Brian Hodges
About Brian Hodges
Brian Hodges, age 71, has served as an independent director of Concrete Pumping Holdings, Inc. (BBCP) since December 2018 and is the Board’s Vice Chair and Chair of the Compensation Committee. He is a chemical engineer (B.Ch.E., University of Newcastle) with decades of leadership in steel manufacturing, raw materials, logistics, and industrial operations, including as CEO of Bradken (ASX:BKN). He is classified as independent under Nasdaq rules, and the Board’s structure provides for executive sessions of independent directors at each regularly scheduled Board and committee meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bradken (ASX:BKN) | Managing Director & CEO | Aug 1997 – Dec 2015 | Led through significant corporate change under four different owners; extensive experience in raw material production, processing, supply/logistics, and steel manufacturing |
| Industrea Acquisition Corp. | Director | Jul 2017 – Dec 2018 | Public SPAC director experience prior to BBCP combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Hodges in the proxy |
Board Governance
- Class II director; current term runs until the 2026 annual meeting (staggered board, three-year terms). Vice Chair of the Board; neither the Chair nor Vice Chair is a company officer, supporting independent leadership separation .
- Committee assignments: Chair, Compensation Committee. Compensation Committee members: Armstrong, Hodges, Morgan, Cheesman. Audit Committee (Armstrong, Piecuch—Chair, Cheesman) and Corporate Governance & Nominating (Faust, Morgan—Chair, Hall, Alarcon) are all independent .
- Attendance: In FY2024, Board met 7 times; Audit 4; Compensation 4; CG&N 1. All directors attended at least 75% of Board and applicable committee meetings; nine directors attended the 2024 annual meeting .
- Governance policies: Related party transactions reviewed/approved by the Audit Committee; the Insider Trading Policy prohibits hedging and pledging of company securities by directors, officers, and employees; equity grant procedures avoid MNPI timing and are overseen by the Compensation Committee .
Committee Assignments (Hodges)
| Committee | Hodges Role | Key Responsibilities |
|---|---|---|
| Compensation Committee | Chair | Reviews/approves director and executive compensation; oversees employment agreements; administers stock/incentive plans; ensures pay programs do not encourage excessive risk |
| Board of Directors | Vice Chair | Works with Chair and CEO/CFO on strategy, IR, financing, and M&A; contributes to governance and independent oversight |
Fixed Compensation
| Director | FY2024 Annual Retainer (Cash) | Additional Chair/Vice Chair Retainer (Cash) | Total Cash |
|---|---|---|---|
| Brian Hodges | $112,000 | $50,000 (Vice Chair/Comp Committee Chair) | $162,000 |
The proxy discloses cash-only compensation for non-employee directors; no equity grants, meeting fees, or other material arrangements for directors were disclosed .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| None disclosed for directors | — | — | — | — | — |
The proxy does not disclose any equity or performance-based compensation for non-employee directors; compensation is limited to cash retainers .
Other Directorships & Interlocks
| Relationship | Entity | Nature | Evidence |
|---|---|---|---|
| Prior CEO role | Bradken | Hodges served as CEO/MD (1997–2015) | |
| Shared past employer (interlock within BBCP board) | Bradken | Tom Armstrong (BBCP director) held senior executive roles at Bradken/affiliates (incl. COO Engineered Products) |
Expertise & Qualifications
- Chemical engineering degree; deep operations background in steel manufacturing, supply chain, and industrial production .
- Led complex corporate transitions under multiple owners; experience in leadership, strategy, and M&A in industrials .
- Independent director per Nasdaq standards; engages in executive sessions without management .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (common shares) | 52,085 |
| Ownership % of outstanding common | <1% (“*” in proxy) |
| Included components | 28,750 founder shares (converted Dec 6, 2018) ; 8,535 shares from exchange of 55,500 private placement warrants (Apr 26, 2019) |
| Pledging/Hedging | Prohibited by company policy for directors, officers, employees |
Governance Assessment
- Strengths: Independent status; Vice Chair and Compensation Committee Chair roles provide meaningful influence on governance and pay oversight; consistent attendance; robust policies (related-party review; anti-hedging/pledging; independent committee executive sessions) that enhance investor protections .
- Alignment considerations: Director pay is cash-only with no disclosed equity grants to directors, which may limit direct alignment of director compensation with shareholder returns (though Hodges holds shares) .
- Conflicts/Related-party exposure: No related-party transactions disclosed involving Hodges; Board/Audit Committee oversee RPTs under formal policies .
- Control/nomination dynamics: Significant stockholder influence exists via CFLL/Argand and Peninsula nomination rights (three designees when thresholds met), which shapes board composition; Hodges is not listed as a Peninsula designee, but this environment is relevant to governance independence at large .
No delinquent Section 16 filings were noted for Hodges in FY2024; proxy noted late Form 4s for Bruce Young and Iain Humphries related to RSU grants (not Hodges) .