James Henderson Jr

About James Henderson Jr

James D. Henderson, Jr. is Corporate Secretary and General Counsel of Brand Engagement Network (BEN), serving since April 2018; he previously served as a director. He is 56, holds a Juris Doctor from the Arizona State College of Law and a Bachelor of Arts in Political Science from Arizona State University. He is designated as advisor to the Board’s Special Litigation Committee (SLC), reflecting a central role in risk oversight and complex litigation strategy. Henderson has signed multiple strategic agreements for BEN as Corporate Counsel, including international licensing and M&A addenda, underscoring execution accountability in corporate transactions .

Past Roles

External Roles

Fixed Compensation

• Henderson is not listed as a Named Executive Officer (NEO) in the latest proxy and his base salary, target bonus, and cash compensation details are not disclosed in executive compensation tables. BEN follows scaled disclosure applicable to emerging growth/smaller reporting companies; NEOs covered were Chang, Zacharski, Williams, Howard, and Luck .

Performance Compensation

• No performance-based compensation metrics (revenue, EBITDA, TSR, ESG) tied specifically to Henderson are disclosed; incentive frameworks in the proxy focus on NEOs and director programs, not the General Counsel role .

Equity Ownership & Alignment

• Individual beneficial ownership for Henderson is not itemized in the Security Ownership table; the group of current directors and executive officers (9 persons) collectively held 11,562,565 shares (25.6% of outstanding) as of September 30, 2025 (44,880,795 shares outstanding). Henderson’s specific share/option holdings are not separately reported in that table .
• Insider trading policy prohibits hedging, short-selling, holding company securities in margin accounts, and pledging BEN stock as collateral; trading requires pre-clearance and adherence to blackout windows, limiting opportunistic trading and pledging-related selling pressure .

Additional alignment controls:

• Compensation Recovery (Clawback) Policy allows recovery of incentive comp after restatements or significant misconduct; governance documents available on BEN’s IR site .
• Pre-clearance and trading windows apply to covered persons (including executive officers); transactions outside permitted windows require compliance officer approval .

Employment Terms

• Start date: April 2018; current role: Corporate Secretary and General Counsel; prior director service noted. No public disclosure of Henderson’s employment agreement, term, severance, non-compete, or change-of-control provisions in the latest proxy/10-K .
• As advisor to the SLC, Henderson supports independent oversight of significant litigation and settlement decisions—authority delegated by Board resolution (Aug 15, 2025) .

Performance & Track Record

• Transaction execution: Signed BEN’s exclusive AI licensing partnership and shareholder agreement for SKYE Inteligencia Latam (Mexico/LatAm) as Corporate Counsel (May/June 2025), evidencing direct involvement in international commercialization .
• M&A addenda: Signed addendum to the Cataneo/CUNEO/CUTV share purchase agreement (May 25, 2025); acquisition later terminated with non-refundable down-payments, refocusing capital allocation—an example of transactional risk management .
• Governance & risk oversight: Advisor to SLC with independent directors (Leibowitz, Isaacs) to manage AFG-related litigation and contractual enforcement (e.g., alleged non-payment under Subscription Agreement) .

Board Governance

• Henderson is not shown as a current director; board committees (Audit, Compensation, Nominating & Corporate Governance) comprise independent directors. SLC formed in August 2025 includes Henderson as advisor and two independent directors, with full authority to investigate and manage litigation on BEN’s behalf .

Related Party Transactions and Red Flags

• Genuine Lifetime, LLC/October 3rd Holdings network: October 3rd Holdings (co-owned by Luck and Lucas) owns 52.4025% of GL; Henderson holds 11.813% interest in GL—multiple transactions and financings tie BEN to this ecosystem, which may create potential conflicts requiring rigorous oversight .
• AFG litigation and termination of reseller agreement: Active disputes and contract enforcement may impact liquidity and execution; SLC oversight aims to mitigate governance risk .
• Section 16(a) filings: Proxy lists delinquent filers; Henderson is not identified among late filers in the reported period .

Compensation Committee Analysis (Context)

• Compensation Committee independence and use of external consultants (Compensation Advisory Partners for 2024; Payscale process for 2025) are disclosed; committee met once in 2024 given post-merger integration focus. These structures suggest formal governance of executive pay, though Henderson’s specific compensation is not reported .

Investment Implications

• Pay-for-performance visibility: Lack of disclosure on Henderson’s cash/equity package impairs direct assessment of his incentive alignment; investors should monitor future proxies for GC-specific compensation structure .
• Selling pressure and alignment: Strict insider trading policy bans pledging/hedging and enforces pre-clearance/blackouts, reducing misaligned trading signals; clawback policy adds alignment protection .
• Governance and execution risk: Henderson’s advisor role to SLC and signature authority on key agreements indicate central involvement in risk control and transaction execution. The terminated Cataneo deal and ongoing AFG litigation highlight execution and counterparty risks; the SLC construct partially mitigates these risks .
• Related-party oversight: Henderson’s 11.813% GL interest within the October 3rd Holdings network warrants heightened board and audit scrutiny to avoid conflicts and ensure arm’s-length terms in any transactions touching those entities .