Brian Posner
About Brian Posner
Brian Posner (age 63) is an independent director of Firefly Neuroscience, Inc. (AIFF) since August 2024, serving as Audit Committee Chair and designated “audit committee financial expert.” He is a former CFO across multiple public life sciences and emerging tech companies and currently consults to electroCore (ECOR) through January 2026; he holds a B.S. in Accounting (Queens College) and an MBA in Managerial Accounting (Pace University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| electroCore, Inc. (Nasdaq: ECOR) | Chief Financial Officer; later Consultant | CFO: Apr 2019–Oct 2024; Consultant to Jan 2026 | Led public company finance; continuing advisory |
| Cellectar Biosciences | Chief Financial Officer | Not disclosed | Public company CFO experience |
| Alliqua BioMedical | Chief Financial Officer | Not disclosed | Public company CFO experience |
| Ocean Power Technologies | Chief Financial Officer | Not disclosed | Public company CFO experience |
| Power Medical Interventions | Chief Financial Officer | Not disclosed | Public company CFO experience |
| Pharmacopeia | Chief Financial Officer | Not disclosed | Public company CFO experience |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| Stran & Company, Inc. (Nasdaq: SWAG) | Independent Director; Audit Committee Chair | Jul 2025 | Audit leadership |
| Oral Biolife | Board Member | Aug 2025 | Board service |
Board Governance
- Classification and term: Class II director; Class II terms expire at the second annual meeting following the filing date; board is classified into three classes .
- Independence: Board determined Posner is independent under Nasdaq rules; only Lipschitz and DeCaprio are non-independent .
- Committees:
- Audit Committee: Chair (Posner); members Menawat, Vnook. Posner is the “audit committee financial expert” .
- Compensation Committee: Members Menawat (Chair), Vnook, Posner .
- Nominating & Corporate Governance Committee: Members Vnook (Chair), Menawat, Posner .
- Attendance: 2024/2025 director-specific attendance rates not disclosed; 2023 attendance data pertains to pre-merger board; current directors did not attend 2023 meetings held before the merger .
- Executive sessions: Not disclosed .
Fixed Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Annual cash retainer | None disclosed | Company states non-employee directors received no monetary compensation in periods reported |
| Committee membership fees | None disclosed | No cash committee fees disclosed |
| Committee chair premiums | None disclosed | No cash chair fees disclosed |
| Meeting fees | None disclosed | No meeting fees disclosed |
Performance Compensation
| Grant Date | Award Type | Units/Shares | Vesting Schedule | Key Terms |
|---|---|---|---|---|
| Mar 10, 2025 | Deferred Stock Units (DSUs) | 16,667 | Not specified in agreement | Granted under 2024 Long-Term Incentive Plan |
| Oct 28, 2025 | Deferred Stock Units (DSUs) | 49,262 | Quarterly vesting: 12,315 (Jan 28, 2026); 12,315 (Apr 28, 2026); 12,316 (Jul 28, 2026); 12,316 (Oct 28, 2026) | Granted under 2024 Long-Term Incentive Plan, time-based vesting |
Performance metrics tied to director compensation: None disclosed for DSU awards (time-based vesting; no performance criteria in Posner’s DSU agreements) .
Other Directorships & Interlocks
| Company | Relationship to AIFF | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Stran & Company, Inc. (SWAG) | Unrelated sector | Independent Director; Audit Chair (since Jul 2025) | No disclosed business dealings with AIFF |
| Oral Biolife | Private/early-stage | Board Member (since Aug 2025) | No disclosed transactions with AIFF |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; SEC-designated “audit committee financial expert” .
- Public markets CFO depth across multiple issuers; governance and capital markets expertise .
- Education: B.S. Accounting (Queens College), MBA in Managerial Accounting (Pace University) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Brian Posner | 16,667 | <1% (approx. 0.12% = 16,667 / 13,448,848) | Vested DSUs (deferred stock units) |
- Vested vs. unvested: 16,667 vested DSUs as of Sept 4, 2025 record date; additional 49,262 DSUs granted Oct 28, 2025 vest through 2026 (not reflected in Sept 2025 beneficial table) .
- Pledging/hedging: Insider Trading Policy adopted; no pledging disclosures for Posner .
Governance Assessment
- Strengths:
- Independence and audit chair role with “financial expert” designation support board effectiveness and investor confidence .
- Compensation is equity-oriented via DSUs, aligning director interests with shareholders without cash retainers disclosed for FY2024 .
- No related-party transactions or legal proceedings involving Posner disclosed, limiting conflict risk .
- Watch items:
- Consulting relationship with electroCore through Jan 2026 suggests time-commitment considerations; Board independence determination stands, but monitor overlap or engagements that could arise .
- Lack of disclosed attendance metrics for 2024–2025; consider seeking future proxies/8-Ks for director engagement clarity .
Insider Ownership Filings and Grants
| Date | Filing/Agreement | Summary |
|---|---|---|
| Sep 13, 2024 | Form 3 | Initial statement of beneficial ownership; no securities then owned |
| Mar 10, 2025 | DSU Agreement | 16,667 DSUs granted under 2024 Plan |
| Oct 28, 2025 | DSU Agreement | 49,262 DSUs granted; quarterly vesting through Oct 2026 |
Related Party Transactions (Director-Specific)
- Company disclosures indicate no transactions >$120,000 involving directors (other than non-Posner items referenced) since Jan 1, 2024; no transactions implicating Posner were disclosed .
Compensation Structure Analysis (Director)
- Mix and trends: FY2024 shows equity-based compensation for non-employee directors and no cash retainers; Posner’s DSUs in 2025 indicate ongoing equity alignment .
- Performance linkage: Posner’s DSUs vest based on service time rather than financial/ESG performance metrics—lower pay-for-performance sensitivity typical for directors .
- Repricing/modifications: No option repricing or award modifications disclosed for directors; Posner has DSUs (not options) .
Risk Indicators & Red Flags
- Legal/SEC issues: None disclosed for Posner (past ten years) .
- Hedging/pledging: Policy exists; no Posner pledging disclosed .
- Related-party transactions: None disclosed for Posner .
- Say-on-pay votes: Not on 2025 ballot; meeting results to be filed via 8-K post-meeting .
Compensation Committee Analysis (Context)
- Composition: Menawat (Chair), Vnook, Posner; all independent; scope includes director and executive pay, equity programs, severance/change-in-control provisions for executives .
- Consultant conflicts: None disclosed; committee retains authority to use independent advisors .
RED FLAGS: None material disclosed relating to Posner. Monitor potential time conflicts due to concurrent consulting role and ensure transparent attendance reporting in future filings .