Brian Brown
About Brian Brown
Brian M. Brown is Chief Legal and Compliance Officer (CLCO), Secretary, and a director at AvePoint. He has served as CLCO and director since July 2021 and previously was AvePoint’s Chief Operating Officer and General Counsel from 2004 to 2021. He holds a B.A. from the University of Michigan and a J.D. from Michigan State University; age 52 as of the 2025 proxy . Board tenure dates to 2008; he is not independent due to his executive role . Performance context: 2024 results exceeded targets with Total Revenue $330.5M, ARR $327.0M, and non‑GAAP operating income $47.6M; the AIP paid at 115.9% of target. Company TSR for 2024 (Value of $100) was 134.78, reflecting strong stock performance during the year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AvePoint | Chief Legal & Compliance Officer; Secretary; Director | 2021–present | Oversees legal, compliance, board governance; executive director providing legal/compliance risk oversight to Board and management |
| AvePoint | Chief Operating Officer & General Counsel | 2004–2021 | Led operations and legal function during scale-up and public listing processes |
| McGuireWoods LLP | Attorney (Securities and M&A) | Prior to 2004 | Brought public-company and transactional expertise to AvePoint’s legal/compliance framework |
External Roles
- No current public company directorships or committee roles disclosed for Mr. Brown outside AvePoint .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $350,000 | $350,000 | $365,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Incentive Paid (USD) | $245,000 | $364,350 | $423,000 (115.9% payout) |
Performance Compensation
- Annual Incentive Plan (AIP) – 2024 design and results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs target |
|---|---|---|---|---|---|---|
| Total Revenue ($M) | 40% | 299.6 | 325.6 | 351.6 | 330.5 | 101.5% |
| ARR ($M) | 40% | 298.3 | 324.2 | 350.1 | 327.0 | 100.9% |
| Non‑GAAP Operating Income ($M) | 20% | 28.6 | 35.8 | 43.0 | 47.6 | 133.1% |
| Weighted AIP payout | – | – | – | – | – | 115.9% |
- Long‑term equity (2024 grants to Brian Brown)
| Award type | Grant date | Units/Options | Grant date FV (USD) | Vesting design |
|---|---|---|---|---|
| PRSUs | 5‑Mar‑2024 | 33,512 | $250,000 | Four‑year: 50% at 2 years, remainder quarterly over 8 quarters; payout 50–150% of target based on 2025 GAAP op income (25%) and 2025 Rule of 40 (75%) |
| RSUs | 5‑Mar‑2024 | 100,536 | $749,999 | Four‑year: 25% after 1 year, then quarterly over 12 quarters |
- Realization indicators
- Options exercised in 2024: 30,000; value realized $496,629 (implies some monetizeable equity and potential supply dynamics) .
- Earn‑Out Shares issued Dec‑2024: 75,542 to Mr. Brown upon stock price triggers ($12.50/$15.00/$17.50 thresholds achieved), adding incremental free-trading shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,208,407 shares (1.56% of outstanding) |
| Breakdown (within 60 days of record date) | Common: 1,046,029; Options exercisable: 2,147,842; RSUs vesting: 14,536 |
| Anti‑hedging/anti‑pledging | Directors and officers are prohibited from hedging or pledging AvePoint equity; any waiver would require CLCO and Audit Committee review |
| Ownership guidelines | No specific executive ownership multiple disclosed in the proxy . |
Selected outstanding awards (market value at 12/31/2024, $16.51/share):
- 2024 RSUs: 100,536 units; value $1,659,849 .
- 2024 PRSUs: 8,378 and 25,134 units shown; values $138,321 and $414,962; performance‑based vesting (50–150%) .
- Prior RSUs (2013–2023 cohorts) vesting quarterly continue to deliver supply over time .
Employment Terms
| Feature | Brian Brown (CLCO) |
|---|---|
| Employment term | At‑will; initial 3‑year agreement (Jan 2021), auto-renews annually |
| Severance (no CIC) | 18 months base salary plus average bonus (prior 2 years), paid in installments; up to 18 months COBRA (or taxable equivalent) |
| Equity on non‑CIC termination | Time‑based equity vests as if 18 additional months of service; performance‑based equity excluded |
| Change‑in‑control (CIC) treatment | Full acceleration of all equity if in continuous service through closing, or if terminated without Cause/for Good Reason in the 3 months before closing; PRSUs valued at target for disclosure |
| Non‑compete / non‑solicit | Not specifically disclosed in proxy summary; not asserted here absent disclosure |
Potential payments table (12/31/2024 values):
- Without cause / Good Reason: $5,288,596.23 (cash + equity acceleration + benefits) .
