Audit Chair; Bensler remained a member .
- As of October 7, 2025: Audit Committee chaired by Jie Sheng; Bensler continues as an Audit Committee member .
- Board size: Six directors as of the FY2024 10-K filing date; Bensler director since Nov 13, 2024 .
- Audit Committee remit includes oversight of auditor engagement, financial reporting, internal control, and related-party transactions .
| Date | Committee Role | Source |
|---|---|---|
| Nov 13, 2024 – Jun 20, 2025 | Audit Committee Chair | |
| Jun 20, 2025 onward | Audit Committee Member (Robert Lim named Chair) | |
| Oct 7, 2025 onward | Audit Committee Member (Jie Sheng named Chair) |
Fixed Compensation
| Component | Terms | Effective Date | Source |
|---|---|---|---|
| Cash retainer | $2,500 per month, paid quarterly in advance; subject to Board adjustment based on financial position or committee service | Nov 13, 2024 | |
| Expense reimbursement | Reasonable business expenses (subject to prior approval) | Nov 13, 2024 | |
| Indemnification & D&O coverage | Standard indemnification agreement; D&O insurance coverage | Nov 13, 2024 | |
| Conflicts undertaking | Agreed not to engage in competitive/conflicting positions during Board term without Company consent | Nov 13, 2024 |
Notes:
- FY2024 director fee table shows no separate 2024 cash or equity entries for Bensler, but confirms he was paid for all compensation earned by year-end .
Performance Compensation
| Element | FY2024 | FY2025 (to date) | Notes/Performance Metrics |
|---|---|---|---|
| Equity awards (RSUs/Options/DSUs) | Eligible under Company policy; no grants disclosed for Bensler in FY2024 | Not disclosed | No director-specific performance metrics (e.g., TSR, EBITDA) disclosed for directors |
| Clawback policy | Formal clawback policy for erroneous incentive-based compensation (executive officers) | Continuing | Company-level policy; director equity performance metrics not specified |
| Hedging policy | Hedging/offsetting transactions prohibited for employees and directors | Continuing | Alignment mechanism; no pledging policy disclosure noted |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Consideration | Source |
|---|---|---|---|
| Faraday Future (FFIE) | Shared ties across QLGN’s Board and auditor; MGO engaged by QLGN, also FF’s auditor | Auditor overlap and multiple FF-linked directors (Jie Sheng, Chad Chen); potential perceived independence risk | |
| PMGC Holdings Inc. | External executive roles (CEO/CFO/Director) | No related-party transactions disclosed with PMGC | |
| Health Logic Interactive Inc. (TSX-V: CHIP) | Prior directorship (ended 2024) | Historical role; no current interlock |
Expertise & Qualifications
- CFA Charterholder; finance specialization from UWO; experience in valuations, public listings, capital markets compliance; prior IR role supporting financings .
- Identified by QLGN as an “audit committee financial expert,” meeting SEC financial literacy standards .
Equity Ownership
| Item | Value | Date/Context | Source |
|---|---|---|---|
| Beneficial ownership (% of common) | Less than 1% | As of Sep 22, 2025 | |
| Shares outstanding baseline | 2,659,133 | As of Sep 22, 2025 |
Note: The proxy’s detailed beneficial ownership table shows <1% for directors, but does not disclose Bensler’s exact share count; no vesting breakdown or pledged shares disclosure found .
Governance Assessment
-
Strengths:
- Independent director with capital markets depth; designated audit committee financial expert—positive for oversight of controls and reporting .
- Served as Audit Chair then continued as member, indicating active committee engagement and continuity .
- Company-level governance tools include anti-hedging and formal clawback policies that support investor alignment and accountability .
-
Risks and RED FLAGS:
- Governance instability in audit leadership (Bensler replaced by Lim in June 2025, then by Jie Sheng in Oct 2025); rapid committee leadership turnover can signal oversight volatility .
- Auditor transition to MGO—also auditor for Faraday Future—combined with multiple FF-affiliated board members (Jie Sheng, Chad Chen) raises perceived interlock and independence concerns for audit oversight .
- Director compensation individualized via agreements; limited disclosure of director equity grants for Bensler to date—visibility into pay-for-performance alignment remains low .
- Low ownership (<1%) suggests limited direct “skin in the game,” though hedging restrictions help mitigate alignment concerns .
-
Related-party exposure context:
- The Audit Committee’s charter includes responsibility to review and oversee related-party transactions; material financing transactions occurred with Yi Hua Chen in 2024 (debenture, warrant repricing, exchange into preferred stock), underscoring the importance of robust audit oversight .