Leslie Bernhard
About Leslie Bernhard
Independent director since February 2017; age 81 as of the 2025 record date. Chair of the Compensation Committee and member of the Audit and Nominating & Corporate Governance Committees. Background spans public-company CEO and board leadership roles; BS in Education from St. John’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Milestone Scientific Inc. (NYSE American: MLSS) | Independent Director; Non‑Executive Chair | Director: May 2003–Jan 4, 2023; Chair: Oct 2009–Jan 4, 2023 | Interim CEO Oct–Dec 2017 |
| Universal Power Group, Inc. (NYSE American: UPGI) | Independent Director; Consultant | Director: 2007–Sep 2018; Consultant: Sep 2018–Dec 2020 | Governance and strategy oversight |
| AdStar, Inc. (NASDAQ: ADST) | Co‑founder; President & CEO; Executive Director | 1986–2012; IPO in 1999 | Built electronic ad‑intake platform for newspapers |
External Roles
| Organization | Exchange/Ticker | Role | Start |
|---|---|---|---|
| Sharplink Gaming Inc. | NASDAQ: SBET | Director | Feb 2024 |
| Nexalin Technology, Inc. | NASDAQ: NXL | Chairman of the Board | Nov 2023 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit; Member, Nominating & Corporate Governance .
- Independence: Board determined Bernhard is independent under NYSE American rules; all three key committees comprised entirely of independent directors .
- Attendance: In 2024, Board held 16 meetings; Audit 6; Compensation 4; Nominating 2. All directors attended ≥75% of their meetings and attended the 2024 annual meeting; independent directors meet in executive session via committees .
- Board refreshment: August 2024 addition of Walraven; independence expected to be restored post‑CFO transition per NYSE rules .
Fixed Compensation
| Component (2024 Director Plan) | Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $90,000 per year; paid $22,500 quarterly |
| Committee chair fees (Audit/Comp/Nominating) | $7,500 / $5,000 / $2,500 per year (paid quarterly) |
| Optional annual election at re‑election (cash or shares) | $20,000 cash lump sum, or fully vested common shares worth $20,000 |
| Loan Approval Committee member | $10,000 per year (paid quarterly) |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Leslie Bernhard | $131,560 | — | $131,560 |
Notes:
- For 2024, non‑employee directors chose the $20,000 Cash Option upon re‑election .
- No director stock awards were issued in 2024 .
Performance Compensation
| Equity/Options (2024) | Grant Date | Number of Shares/Units | Grant‑Date Fair Value | Performance Metrics |
|---|---|---|---|---|
| None disclosed for directors in 2024 | — | — | — | None disclosed for directors |
Plan mechanics (forward‑looking):
- 2025 Omnibus Incentive Plan approved by Board for shareholder vote; permits performance‑based vesting with metrics such as ROE, EPS, EBITDA, TSR, margins, etc.; prohibits option/SAR repricing; director total comp cap $500,000 per fiscal year; clawback applies to incentive compensation .
Other Directorships & Interlocks
| Company | Relationship to SACH | Potential Interlock/Conflict Note |
|---|---|---|
| Sharplink Gaming (online technology) | Customer/supplier overlap not indicated | No related‑party transactions disclosed involving Bernhard |
| Nexalin Technology (medical devices) | Customer/supplier overlap not indicated | No related‑party transactions disclosed involving Bernhard |
Expertise & Qualifications
- Public‑company leadership and governance: CEO/founder (AdStar), non‑executive chair (Milestone), director across technology, medical device, power solutions .
- Compensation oversight: Current Chair of SACH Compensation Committee; experience with peer selection and advisor engagement; Farient Advisors engaged for director and executive comp benchmarking .
- Education: BS in Education, St. John’s University .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Leslie Bernhard | 8,250 | <1% | Includes 4,250 restricted shares subject to vesting |
Vesting schedule for restricted shares:
- 1,500 shares vest on September 7, 2025; 1,500 on September 7, 2026; 1,250 on October 13, 2025 .
Policies supporting alignment:
- Insider trading pre‑clearance and prohibition on shorts/options; anti‑pledging policy prohibits pledging or margin accounts for company securities; applies to officers and directors .
Governance Assessment
- Independence and committee leadership: Bernhard is an independent director and serves as Compensation Committee Chair, supporting board‑level oversight of pay and governance. Committees are fully independent; independent directors meet without management via committee structures .
- Engagement: Board and committee cadence in 2024 was robust; all directors achieved ≥75% attendance and attended the annual meeting, signaling engagement .
- Compensation mix and alignment: 2024 director pay was cash‑heavy (Bernhard: $131,560 cash; no stock awards), which may temper equity alignment; however, outstanding restricted shares provide some ongoing linkage to shareholder value, and directors may elect fully‑vested share grants at re‑election .
- Controls and investor safeguards: Clawback policy compliant with NYSE/SEC rules; anti‑pledging and insider‑trading restrictions; the proposed 2025 Plan includes no tax gross‑ups, no evergreen, no option/SAR repricing, and caps total director compensation—all shareholder‑friendly features .
- Conflicts/related party: Proxy discloses related‑party items for other executives (CEO family member services; interim CFO arrangement) but no related‑person transactions involving Bernhard; audit‑committee pre‑approval policy in place for auditor services .
- Board succession/refresh: Board added Walraven in 2024; independence expected after CFO transition under NYSE rules; ongoing governance enhancement described, which supports board effectiveness .