Brian Cole
About Brian Cole
Brian Cole (age 44 as of August 25, 2025) is an independent director of AIRE and Chair of the Compensation Committee; he has served on AIRE’s board since April 2021 . Cole is Managing Director in Baird’s Technology & Services Investment Banking Group (since March 2010) and previously was a manager in PwC’s Transaction Services practice; he holds an MBA and BS in Business from Indiana University’s Kelley School of Business (with honors) . The board has determined Cole is independent under Nasdaq and Exchange Act Rules 10A-3 and 10C-1 (only the Executive Chairman is not independent) . In 2024, each director attended at least 75% of board/committee meetings; the board held 5 meetings, Audit 2, Compensation 1, and Governance 0 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (Transaction Services) | Manager | Pre–Mar 2010 | Led M&A advisory and financial due diligence for PE/corporate clients (LBOs, carve-outs, take-privates, JVs) |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Baird – Technology & Services Investment Banking Group | Managing Director | Mar 2010–Present | Leads M&A and capital raising for tech-enabled outsourcing companies |
Board Governance
- Independence: Independent director per Nasdaq/Exchange Act standards; only Executive Chairman not independent .
- Committee assignments and chair roles:
- Audit Committee: Member (financially literate); committee chaired by Balaji Swaminathan; Balaji designated audit committee financial expert .
- Compensation Committee: Chair; all members independent .
- Nominating & Governance Committee: Member; chaired by Dimitrios Angelis; all members independent .
- Attendance and meetings (FY2024): Board (5), Audit (2), Compensation (1), Governance (0); each director attended ≥75% of applicable meetings .
- Risk oversight: Audit Committee oversees major financial risk exposures including cybersecurity, IT and data security risks .
- Compensation committee interlocks: None; no insider participation; no reciprocal interlocks disclosed .
- Policies: Code of Conduct; insider trading policy with mandatory pre-clearance for directors and 48-hour trade window; clawback policy (executive STIP awards subject to clawback) .
Fixed Compensation
| Period | Annual Cash Retainer ($) | Committee/Chair Fees ($) | Equity/Stock Awards ($) | Notes |
|---|---|---|---|---|
| Transition period ended Dec 31, 2023 | 16,667 | — | — | Pro-rated retainer; no stock/options for Cole |
| Year ended Dec 31, 2024 | 25,000 | — | — | Standard annual cash retainer; Angelis/Swaminathan received separate one-time stock awards; Cole did not |
- Policy change: On Aug 11, 2025, the board approved shifting director compensation from $25,000 cash to equity awards of equivalent value, issued quarterly starting Q3 2025, to build director ownership and align with shareholder returns .
Performance Compensation
| Component | Metric(s) | Targets/Measurement | Payout/Status |
|---|---|---|---|
| Director compensation (Cole) | None (no performance-based components) | Not applicable | No options/RSUs/PSUs to Cole in 2023–2024; retainer only; retainer converts to equity (time-based) from Q3’25 |
- Compensation consultant: Compensation Committee charter permits retaining an independent consultant; none retained .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| No other public company directorships disclosed for Brian Cole in AIRE’s 2024–2025 proxies | — | — | Biography lists banking roles; no additional public boards cited |
| Interlocks | — | — | No compensation committee interlocks or insider participation disclosed |
Expertise & Qualifications
- Domain expertise: Financial services/investment banking; M&A and capital raising; transactions/due diligence .
- Financial acumen: Audit Committee member; board states all Audit members are financially literate (Balaji designated financial expert) .
- Education: MBA and BS (Business), Indiana University Kelley School of Business (with honors) .
Equity Ownership
| Holder | As of 10/23/2024 | % Outstanding | As of 8/11/2025 | % Outstanding |
|---|---|---|---|---|
| Brian Cole | 368,499 shares | <1% | 368,499 shares | <1% |
- Basis: 45,864,503 shares outstanding as of Oct 23, 2024; 83,765,739 common shares and 264,063 Series A Preferred outstanding as of Aug 11, 2025 .
- Ownership alignment: Director compensation moves to equity from Q3 2025 to build ownership stakes .
Governance Assessment
-
Positives
- Independence and roles: Cole is independent, chairs the Compensation Committee, and serves on Audit and Governance—positioning him to influence pay design, oversight, and governance frameworks .
- Financial skillset: Deep M&A/due diligence background supports Audit Committee duties; Audit members deemed financially literate .
- Alignment improving: Transition from cash retainer to equity retainer (from Q3’25) increases director-shareholder alignment; Cole already holds 368,499 shares (<1%) .
- Attendance: At least 75% attendance in 2024 across board/committee meetings .
- No disclosed RPTs involving Cole: Related-party items disclosed involve others (e.g., loans at subsidiary AiChat and with director Balaji Swaminathan); audit committee has a formal RPT review policy .
-
Watch items / potential risks
- Meeting cadence: Compensation Committee met once and Governance Committee did not meet in 2024—light cadence may constrain oversight in a high-change period .
- No comp consultant: Committee did not retain an independent compensation consultant, which can be a governance best practice during transitions or program redesigns .
- Broader board RPT exposure: While none involve Cole, related-party loans elsewhere on the board warrant continued audit oversight to avoid conflicts optics .
-
Shareholder votes: As an EGC, AIRE is not required to hold say‑on‑pay/frequency votes; pay-versus-performance disclosures are also not required while EGC status persists .