DEF 14A of PMGC Holdings Inc.
Filed May 15, 2026 · FY20250001213900-26-056964
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board is currently comprised of five (5) members, four (4) non-employee, non-executive directors (Mr. Lichti, Mr. Parry, Ms. Daley, and Mr. Kovalyov) and Mr. Bensler, including one (1) non-employee director providing Chief Executive Officer services through GB Capital Ltd, a British Columbia, Canada corporation wholly owned by Mr. Bensler. At each annual meeting of stockholders, each director is elected to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until his or her death, resignation or removal. The Board has unanimously determined that Mr. Parry, Ms. Daley, and Mr. Kovalyov are “independent” directors, as such term is defined in the rules (the “Stock Market Rules”) of The Nasdaq Stock Market LLC (“Nasdaq”). The definition of “independent director” included in the Stock Market Rules includes a series of objective tests, such as that the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s corporate governance principles, the Board’s determination of independence is made in accordance with the Stock Market Rules, as the Board has not adopted supplemental independence standards. As required by the Stock Market Rules, the Board also has made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” included in the Stock Market Rules. To facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Nominating and Corporate Governance Committee of the Board (“Nominating Committee”) and the Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines. The following table sets forth the names, ages as of the date of this Proxy Statement for each current member of the Board. Full biographical information for each member is set forth below.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Name | Age | Position | | Executive Officers: | | | | Graydon Bensler | 34 | Non-Employee Chief Executive Officer, Chief Financial Officer and Director | | Non-Executive Directors: | | | | Braeden Lichti | 41 | Non-Employee, Non-Executive Chairman of the Board | | Jeffrey Parry(1)(2)(3) | 64 | Independent Director and Chair of Nominating Committee | | George Kovalyov(1)(2)(3) | 39 | Independent Director and Chair of Compensation Committee | | Juliana Daley(1)(2)(3) | 36 | Independent Director and Chair of the Audit Committee |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| (1) Member of the Audit Committee. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| (2) Member of the Compensation Committee. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| (3) Member of the Nominating Committee. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Each of our Directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such Director was elected. Notwithstanding the foregoing, each Director is to serve until his or her successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers, and each officer is to serve until his or her successor is appointed and qualified or until his or her death, resignation or removal. Graydon Bensler, CFA, Non-Employee Chief Executive Officer, Chief Financial Officer and Director Mr. Bensler has served as our Chief Executive Officer since June 2024 and Chief Financial Officer since inception and a director since June 9, 2020. Mr. Bensler is a financial professional and analyst with over eight years of experience in financial consulting and management for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA). Mr. Bensler is the founder and sole owner of GB Capital Ltd, a privately held holding company he founded in 2019 and which company is engaged in capital markets advisory, financial consulting, and management. In 2017, Mr. Bensler co-founded an education technology curriculum management and scheduling company that was implemented in academic schools in Canada and the United States. From 2017 to 2019, Mr. Bensler was an account manager at a leading Canadian investor relations firm where he represented publicly traded companies across a wide range of sectors and worked directly with investment banks, investment brokers and company executives and directors. During his tenure at this investor relations firm, Mr. Bensler created and conveyed messaging about his clients’ strategic position in the market and successfully guided several companies through multiple financings. From 2019 to 2021, Mr. Bensler was a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions for Canadian and United States companies. In this capacity, Mr. Bensler gained strong knowledge of the capital markets, public company compliance requirements, and regularly interfaced with regulators, auditors, board and executive management. We believe that Mr. Bensler’s past experience as our Chief Financial Officer, his familiarity with both the banking and the financial consulting sectors and his having served as an account manager for similarly situated companies makes him a qualified Director for our Company. Mr. Bensler received his Bachelor of Management and Organizational Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder. Braeden Lichti, Non-Employee, Non-Executive Chairman of the Board Braeden Lichti has served as Non-Executive Chairman of the Board from June 21, 2024 to the present. Mr. Lichti, together with his organization NorthStrive Companies Inc, led the restructuring and repositioning of what was formerly Elevai Labs into PMGC, a diversified public holding company focused on acquiring and scaling operating businesses. Mr. Lichti has served as Chief Executive Officer of BWL Investments Ltd., a privately held investment and holding company, since its founding in 2016. He is also the Founder and Chief Executive Officer of NorthStrive Companies, Inc., a U.S.