Brian Power
About Brian Power
Brian Power, 58, has served on AHNR’s board since December 23, 2003; he previously was CEO/President (2003–2005) and currently serves as an independent director and Audit Committee member deemed financially literate under NI 52‑110 and the company’s criteria . He attended Solano Community College and the University of California, Davis (no degree disclosed) and brings operating and entrepreneurial experience across aviation holdings, hospitality, broadcasting, and marine technology ventures . He is the brother of CEO John C. Power, a material relationship that the company discloses under “Family Relationships,” while still classifying Brian as independent under NI 52‑110 and NASDAQ 4200(a)(15) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Air Exposition, LLC | Founder & Co‑Managing Member | Mar 2010–present | Private California holding company investing in antique aircraft |
| Spirit of Adventure, LLC | Co‑founder & Managing Member | Oct 1998–2005 | Deep‑ocean exploration tech; designed/built advanced manned submersibles |
| Snuba, Incorporated | Director | 1996–Dec 2023 | Manufacturer/licensor of ocean diving systems |
| Wyoming Resorts, LLC | Co‑Managing Member | Jun 1997–Jun 2017 | Owned/operated historic hotel in Thermopolis, WY |
| Power Vacaville, LP | General Partner | Jan 2008–present | Real estate investment firm |
| The Tide Community Broadcasting, Inc. | Vice President & Director | Jul 2012–present | Broadcasting; ongoing governance role |
External Roles
| Category | Company/Institution | Role | Status |
|---|---|---|---|
| Canadian reporting issuers | None | — | Nil as of proxy date |
| U.S. Exchange Act Section 12 issuers | None | — | N/A as of proxy date |
| Private/Non‑public | See Past Roles | Director/Executive | Active where indicated |
Board Governance
- Board/committee composition: The Board consisted of three directors (John C. Power, Brian Power, John E. Hiner) with two nominees (Koby Kushner, David Goodman) at the time of the proxy; Brian is classified as independent under NI 52‑110 and NASDAQ 4200(a)(15) .
- Committees: Standing Audit Committee; members: John C. Power (not independent), Brian Power (independent), and Chair John E. Hiner (independent); all are financially literate .
- Attendance (FY2023): Brian attended 12/12 Board meetings and 5/5 Audit Committee meetings (100% attendance) .
- Independence and family ties: The company discloses that John C. Power and Brian Power are brothers; nonetheless, Brian is designated independent by the Board under NI 52‑110/NASDAQ standards .
- Hedging policy: The corporation does not currently have a policy restricting hedging transactions by directors/executives (e.g., collars, forwards, swaps) — an alignment risk .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Director cash fees | $7,500 | $0 |
| Stock awards (grant‑date fair value) | $0 | $10,000 |
| Option awards (grant‑date fair value) | $0 | $0 |
| Total director compensation | $7,500 | $10,000 |
Notes: Company disclosure states non‑executive directors may be granted non‑qualified stock options at Board discretion; in 2024, compensation shifted to stock awards for non‑executive directors (option award value was $0) .
Performance Compensation
| Component | Metric/Structure | Target/Weighting | Payout Determination |
|---|---|---|---|
| Director equity | Stock awards (time‑based) | Not disclosed | No performance metrics disclosed for director equity; 2024 stock award FV $10,000 |
| Director options | Non‑qualified stock options | Not disclosed | Awards at Board discretion; no 2024 option grant value for directors |
No performance‑based metrics (TSR, revenue/EBITDA, ESG) are disclosed for director compensation .
Other Directorships & Interlocks
| Type | Entity | Role | Relevance/Notes |
|---|---|---|---|
| Public company directorships (Canada) | None | — | Nil as of proxy date |
| Public company directorships (U.S. Section 12) | None | — | N/A as of proxy date |
| Interlocks/Relationships | John C. Power (CEO) | Sibling | Family relationship disclosed; both serve on Audit Committee (John C. not independent) |
Expertise & Qualifications
- Audit Committee financial literacy affirmed; experience sufficient for understanding accounting principles, estimates, internal controls, and financial reporting complexity expected for the company .
