Michael Brand
About Michael Brand
Michael Brand (age 67) is an independent director of Air Industries Group (AIRI) and has served on the Board since 2012. He spent 32 years in aerospace manufacturing with leadership roles spanning jet engines and landing gear; he joined Goodrich in 2005 as President of Goodrich Landing Gear after senior roles at GE Aircraft Engines and Teleflex Aerospace. He holds a BS from Clarkson University, with advanced degrees/certificates from Xavier University and the Wharton School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodrich Landing Gear | President | Joined in 2005 (end date not disclosed) | Operational leadership in landing gear manufacturing |
| GE Aircraft Engines | Senior management roles | Not disclosed | Aerospace operations leadership |
| Teleflex Aerospace | Senior management roles | Not disclosed | Aerospace operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Michael Brand in the proxy . |
Board Governance
- Independence: The Board determined Brand is independent under NYSE American Rule 803A(2) .
- Committee assignments (FY2024): Audit Committee (member; Chair: Michael Porcelain), Compensation Committee (member), Nominating Committee (member) .
- Meeting activity (FY2024): Board met 7 times; Audit 5; Compensation 4; Nominating 1 .
- Attendance: Each director attended >75% of Board and applicable committee meetings in 2024 .
- Board structure: Chairman is a non-employee director; Board oversees risk with committee reporting .
Fixed Compensation
Director compensation detail for Michael Brand:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 33,494 | 37,500 |
| Stock Awards ($) | — | — |
| Option Awards ($) (grant date fair value) | 7,222 | 16,050 |
| Total ($) | 40,716 | 53,550 |
Additional structure/context:
- Some directors elect to receive fees in shares; in 2024, directors were awarded an aggregate of 39,845 shares in lieu of cash, and the entire Board received options to purchase an aggregate of 80,000 shares .
- Director compensation is overseen by the Compensation Committee; non-employee directors may receive option grants and reimbursement of reasonable expenses .
Performance Compensation
- Independent directors are not paid annual performance bonuses or tied to explicit financial/ESG metrics; equity compensation is via annual stock option awards and, for some directors, stock in lieu of cash retainers .
- Program structure indicators (2024):
- Board option grants (aggregate): 80,000 shares .
- Director fees paid in shares: 39,845 shares aggregate .
- No director-specific performance metrics disclosed for equity awards .
Other Directorships & Interlocks
| Person | External Public Boards | Notable Interlocks/Notes |
|---|---|---|
| Michael Brand | None disclosed in proxy | None disclosed; independent director |
- Related-party backdrop (Board-level): The company incurred $472,000 of interest expense in 2024 on subordinated notes held by Michael and Robert Taglich and affiliates; outstanding convertible/debt balances remained post year-end. No related-party transactions involving Brand were disclosed. The Audit Committee (including Brand) reviews related person transactions per policy .
Expertise & Qualifications
- 32-year aerospace manufacturing track record with leadership in jet engines and landing gear (Goodrich Landing Gear President; prior GE Aircraft Engines, Teleflex Aerospace) .
- Audit Committee member with Board-determined financial literacy (Audit Chair Porcelain designated as “financial expert”) .
- Education: BS Clarkson University; advanced degrees/certificates from Xavier University and the Wharton School .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Includes Options Exercisable ≤60 Days | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|
| Michael Brand | 25,511 | 19,260 | <1% | 3,764,237 shares outstanding as of Apr 30, 2025 |
Notes:
- Table reflects beneficial ownership as of April 30, 2025; less than 1% indicates below threshold for rounding to one percent .
- No pledging by Brand disclosed; no director-specific hedging/pledging policy disclosure found in the cited sections .
Governance Assessment
-
Strengths:
- Independent status with multi-committee roles (Audit, Compensation, Nominating) supports robust oversight; attendance >75% and active committee cadence (Audit 5, Compensation 4, Nominating 1) indicate engagement .
- Relevant sector expertise (aerospace operations/leadership) aligns with AIRI’s business, enhancing board effectiveness .
- Ownership alignment: Beneficial ownership (including vested options) provides some “skin in the game,” though position is <1% of shares outstanding .
-
Watch items / potential risks:
- Board-level related-party exposure via Taglich-affiliated debt/convertible notes underscores the importance of strong independent oversight on Audit and Compensation Committees; no Brand-specific conflicts disclosed .
- Director equity program relies on options and stock in lieu of cash for some directors; while generally alignment-positive, lack of disclosed vesting/strike details by director limits transparency into time-based vs. performance-based alignment for directors .
-
Compensation structure trends:
- For Brand, cash retainer rose from $33,494 (2023) to $37,500 (2024), and option award grant-date fair value rose from $7,222 to $16,050, increasing the at-risk equity component year over year .
- Aggregate 2024 Board equity issuance (80,000 options; 39,845 shares in lieu of cash) signals continued emphasis on equity alignment (and cash conservation), consistent with small-cap governance practices .