-based investment and advisory firm, since 2021. From October 8, 2024 to November 17, 2025, Mr. Lichti served as a member of the Board of Directors of Qualigen Therapeutics, Inc. (NASDAQ:QLGN). During his tenure, the Company completed a $41 million private investment in public equity (PIPE) financing led by Faraday Future Intelligent Electric Inc. (NASDAQ:FFAI), resulting in a change of control, board reconstitution, and a strategic transformation of the business toward a new operating model. Mr. Lichti has also been involved with Hydromer, Inc. (OTC:HYDI), where Northstrive Companies Inc. was an advisor and significant shareholder. During this period, the Company secured a strategic investment from jMedtech, a global medical device company, resulting in a change of control, board reconstitution, and the establishment of an expanded international platform within the medical device coatings industry. Mr. Lichti has over a decade of experience in public markets, mergers and acquisitions, capital formation, and corporate restructuring. He has been directly involved in multiple public company transactions, including initial public offerings, reverse mergers, recapitalizations, and strategic investments. Mr. Lichti’s experience in driving corporate transformation, capital markets execution, and shareholder value creation, as well as past experience as a company founder, Director and advisor, makes him a qualified Director of our Company. Jeffrey Parry, Independent Director, Chair of the Nominating Committee and member of the of Audit Committee and Compensation Committee Mr. Parry was appointed as an independent director in June 2023 and is a partner of Mystic Marine Advisors LLC, a Connecticut based advisory firm he founded in 1998 focused on emerging and turnaround situations for strategic and financial stakeholders. Jeffrey served as Executive Chairman of TBS Shipping Limited from 2012 to 2018 where he led a successful restructuring and co-founded Valhalla Shipping, Inc with an $167 million equity investment by institutional investors. From July 2008 to October 2009, Mr. Parry was the Chief Executive Officer of Nasdaq-listed Aries Maritime Transport Limited and led a successful turn-around and sale to strategic investors. Mr. Parry was a Managing Director of Poten & Partners, an international energy advisor, from 2001 to 2007 where in 2006 he co-founded Poten Capital Services LLC, a New York based broker-dealer. Earlier in his career, Mr. Parry founded Cool FM and 7X Television in Athens, Greece and served as President of One Fifth Avenue Apartment Corporation. Since 2010, Jeffrey has served as an independent director of Nasdaq listed Globus Maritime Ltd. where he sits on the audit committee. Mr. Parry holds a BA from Brown University and MBA from Columbia University. His educational and professional experience in business, his background and familiarity in investment banking, and his having served as a director of a company listed on Nasdaq makes him a qualified Director candidate for our Company. George Kovalyov, Independent Director, Chair of the Compensation Committee and member of the of Audit Committee and Nominating Committee Mr. Kovalyov has acted as Chief Financial Officer and Treasurer of Marizyme, Inc. since December 2021. Since November 2022, Mr. Kovalyov has also been a director of DGTL Holdings Inc. Previously he served as the chief operating officer and director of Health Logic Interactive Inc. (“HLII”) from September 2020 to November 2021, and as HLII’s chief financial officer from December 2021 to September 2022. In addition, Mr. Kovalyov served as a director and audit committee member of Margaret Lake Diamonds Inc. from January 2021 to August 2022. From September 2018 to September 2020, Mr. Kovalyov was VP of Finance and director of Phivida Holdings Inc., a brand of cannabidiol-infused foods, beverages and clinical products. From October 2016 to September 2020, Mr. Kovalyov was the principal owner of Schindler and Company, an accounting consulting firm. Mr. Kovalyov is a chartered accountant and is a member of Chartered Professional Accountants of Canada. Mr. Kovalyov is qualified to serve on the Board due to his extensive accounting and finance experience. Juliana Daley, CPA Independent Director, Chair of the Audit Committee and member of the of Compensation Committee and Nominating Committee
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Ms. Daley was appointed as an independent director in June 2023 and holds over eleven years of accounting, controller, and financial reporting experience in the public sector. Ms. Daley has worked a variety of industries in both the United States and Canada. Since July 2021, Ms. Daley has served as Manager of Accounting at Anavex Life Sciences Corp. (NASDAQ: AVXL), a clinical-stage biopharmaceutical company based in New York, NY that is focused on developing treatments for debilitating neurodegenerative and neurodevelopmental diseases. In addition, from August 2021 to July 2022, she served as an independent director and audit committee chair to Vegano Foods (CSE: VAGN) during Vegano Food’s initial public offering in February 2022. From October 2015 to July 2021, Ms. Daley was a Manager of Financial Reporting and Advisory Services to various public companies in the United States and Canada, through her position with the accounting firm, Treewalk (previously ACM Management, Inc.). At Treewalk Ms. Daley assisted clients in meeting their quarterly and annual reporting requirements including the preparation of complete financial reporting packages and managing assurance engagements from start to finish. At Treewalk, she also served as chief financial officer to Makena Resources Inc. (CSE: MKNA) (April 2018 - April 2019) and Naked Brand Group Inc. (NASDAQ: NAKD) (March 2018 - June 2018) until the completion of their prospective mergers in April 2019 and June 2018, respectively. From September 2011 to April 2015, Ms. Daley was employed with Naked Brand Group Inc., where she worked in the accounting department, serving as controller from August 2013 until her departure in April 2015, and where she was also responsible for assisting in various operational functions including EDI implementation, ERP implementation, inventory management, information technology and office administration. From July 2021 to present, Ms. Daley has acted as manager of accounting at Anavex Life Sciences where she assists to in the finalization of all internal reporting, budgeting, and operational matters such as annual SOX audits, quarterly reviews, IT audits, and annual audits. Ms. Daley’s expertise in financial accounting for public companies and her having served as a chief financial officer and controller on companies listed on United States public exchanges makes her a qualified Director candidate for our company.