- Operating/entrepreneurial background across aviation holdings, hospitality, real estate, broadcasting, and marine technology; long‑tenured AHNR director/officer .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 2,457,142 |
| % of shares outstanding | 1.3% (based on 194,803,633 shares at record date) |
| Direct common shares | 1,278,571 |
| Vested stock options | 1,000,000 (500,000 @ $0.09 exp. 3/22/26; 500,000 @ $0.06 exp. 10/12/32) |
| Warrants | 178,571 (from 2023 private placement participation) |
| Unvested equity | None disclosed for directors |
| Pledging/Hedging | No hedging policy; pledging not disclosed |
Option detail:
- 500,000 options @ $0.09, expiring 3/22/2026 (exercisable) .
- 500,000 options @ $0.06, expiring 10/12/2032 (exercisable) .
Insider transaction (capital raise participation):
- April 24, 2023: Purchased 178,571 Units at CAD $0.07 per Unit (each Unit: 1 common share + 1 warrant @ CAD $0.10, 2‑year term; subject to acceleration on CSE VWAP trigger). Insider participants included Brian Power among others .
Governance Assessment
-
Strengths
- 100% attendance (12/12 Board; 5/5 Audit) demonstrates robust engagement .
- Audit Committee chaired by an independent director (Hiner), with Brian also independent and financially literate; majority of committee independent .
- Meaningful equity ownership (1.3%), with direct shares, vested options, and warrants indicating alignment via “skin in the game” .
-
Risks / RED FLAGS
- Family relationship: Brian is the CEO’s brother, and both sit on the Audit Committee (John C. is not independent). While the company deems Brian independent, this relationship can raise investor concerns about true independence and committee oversight .
- No hedging policy: Absence of a director/executive hedging policy (collars/swaps/forwards) weakens alignment safeguards versus best practices .
- Insider participation in financings: Brian’s participation in the 2023 private placement is common in micro‑cap resource issuers but can heighten related‑party optics; terms and transparency are disclosed .
-
Compensation structure signals
- Shift from cash fees in 2023 ($7,500) to stock awards in 2024 ($10,000) increases equity‑based exposure but lacks performance conditions (time‑based/unspecified stock awards; no performance metric disclosure) .
-
Compliance
- Section 16(a)/NI 55‑104: Company states officers/directors/10% holders timely filed required ownership reports for FY2023 based on reports received (no delinquencies noted) .
Board Governance Details
| Item | Detail |
|---|---|
| Committee memberships | Audit Committee member; financially literate |
| Committee chair roles | None (Audit chaired by John E. Hiner) |
| Independence status | Independent (NI 52‑110/NASDAQ 4200(a)(15)) |
| Attendance (FY2023) | Board 12/12; Audit 5/5 |
| Years of service | Director since Dec 23, 2003 |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
Director Compensation (Structure and Outstanding Awards)
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $7,500 | $0 |
| Committee/meeting fees | Not disclosed | Not disclosed |
| Equity grants (annual) | None disclosed | Stock awards $10,000 FV |
| Option grants (new) | None disclosed | None (option award value $0) |
| Outstanding options | 500,000 @ $0.09 exp. 3/22/26; 500,000 @ $0.06 exp. 10/12/32 (both exercisable) |
Policies and practices:
- Directors may be granted non‑qualified stock options at Board discretion; in 2024 equity was delivered via stock awards rather than options (no option grant value recorded) .
- No disclosure of director stock ownership guidelines, clawback, or pledging restrictions; no hedging policy in place .
Related‑Party/Insider Transactions
- Insider private placement: On April 24, 2023, AHNR closed a non‑brokered private placement at CAD $0.07 per Unit; Brian Power purchased 178,571 Units (each Unit = 1 share + 1 warrant @ CAD $0.10 for two years; acceleration on CSE VWAP trigger). Other insiders also participated; terms disclosed in proxy .
Summary Signals for Investors
- Engagement and oversight: Excellent attendance and financial literacy are positives for committee effectiveness .
- Independence optics: Family relationship with the CEO, combined with both brothers serving on the Audit Committee (albeit with an independent chair and majority), is an atypical structure that may concern governance‑focused investors .
- Alignment: Equity ownership and 2024 stock‑based director pay improve alignment, but lack of a hedging policy and no disclosed ownership guidelines are below many institutional best practices .