Bernard Puckett
About Bernard Puckett
Bernard Puckett, 81, is an independent Class III director and currently serves as Chairperson of the Board at Brand Engagement Network Inc. (BEN). He joined BEN in April 2023 and has been a director since 2024; prior roles include Chairman of Frequentz, Chairman of Openwave Systems Ltd., CEO of SkyTel Group, and EVP at IBM, reflecting deep operating and technology leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frequentz | Chairman of the Board | Not disclosed | Oversight of governance and strategy |
| Openwave Systems Ltd. | Chairman of the Board | Not disclosed | Oversight of governance and strategy |
| SkyTel Group | Chief Executive Officer | 1994–1996 | Led operations and corporate strategy |
| IBM | Executive Vice President | Not disclosed | Senior leadership at a blue‑chip technology company |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Prior public company boards | Not disclosed |
| Non‑profit/academic/private boards | Frequentz; Openwave Systems Ltd. (company type not specified) |
| Interlocks/potential conflicts | None disclosed for Puckett |
Board Governance
- Role: Independent Chairperson of the Board; separation of Chair and CEO with Jon Leibowitz appointed Vice Chairman; Board believes independent board leadership best serves shareholders while the Acting CEO focuses on operations .
- Independence: The Board determined Puckett is independent under NASDAQ rules and Exchange Act Rule 10A‑3 .
- Committees: Not currently a member of standing committees (Audit, Compensation, Nominating & Corporate Governance, Special Litigation) .
- Prior committee service: Served on the Audit Committee at the time BEN’s FY2024 audited financials were issued (committee then comprised Puckett, Leibowitz, Grasso); currently, Audit Committee membership is Isaacs and Leibowitz .
- Attendance and engagement: In 2024, all incumbent directors attended >75% of the aggregate Board and applicable committee meetings; Board met 8x, Audit 4x, Compensation 1x, Nominating 0x .
- Risk oversight: Board formed a Special Litigation Committee (SLC) in August 2025 to independently manage litigation risk; members are independent directors Jon Leibowitz (Chair) and Richard Isaacs; Puckett is not on the SLC .
Fixed Compensation
| Component (Director—Puckett) | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $0 | No cash fees in 2024 |
| Stock awards (grant‑date fair value) | $97,794 | Includes initial 10,000 shares at $7.70 and restricted stock for 2024 service granted Jan 2, 2025 at $1.07 |
| Total | $97,794 | Equity‑heavy mix |
| Policy Elements (Non‑Employee Directors) | Annual Value (USD) | Grant Cadence / Valuation | Vesting |
|---|---|---|---|
| Quarterly restricted stock | $45,000 | Auto‑granted in 4 equal installments on first trading day of Sep/Dec/Mar/Jun; shares set by 20‑day avg closing price before grant | Not specified (time‑based RS) |
| Annual RSU award | $75,000 | Granted on the date of each annual stockholders meeting; shares set by 20‑day avg closing price prior to meeting | Vests in full at earlier of 1‑year anniversary or next annual meeting |
| Chair add‑on (Non‑Executive Board Chair) | $50,000 | Additional quarterly restricted stock (4 equal installments; 20‑day avg pricing) | Not specified (time‑based RS) |
| Committee Chair add‑ons | Audit $20,000; Comp $15,000; NCGC $10,000 | Additional quarterly restricted stock (4 equal installments; 20‑day avg pricing) | Not specified (time‑based RS) |
| SLC member add‑on | $20,000 | Additional quarterly restricted stock (4 equal installments; 20‑day avg pricing) | Not specified (time‑based RS) |
- Stock ownership guidelines: Non‑employee directors are expected to hold BEN stock equal to 3x their annual cash retainer (currently $45,000 for standard directors; higher for committee chairs), to be achieved within 5 years; until met, retain at least 50% of net shares from awards; compliance reviewed annually; as of Oct 1, 2025, all non‑employee directors are on track .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Financial/operational targets (e.g., revenue, EBITDA, TSR) | Not disclosed for director awards | Director program comprises time‑based RS/RSUs per policy |
| Annual RSU vesting condition | Yes | Vests earlier of 1‑year or next annual meeting |
| Clawback policy | Company‑wide | Recovery of incentive compensation upon restatements or significant misconduct causing harm |
| Hedging/pledging prohibitions | Company‑wide | No hedging, pledging, short‑selling; pre‑clearance required for insiders |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | 0 |
| Shared boards with BEN counterparties/customers | None disclosed for Puckett |
| Private/non‑profit boards | Frequentz; Openwave Systems Ltd. (roles prior to BEN) |
Expertise & Qualifications
- Senior operating and technology leadership with CEO and EVP experience (SkyTel, IBM), plus multiple chair roles (Frequentz, Openwave), supporting board leadership and strategic oversight .
- Board determined he brings “significant business and professional expertise,” qualifying him to serve on BEN’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Bernard Puckett | 54,895 | <1% (asterisk) |
- Ownership guideline status: Board reports all non‑employee directors are on track to meet 3x cash retainer guidelines within 5 years .
- Pledging/hedging: Prohibited by policy for directors (alignment positive) .
Governance Assessment
- Board leadership and independence: Puckett’s role as independent Chair, with CEO/Chair separation and a Vice Chairman (Leibowitz), supports stronger oversight and mitigates management entrenchment risk—an investor‑confidence positive .
- Committee engagement: He is not currently on standing committees, which limits direct committee‑level influence; however, he previously served on the Audit Committee during issuance of FY2024 audited financials—demonstrating prior financial oversight engagement .
- Attendance and engagement: >75% meeting participation among incumbents in 2024 suggests adequate engagement levels across the board .
- Compensation alignment: Director pay is equity‑heavy (no 2024 cash fees), with Chair add‑on paid in restricted stock, annual RSUs with defined vesting linked to service, ownership guidelines, and a strong no‑hedge/no‑pledge policy—collectively supportive of alignment and governance quality .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Puckett; Board‑level related‑party loans exist with entities managed by director Thomas Morgan Jr., which are overseen within BEN’s related‑party policy framework—investors should monitor independence controls and approvals for such transactions .
- Litigation and oversight: Formation of an independent SLC for the AFG litigation reflects proactive conflict management; Puckett is not on the SLC, preserving independence of litigation review while he focuses on board leadership .
- Compliance signals: Adoption of clawback policy, insider trading controls, and ownership guidelines are positive governance indicators; Section 16(a) delinquencies disclosed did not list Puckett, which reduces personal compliance risk signals .
RED FLAGS to monitor: Board‑level related‑party financing (director‑affiliated loans) ; heightened litigation exposure (AFG) managed via SLC ; NASDAQ minimum bid compliance risk addressed via potential reverse split—broader market structure risk for shareholders .