Leslie Bernhard
SharplinkAbout Leslie Bernhard
Leslie Bernhard, age 81, is an independent director of SharpLink Gaming (SBET) since February 2024 and serves as Audit Committee Chair and member of the Compensation Committee. She previously co-founded AdStar, Inc. (1986–2012) and held management roles at Revlon, Walt Disney Productions, and Gillette; she earned a B.S. in Education from St. John’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdStar, Inc. | Co-founder, President/CEO/Executive Director | 1986–2012 | Built electronic ad intake business serving newspapers |
| Revlon, Inc. | Management roles | Not disclosed | Not disclosed |
| Walt Disney Productions, Inc. | Management roles | Not disclosed | Not disclosed |
| Gillette Company | Management roles | Not disclosed | Not disclosed |
External Roles
| Company | Listing | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Nexalin Technology, Inc. | Nasdaq | Chairman of the Board | Since Nov 2023 | Not disclosed |
| Sachem Capital Corp. | NYSE American | Independent Director | Since Feb 2017 | Not disclosed |
| Milestone Scientific Inc. | NYSE American | Non-Executive Chairman; Independent Director | Chair since Oct 2009; Director since May 2003; Interim CEO Oct–Dec 2017 | Board leadership; interim CEO |
| Universal Power Group, Inc. | Not disclosed | Independent Director | 2007–Sept 2018 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; both committees comprised solely of independent directors per SEC/Nasdaq standards .
- Independence: Board determined Ms. Bernhard is independent under SEC and Nasdaq rules; she is also designated an “audit committee financial expert” and meets Nasdaq’s financial sophistication requirements .
- Attendance and engagement: In 2024, the Board held 12 meetings; Audit Committee held 3; Compensation Committee held 1; all board members attended the 2024 Annual Meeting (teleconference) on Dec 23, 2024 .
- Nominating structure: No separate nominating committee; the full Board performs this function and considers meeting attendance, participation, and performance when evaluating incumbents .
- Audit oversight: Audit Committee reviewed internal control effectiveness and audited financials; confirmed auditor independence; no non-audit services in 2024/2023 .
| 2024 Meetings Held | Count |
|---|---|
| Board | 12 |
| Audit Committee | 3 |
| Compensation Committee | 1 |
Fixed Compensation
| Component | 2024 | 2025 Plan |
|---|---|---|
| Annual cash retainer (base) | $59,500 (fees earned) | $35,000 base annual fee, payable monthly |
| Committee Chair fee | Not itemized in 2024 disclosure | $15,000 annually for Audit or Compensation Chair |
| Committee membership fee | Not itemized in 2024 disclosure | $10,000 annually for membership (if not Chair) |
Notes: 2024 reflects service from Feb 13–Dec 31, 2024; 2025 plan adopted Mar 19, 2025 .
Performance Compensation
| Equity Component | Grant/Count | Vesting | Terms/Notes |
|---|---|---|---|
| RSUs (2024) | 106,668 RSUs granted | 26,667 RSUs vest on Dec 31, 2024; 16,667 RSUs vest on Mar 31, 2025 | No stock options awarded to non-employee directors in 2024 |
| RSUs (2025 eligibility) | Up to 80,000 RSUs (subject to shareholder approval of 2023 Plan increase) | Not disclosed | Contingent on share authorization; Board adopted 2025 plan Mar 19, 2025 |
Performance metrics tied to director equity: Not disclosed for director awards; company clawback policy applies to executive incentive compensation (financial metrics such as stock price, TSR, revenue, net income, EBITDA, ROA, etc.), not directors .
Other Directorships & Interlocks
| External Board | Potential Interlock with SBET | Comment |
|---|---|---|
| Nexalin Technology, Inc. (Chair) | None disclosed | Different industry; no transactions disclosed with SBET |
| Sachem Capital Corp. (Independent Director) | None disclosed | REIT; no related transactions disclosed |
| Milestone Scientific Inc. (Non-Exec Chair; Director) | None disclosed | Medical/dental devices; no related transactions disclosed |
| Universal Power Group, Inc. (Former Director) | None disclosed | Former role; no current interlocks |
Company’s related party transactions reviewed by Audit Committee; 2024 proxy noted no written policy at that time, while 2025 proxy outlines detailed related party transaction policy administered by the Audit Committee .
Expertise & Qualifications
- Audit and financial oversight: Designated audit committee financial expert; deep experience in accounting oversight and audit committee responsibilities .
- Operating leadership: Co-founder/CEO of AdStar; interim CEO experience at Milestone Scientific .
- Industry breadth: Roles across media, consumer products, and medical devices; current leadership roles at multiple public companies .
- Education: B.S. in Education, St. John’s University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 73,334 |
| Ownership % of outstanding | 1.1% (based on 6,903,056 shares outstanding as of Mar 21, 2025) |
| RSUs included in beneficial ownership | 16,667 RSUs vesting Mar 31, 2025 |
| Shares pledged as collateral | Not disclosed; company policy prohibits pledging by directors |
| Hedging by directors | Prohibited under Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director and Audit Committee Chair with “financial expert” designation; Audit Committee independence and robust pre-approval/audit oversight documented .
- Active engagement: Board/committee meetings held in 2024 and full Board attendance at Annual Meeting .
- Clear policies: Insider Trading Policy bans hedging/pledging; Option Grant Policy to avoid MNPI timing; formal clawback policy for executives .
- Investor support: 2024 Say-on-Pay received 97% approval .
-
Potential Risks and RED FLAGS
- Multiple concurrent public company leadership roles (Chair at Nexalin; Non-Exec Chair at Milestone; Director at Sachem) could constrain bandwidth; no attendance shortfalls disclosed, but overboarding policy not specified .
- Nominating oversight resides with full Board (no separate nominating committee), which may reduce formal independence in director selection processes .
- Related-party policy evolution: 2024 proxy stated no written policy; 2025 proxy describes detailed policy—improvement noted, but highlights prior policy gap .
-
Conflicts/Related-party exposure
- No Bernhard-specific related-party transactions disclosed; historical related-party items involved other executives/directors (e.g., Brown & Brown broker, CJEM lease) and were addressed/transitioned; Audit Committee oversees related-party reviews .
-
Director Compensation Mix and Alignment
- 2024: Cash retainer plus sizable RSU grant (106,668), with vesting into 2024–2025; no options issued to directors—equity aligned via RSUs, reducing potential for option repricing risk .
- 2025 plan: Lower base cash ($35,000) with structured committee fees and potential RSUs (up to 80,000) subject to shareholder authorization—continued equity alignment and formalized committee compensation .
Overall implication: Bernhard’s audit expertise and committee leadership are positives for financial oversight and investor confidence; attention warranted on cumulative external commitments and formalization of nominating processes to sustain board effectiveness and independence .