Board Committees
| ● | reviewing and recommending to the stockholders for determination with respect to the compensation of our directors; |
Consideration of Director Nominees
Consideration of Director Nominees We seek Directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing Directors and all nominees for election as Directors, as well as any diversity considerations and the membership criteria applied by the Nominating Committee. The Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include Directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a Director for re-election, the Nominating Committee also considers the Director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Nominating Committee will consider Director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by Directors, management of the Company, or third parties. When considering Director candidates, the Nominating Committee will evaluate multiple factors in assessing their qualifications. A candidate must have extensive and relevant leadership experience, including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below.
Consideration of Director Nominees
| ● | Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as an executive officer, or other major operating or staff officer of a public corporation, with a background in accounting, finance and/or business operations. |
Consideration of Director Nominees
| ● | Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. |
Consideration of Director Nominees
| ● | Education. Generally, it is desirable, but not mandatory, that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. |
Consideration of Director Nominees
When further considering Director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following:
Consideration of Director Nominees
| ● | Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. |
Consideration of Director Nominees
| ● | Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. |
Consideration of Director Nominees
| ● | Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. |
Consideration of Director Nominees
| ● | Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. |
Equity Incentive Awards
Equity Incentive Awards
Policies and Practices for Granting Certain Equity Awards
Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders.
Equity Compensation Plan Information
Equity Compensation Plan Information The table below sets forth information concerning securities granted under equity compensation plans approved and not approved by security holders of the Company and the weighted average exercise price for such securities as of December 31, 2025.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 6 | $265,384 | 7,746 | | Equity compensation plans not approved by security holders | - | $- | - | | Total | 6 | $265,384 | 7,746 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024:
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | Graydon Bensler | 2025 | $262,000 | $435,800 | — | $697,800 | | Non-Employee, Non-Executive Chief Executive Officer, Chief Financial Officer and Director | 2024 | $196,333 | $195,000 | $— | $391,333 | | Jordan R. Plews(2) | | | | | | | Former Director, Chief Executive Officer, and President | 2024 | $228,333 | $25,000 | — | $253,333 | | Brenda Buechler(3) | | | | | | | Former Chief Marketing Officer | 2024 | $98,509 | $20,000 | — | $118,509 | | Christoph Kraneiss(4) | | | | | | | Former Commercial Officer | 2024 | $92,179 | $20,000 | — | $112,179 |
Summary Compensation Table
| (1) Such compensation was paid to GB Capital Ltd, an entity wholly owned by Graydon Bensler. |
Summary Compensation Table
| (2) On December 23, 2024, Jordan Plews resigned as Director of the Company. |
Summary Compensation Table
| (3) On June 20, 2024, we notified Brenda Buechler that she was involuntarily terminated without “cause” or laid off from employment as part of a wider job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational structure. |
Summary Compensation Table
| (4) On June 20, 2024, we notified Christoph Kraneiss that he was involuntarily terminated without “cause” or laid off from employment as part of a wider job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational structure. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION As of the date of this Proxy Statement, the Company pays each of its independent Directors $55,500 in compensation for each Director’s services to the Company as independent Directors. The Company’s current independent Directors are paid this annual compensation on a quarterly basis, or $13,875 at each fiscal quarter’s end. We previously compensated our independent directors for their services as directors through a mix of cash and stock options. In addition to in-person attendance bonuses, we intend to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Board committee meetings.
Director Compensation Table
Director Compensation Table The following table provides the total compensation paid to each person who served as a non-employee member of the Board during fiscal year 2025:
Director Compensation Table
| DIRECTOR COMPENSATION | | | | | | | | | Name | Cash Paid ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Braeden Lichti | 328,800(1) | - | - | - | - | - | 328,800 | | Jeffrey Parry | 55,000 | - | - | - | - | - | 55,000 | | Juliana Daley | 55,000 | - | - | - | - | - | 55,000 | | George Kovalyov | 55,000 | - | - | - | - | - | 55,000 |
Director Compensation Table
| (1) Such compensation was made to Northstrive Companies Inc., an entity wholly owned by Braeden Lichti. |