Brian Brady
About Brian Brady
Brian Brady has served as an independent director of Aditxt (ADTX) since December 1, 2018. He is Director of Investments at a large hospital system (since March 2016) and previously served as Vice President/Portfolio Manager at a wealth advisory firm (December 2011–March 2016). He holds a B.S. in Finance (University of Illinois at Chicago, 2001) and an MBA (University of Chicago, 2014). He is designated by the Board as an Audit Committee financial expert and is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wealth advisory firm | Vice President/Portfolio Manager | Dec 2011 – Mar 2016 | Investment advisory, asset/portfolio management |
| Aditxt, Inc. | Director | Since Dec 1, 2018 | Chair, Audit; Member, Compensation; Member, Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Large hospital system | Director of Investments | Since Mar 2016 | Manages organizational and family investment activity |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board deems Mr. Brady “independent” under Nasdaq listing rules . |
| Committees | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) . |
| Financial Expertise | Board determined each Audit member is financially literate; Brady meets Audit Committee financial expert qualifications . |
| Audit Committee Report | Signed as Chairman of the Audit Committee, recommending inclusion of 2024 audited financials in Form 10-K . |
| Board Structure Update | Post-2025 Annual Meeting, board reduced to five; Audit Committee to comprise Brady, Nelson, Hermina (Brady remains Chair) . |
Fixed Compensation
| Year/Program | Cash Retainer | Committee Chair Fees | Notes |
|---|---|---|---|
| 2024 | $0 | $0 | “Members of the Board of Directors did not receive any cash compensation during the year ended December 31, 2024” to preserve cash resources . |
| 2022 (actuals) | $15,000 | — | Director fees earned/paid in cash for Brady in 2022; no equity awards disclosed for directors in 2022 . |
| Director Program (adopted 9/18/2021) | $11,000/year (Board service) | +$4,000/year each (Audit Chair, Compensation Chair, Nominating & Corporate Governance Chair) | Program covered Oct 2021–June 2022; cash paid quarterly . |
Performance Compensation
| Component | Grant Date | Instrument | Amount/Shares | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Directors (2024) | — | — | — | — | No director performance-based awards disclosed for 2024; Board refrained from adopting a new director compensation program . |
| Directors (2022) | — | — | — | — | 2022 director comp table shows no option/RSU awards for Brady . |
No revenue/EBITDA/TSR or ESG-linked performance metrics are disclosed for director pay in the cited periods .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | Brady’s biography and nominee disclosure include no other public company directorships in the past five years . |
Expertise & Qualifications
- Capital markets and investment management experience (hospital system Director of Investments; prior VP/Portfolio Manager), supporting risk oversight and financial scrutiny .
- MBA (University of Chicago) and Finance undergraduate degree (UIC), aligned with Audit Committee leadership .
- Designated Audit Committee financial expert under SEC/Nasdaq criteria .
Equity Ownership
| Holder | Direct Shares | Options/RSUs (60-day exercisable) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Brian Brady | 1 | 1 option (fully vested) | 2 | <1% |
Footnote: Includes (i) 1 share held directly; and (ii) 1 share issuable pursuant to options that are fully vested .
Governance Assessment
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Strengths
- Independent director; chairs Audit and is the Board-designated financial expert, indicating relevant financial oversight capability .
- Multi-committee service (Audit, Compensation, Nominating & Corporate Governance) suggests broad governance engagement .
- Audit Committee report leadership (as Chair) evidences active oversight of external audit and financial reporting processes .
-
Alignment and Ownership
- Very low personal ownership (<1%, total 2 shares including 1 fully vested option) indicates limited economic alignment via share ownership, consistent with micro-cap constraints but nonetheless a potential alignment gap for investors focused on “skin in the game” .
-
Compensation Signals
- No cash compensation paid to directors in 2024 (cash preservation priority). While beneficial to liquidity, it may challenge director attraction/retention; investors may monitor for reinstatement of a sustainable program .
- Historical director program (9/18/2021) emphasized small fixed retainers; no disclosed performance-conditioned director pay structures .
-
Conflicts/Related-Party Exposure
- Related-party transactions in 2023–2024 were CEO/CIO loans; no transactions involving Brady are disclosed in the related-party section .
- The company states it has not adopted formal RPT review/approval policies due to size/resource constraints; directors presently approve RPTs on a case-by-case basis—an oversight process gap to monitor (RED FLAG) .
-
Board Composition/Continuity
- Post-Annual Meeting board downsized to five, with committee transitions (e.g., Nominating & Corporate Governance chair moving to Ms. Hermina); investors may monitor committee workloads and independent oversight capacity in a smaller board structure .
RED FLAGS
- Absence of formal related-party transaction policies/procedures; reliance on ad hoc director approvals (process weakness) .
- Minimal equity ownership by directors, including Brady (<1%), suggesting limited ownership alignment .
Monitoring Items for Investors
- Reinstatement and structure of director compensation (cash vs equity mix) after 2024 hiatus .
- Any adoption of formal RPT policy and codified oversight enhancements .
- Stability and workload distribution across committees post-board downsizing; continued Audit Committee leadership by Brady .