Alexander Kaganowicz
About Alexander Kaganowicz
Alexander Kaganowicz, age 78, has served as an independent director of Research Frontiers (REFR) since June 2013 and is a long‑time shareholder (since 1998). He holds a Doctorate in Chemistry from the University of Rome, served as Adjunct Associate Professor at the New York Institute of Technology, and worked as a clinical chemist (Director of the Chemistry Department; Manager, Pathology Department) at Booth Memorial Medical Center (1974–1989). He is proprietor of a successful automotive services business in Freeport, NY for the past 31 years and previously owned medical supply companies (1989–2005). He has actively supported SPD product performance/market testing, including demonstration installations at his home and work locations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booth Memorial Medical Center (Queens, NY) | Director, Chemistry Department; Manager, Pathology Department | 1974–1989 | Clinical leadership; publications and textbook contributions |
| New York Institute of Technology | Adjunct Associate Professor | Not disclosed | Academic instruction; chemistry expertise |
| Medical supply companies (NY & PA) | Owner/Operator | 1989–2005 | Operations and commercialization experience |
| Automotive services business (Freeport, NY) | Proprietor | ~1994–present (31 years) | Operational leadership; market/customer experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Personal SPD SmartGlass testing | Early adopter; provided demo sites | Not disclosed | Installed SPD SmartGlass in home/work; product testing involvement |
Board Governance
- Board tenure and role: Director since June 2013; standing for re‑election as Class II director, proposed term through 2028 .
- Independence: Board determined he is “independent” under Nasdaq Capital Market standards .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation; Member, Stock Option Committee .
- Attendance: In 2024, Board met 8x; Audit 4x; Compensation 10x; Nominating 4x. No incumbent director attended less than 75% of meetings; all directors attended the Annual Meeting .
- Board structure: Classified board (4 directors; majority independent). Committee chairs are independent; Kaganowicz chairs Nominating & Corporate Governance. Company has no current Chairman; CEO Harary is separate from chair role since 2009 .
Fixed Compensation
| Component | Amount ($) | Timing/Notes |
|---|---|---|
| Cash retainer | 40,000 | Paid January 2024 |
| Committee/meeting fees | Not disclosed | — |
| Total cash | 40,000 | — |
Performance Compensation
| Equity Award | Grant Date | Options (#) | Estimated Fair Value ($) | Plan | Vesting/Terms |
|---|---|---|---|---|---|
| Non‑employee director option grant | December 2024 | 45,000 | 47,700 | 2019 Equity Incentive Plan (options granted at/above FMV) | Specific vesting/strike not disclosed for directors |
| Performance Metric | Applied to Director Pay | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR | Not disclosed | Director equity compensation described as options; no performance metrics tied to director awards disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships for Kaganowicz disclosed in proxy biography |
Board‑level interlock context: REFR director Eyal Peso is CEO/Chairman of Gauzy Ltd., a REFR licensee (fee income 13% in 2024; 18% in 2023). While not tied to Kaganowicz personally, this board composition introduces related‑party oversight considerations .
Expertise & Qualifications
- Doctorate in Chemistry; academic and clinical laboratory leadership; publications/textbook contributions .
- Operator experience (multi‑decade automotive services business; medical supply companies) .
- Product/technology familiarity via SPD SmartGlass testing and installations .
- Service as Nominating & Governance Committee Chair and membership on Audit and Compensation indicates governance literacy and cross‑functional oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 511,623 | Includes 19,205 shares held in IRA by spouse |
| Options/warrants exercisable (≤60 days) | 327,495 | Included in beneficial ownership under Rule 13d‑3 |
| Percent of class | 1.51% (as shown) | Based on 33,517,787 shares outstanding as of April 18, 2025 |
| Shares pledged as collateral | None disclosed for Kaganowicz; pledge footnote applies to CEO Harary only |
Governance Assessment
- Board effectiveness and engagement: Independent, multi‑committee member (Audit, Compensation), and chair of Nominating & Governance; attendance above 75% threshold alongside all directors in 2024—signals active oversight .
- Alignment: Material share ownership (511,623 shares) and substantial in‑the‑money optionality (327,495 options/warrants) align interests with shareholders; no pledging disclosed for Kaganowicz (contrast: pledge exists for CEO) .
- Compensation structure for directors: Balanced mix (cash $40k; option grant ~$47.7k) fosters alignment without performance metrics; reliance on options at/above FMV under shareholder‑approved plan mitigates repricing risk .
- Conflicts and related‑party exposure: No related‑party transactions disclosed for Kaganowicz; company‑level exposure exists via Gauzy/REFR relationship and Gauzy’s CEO on REFR’s board—heightens need for robust independent committee oversight and recusal protocols (appropriate committees include independent members) .
- Structural risk indicators: Classified board can reduce shareholder influence over board refresh; however, majority independence and independent committee chairs partially offset governance concentration concerns .
RED FLAGS
- Classified board structure may limit shareholder ability to effect rapid governance changes .
- Board‑level related party exposure via Gauzy director (company’s licensee) requires sustained vigilance; not directly attributable to Kaganowicz but relevant to overall board independence optics .
Positive Signals
- Long tenure with consistent attendance; chairing Governance committee; independence affirmed by Nasdaq standards .
- Meaningful personal ownership with no pledging disclosed; director equity grants under shareholder‑approved plan at/above FMV .