Kevin Chen
QLGNAbout Kevin Chen
Independent director of Qualigen Therapeutics (to be renamed AIxCrypto Holdings) appointed on September 26, 2025; designated “independent” by the Board. Serves on the Nominating & Corporate Governance Committee and the Compensation Committee. Professional background: Chief Economist and Chief Investment Officer at Horizon Financial; holds/has held board roles at multiple public companies; adjunct associate professor at New York University and frequent academic speaker. Appointment occurred amid a board reconstitution tied to new majority shareholder Faraday Future and an auditor transition.
External Roles
| Organization | Role | Listing/Market | Notes |
|---|---|---|---|
| Horizon Financial | Chief Economist & Chief Investment Officer | — | Current executive role |
| CurrenC Group | Director | Nasdaq | Public company directorship |
| Australian Oilseeds Investments | Director | Nasdaq | Public company directorship |
| Scage Future | Director | Nasdaq | Public company directorship |
| Capitan Investment Ltd. | Director | Toronto Stock Exchange | Public company directorship |
| New York University | Adjunct Associate Professor | — | Academic appointment/engagements |
Board Governance
- Independence: Appointed as an independent member of the Board on September 26, 2025.
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Compensation Committee (not a chair).
- Appointment context: Board expanded/reconstituted concurrent with financing; several prior directors resigned; Board also changed auditor from Withum to MGO.
- Control environment: Faraday Future expected to be new majority and controlling shareholder (approx. 55% direct; ~63% including affiliates) and to designate a majority of Board seats.
- Auditor independence consideration: MGO appointed as new auditor and is also auditor to Faraday Future (the new controlling shareholder).
- Internal control note (historical): Prior auditor cited material weaknesses in ICFR (segregation of duties, IT access controls, documentation) before resignation.
Fixed Compensation
| Component | Detail |
|---|---|
| Appointment arrangements | No specific compensation arrangements, plans, or agreements disclosed for newly appointed Board members at the time of their appointment. |
| Prior director fee framework (context) | 2023 policy: $35,000 base annual cash retainer; Audit Chair +$15,000; other committee chairs +$10,000; committee members +$7,500 (Audit) or +$5,000 (other). Temporary 20% reduction 1/1/2023–7/31/2023; reinstated 8/1/2023; no stock option grants to non-employee directors in 2023. (Policy predates 2025 appointments and may have changed.) |
Performance Compensation
| Item | Detail |
|---|---|
| 2025 Equity Incentive Plan | Shareholders approved the 2025 Equity Incentive Plan on Nov 12, 2025. Specific director award structures/metrics were not detailed in the vote disclosure. |
| Clawback policy | Company has adopted a formal clawback policy for recovery of incentive-based executive compensation tied to misstated financials. |
| Hedging policy | Company prohibits employees and directors from hedging or offsetting declines in Company equity granted or held. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/ recent) | CurrenC Group (Nasdaq), Australian Oilseeds Investments (Nasdaq), Scage Future (Nasdaq), Capitan Investment Ltd. (TSX). |
| Controlling shareholder influence on QLGN board | Faraday Future to become controlling shareholder and designate a majority of the Board. Governance dynamic may affect committee independence and board processes. |
| Auditor interlock | New auditor MGO also audits Faraday Future, the new controlling shareholder. |
Expertise & Qualifications
- Economics/Investment: Chief Economist & CIO at Horizon Financial.
- Boardroom experience: Multiple public company directorships across U.S. and Canada.
- Academic engagement: Adjunct Associate Professor at NYU; frequent speaker at leading institutions.
Equity Ownership
| Item | Detail |
|---|---|
| 5% holder status at record date (Sept 22, 2025) | Company reported no five percent stockholders in its Special Meeting proxy; therefore no individual director (including Kevin Chen) met 5% threshold as of that date. |
Governance Assessment
- Positive signals:
- Independent director with capital markets/economics expertise; adds depth to Compensation and Nominating/Governance committees.
- Shareholders approved a new Equity Incentive Plan, enabling equity-based alignment going forward.
- Company maintains clawback and anti-hedging policies, supporting alignment and risk mitigation.
- Watch items / potential red flags:
- Board reconstitution driven by financing/control transaction; Faraday Future to control a majority of seats, increasing risk of minority shareholder disenfranchisement and reduced practical independence despite formal designations.
- Auditor transition to MGO, which also audits the new controlling shareholder, raises perceived auditor independence questions; prior auditor cited material weaknesses in ICFR. Kevin Chen is not on the Audit Committee, but committee oversight remains critical.
- No specific director compensation arrangements disclosed at appointment; future disclosures needed to evaluate cash vs. equity mix and any changes in committee fees or equity grants under the 2025 plan.
Implications: Kevin Chen’s independence and multi-board experience can strengthen committee oversight, but the new control and audit dynamics heighten the need for robust governance processes, transparent related-party review, and vigilant committee independence to sustain investor confidence.