- Change in Control: $6,580,595.31 (primarily equity acceleration) .
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2008; currently Class II (term expires 2026) |
| Independence | Not independent (executive officer) |
| Committee roles | No committee service listed for Mr. Brown; committees comprised of independent directors |
| Board leadership | Executive Chairman (X. Gong) with Lead Independent Director (J. Teper) |
| Board/committee activity (2024) | Board met 7x; Audit 5x; Compensation 4x; Nominating 4x; all directors ≥75% attendance |
| Director pay | Employee directors (Gong, Jiang, Brown) receive no additional director compensation |
Director Compensation (for reference; employee director)
- Non‑employee director program (cash retainers and $175,000 annual RSU) does not apply to Mr. Brown as an employee director .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, salary $365k and bonus $423k vs equity grant-date values ~$1.0M (RSU/PRSU). Increased reliance on RSUs/PRSUs (no option grant to Brown in 2024), shifting from 2023 mix that included options—reduces risk to recipient versus options and emphasizes retention plus multi‑year performance via PRSUs .
- Performance linkage: AIP tied to revenue (40%), ARR (40%), and profitability (20% non‑GAAP op income in 2024); 2025 plan will tighten to GAAP operating income for the profitability leg, increasing accounting rigor .
- Peer benchmarking and governance: Independent consultant (Compensia) supports peer group and market analyses; 2024 say‑on‑pay approval was 92.44%, indicating strong shareholder support for design and outcomes .
- Clawback/hedging/pledging: Anti‑hedging and anti‑pledging policies are in force; explicit clawback provisions were not detailed in the proxy excerpt cited here .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary (USD) | Stock Awards (USD) | Option Awards (USD) | Non‑Equity Incentive (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2024 | $365,000 | $999,998 | — | $423,000 | $1,787,998 |
| 2023 | $350,000 | $750,000 | $250,001 | $364,350 | $1,714,351 |
| 2022 | $350,000 | $322,500 | $107,501 | $245,000 | $1,025,001 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92.44% of votes in favor; committee concluded design has strong support .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors/officers (reduces misalignment risk) .
- Related‑party transactions: No related‑party transactions disclosed for Mr. Brown; a separate item involved CFO’s family member and was Audit Committee‑approved .
- Trading/realization: Options exercises (30,000 in 2024) and significant ongoing quarterly RSU/PRSU vesting could create periodic selling pressure; monitor 10b5‑1 plans and Form 4s for supply signals .
Expertise & Qualifications
- Legal and compliance leadership across public-company transition; extensive SaaS operations familiarity; international entity formation and legal operations expertise cited by the Board .
Employment Terms (Severance/CIC) – Detail
| Provision | Brown (summary) |
|---|---|
| Cash severance | 18 months base + average bonus (prior 2 years) if terminated without Cause/for Good Reason |
| Benefits | Up to 18 months COBRA (or taxable equivalent) |
| Equity (non‑CIC) | Time‑based awards accelerate as if 18 months of service; performance awards excluded |
| Equity (CIC) | Full acceleration upon CIC (if in service at closing or qualifying termination in 3 months pre‑CIC); PRSUs at target for disclosure |
Investment Implications
- Alignment: Large equity exposure (1.56% ownership including significant vested options/RSUs) and anti‑hedging/pledging policy support alignment; PRSUs add multi‑year performance linkage, while RSUs add retention value .
- Near‑term supply: Quarterly vesting of sizeable RSU/PRSU grants and evidence of 2024 option exercise suggest a steady flow of potential sellable shares; monitor insider filings and any 10b5‑1 plans for execution cadence .
- Pay for performance: 2024 payout (115.9% of target) was driven by beats on revenue, ARR, and profitability; the 2025 shift to GAAP operating income tightens quality of earnings discipline, a positive for governance‑minded investors .
- Governance/independence: Dual role as executive and director is mitigated by a majority‑independent board, fully independent committees, and a strong Lead Independent Director framework; however, no committee role for Brown preserves committee independence .