Brian K. Barker
About Brian K. Barker
Independent director at Acme United Corporation since 2019; age 65. Barker is a technology executive and entrepreneur with deep data/AI experience: founder/CEO of AntelopeAI (2018–2022), founder/director and former CEO of NorthBay Solutions (2010–2018), and current director at Zeptive (vape detection/air quality) since January 2024. The Board has determined he is independent; he serves on the Audit Committee and is considered financially literate under NYSE American rules. He is the co‑inventor of Acquisition Trustee (acquired by Intralinks for secure document sharing) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AntelopeAI, LLC | Founder & CEO | Dec 2018–2022 | AI/ML start-up leadership |
| NorthBay Solutions, LLC | Founder, Director; CEO | 2010–2018 (CEO); continuing Director | Big data/analytics; ongoing board role |
| Document Sciences (EMC) | General Manager, xDoc BU | 2007–2010 | Led CCM/document management unit through acquisition |
| Cambridge Technology Vision, LLC | CEO | 1997–2001 | M&A support software leadership |
| ClearSpring Technologies, Inc. | President | 1989–1992 | Event-driven management software |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Zeptive | Director | Jan 2024 | Vape detection/air quality monitoring; private company |
| NorthBay Solutions, LLC | Director | 2018–present | Big data/analytics; private company |
Board Governance
- Committee assignments: Audit Committee member; not a chair. Audit Committee determined all members (including Barker) are independent and financially literate .
- Attendance/engagement: Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings. All directors attended the 2024 Annual Meeting (virtual) .
- Independence status: Barker is one of six independent directors under NYSE American standards .
- Board structure: Combined Chair/CEO (no Lead Independent Director) — governance caution for oversight balance .
- Shareholder feedback signals: 2025 say‑on‑pay approved (For 2,608,573; Against 36,005; Abstain 45,414); 1‑year frequency selected (For 2,154,263) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $68,960 | $74,650 |
| Additional Cash in Lieu of Options | $48,500 | $50,250 |
| Option Awards (Grant-Date Fair Value) | — (no annual grant) | $42,900 |
| Total Director Compensation | $117,460 | $167,800 |
Director fee schedule (structure):
- 2024: Annual fee $47,790; Board meeting fee $2,735; Committee meeting fee $1,245; Committee chair per meeting $2,370; Audit Chair annual $5,765 .
- 2023: Annual fee $45,080; Board meeting fee $2,580; Committee meeting fee $1,080; Committee chair per meeting $2,235; Audit Chair annual $5,440 .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual Director Option Grant | Cash paid in lieu of options ($48,500) | 2,500 options granted plus cash in lieu; option FV $42,900; cash $50,250 |
| Exercise Price (annual grant) | — | $38.26 per share |
| Vesting | — | Became exercisable in full one day after grant |
Notes:
- The 2017 Director Plan typically grants 5,000 options annually, but 2024 awards were modified to 2,500 options plus cash; options are non‑ISOs at FMV on grant .
- Initial grants for new directors under the plan are 5,000 options with staged vesting (Conway received 5,000 in 2024) .
Other Directorships & Interlocks
| Company | Public/Private | Role/Committee | Interlocks/Conflict Notes |
|---|---|---|---|
| Zeptive | Private | Director | No ACU‑related transactions disclosed |
| NorthBay Solutions | Private | Director | No ACU‑related transactions disclosed |
- Public company directorships: None disclosed for Barker .
- Related‑party transactions: None involving directors/officers since Jan 1, 2023 (and none since Jan 1, 2022 in prior proxy) — mitigates conflict risk .
Expertise & Qualifications
- Data analysis, AI/ML, entrepreneurial leadership; senior operating roles across software/CCM and analytics .
- Audit Committee financial literacy determination (Board) supports oversight of financial reporting/cybersecurity risk areas .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Class | Options Included |
|---|---|---|---|
| Mar 6, 2024 | 15,300 | 0.4% | 14,000 options |
| Mar 5, 2025 | 17,800 | 0.5% | 16,500 options |
- Aggregate options outstanding (non-employee director): Barker held 16,500 options at 12/31/2024 .
- Hedging/pledging: Company has not adopted practices restricting hedging/offset transactions for directors/officers — potential alignment concern .
Insider Trades
| Date (Filing) | Transaction | Security | Shares | Ownership After | Source |
|---|---|---|---|---|---|
| Aug 12, 2025 (filed Aug 14, 2025) | Option exercise/acquisition | Common via option | 2,500 | 19,000 |
- Historical Form 4 filing exists for Barker on Aug 2, 2022 (director status), indicating ongoing compliance with insider reporting .
Governance Assessment
- Alignment: Barker’s equity exposure increased YoY (options from 14,000 to 16,500; beneficial ownership from 15,300 to 17,800), and he remains engaged via Audit Committee service — favorable for oversight continuity .
- Pay structure signals: 2024 shift to partial cash instead of full option grant for non‑employee directors increases guaranteed cash vs equity at risk; options vested immediately after grant reduce long‑term performance conditioning — modest alignment caution .
- Board structure/independence: Combined Chair/CEO without a Lead Independent Director; while common at small‑cap issuers, it is a governance red flag for robust independent oversight. Barker’s presence on Audit mitigates some risk .
- Conflicts/related‑party: No related‑party transactions disclosed; supports investor confidence on conflicts .
- Shareholder support: Strong say‑on‑pay approval in 2025 and annual frequency decision indicate constructive shareholder engagement and confidence in compensation governance .
RED FLAGS
- No Lead Independent Director and combined Chair/CEO roles at ACU .
- Absence of anti‑hedging policy for directors/officers (Company has not adopted practices restricting hedging/offset transactions) .
Positive Signals
- Independent status and Audit Committee financial literacy determination for Barker .
- No related‑party transactions involving directors/officers since Jan 1, 2023 .
- Strong shareholder support on say‑on‑pay and annual frequency .