Thomas Morgan Jr
About Thomas Morgan Jr.
Thomas Morgan Jr. (age 64) is an independent Class I director of Brand Engagement Network Inc. (BNAI), serving since 2024 and nominated to a three-year term through the 2028 annual meeting. He is a member of the Compensation Committee; the Board has formally determined his independence under NASDAQ rules. Morgan is Founder and CEO of Corps Capital Advisors LLC; previously a Managing Director at Morgan Stanley (2009–2019), in private wealth management at Goldman Sachs (starting 1993), and an infantry/aviation officer in the U.S. Army. He holds a B.S. from the United States Military Academy and an MBA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corps Capital Advisors LLC | Founder & Chief Executive Officer | Founded July 2019 (ongoing) | Investment and financial expertise relevant to compensation oversight |
| Morgan Stanley | Managing Director | 2009–July 2019 | Capital markets/wealth management experience |
| Goldman Sachs | Private Wealth Management | Began 1993 (prior to MS tenure) | Client alignment, fiduciary orientation |
| U.S. Army (2nd Infantry Div., 1st Cavalry Div., 6th Cavalry Sqdn.) | Infantry/aviation officer | Prior to civilian career | Leadership, operational discipline |
External Roles
| Entity | Type | Role | Tenure | Notes/Exposure |
|---|---|---|---|---|
| Corps Capital Advisors LLC | Investment advisory | Founder & CEO | 2019–present | Related-party exposure via affiliated lending counterparties to BEN in 2025 (see “Related-party”). |
| Corps Cap Diversified Income Fund | Lending affiliate | Managing Member (Morgan) | 2025 loans | Loaned $150,000 (May 14, 2025) at 12% interest; 180-day term |
| Corps Capital BDC LLC | Lending affiliate | Managing Member (Morgan) | 2025 loans | Loaned $50,000 (June 20, 2025) at 12% interest; 180-day term |
| Corps Cap Advisors LLC | Lending affiliate | Managing Member (Morgan) | 2025 loans | Loaned $25,000 and $125,000 (July 10, 2025) at 12% interest; warrants added |
Board Governance
- Structure and leadership: Independent Chairperson (Bernard Puckett) and Vice Chairman (Jon Leibowitz); CEO role separated; special litigation committee (SLC) formed to insulate litigation decisions from conflicts .
- Committees:
- Compensation Committee: Morgan is a member; composition meets NASDAQ/SEC independence; 1 meeting in 2024 .
- Audit Committee: Members are Jon Leibowitz and Richard Isaacs; Morgan is not a member .
- Nominating & Corporate Governance Committee (NCGC): Members are Jon Leibowitz (Chair) and Richard Isaacs; Morgan is not a member .
- Special Litigation Committee: Members are Jon Leibowitz (Chair) and Richard Isaacs; Morgan is not a member .
- Independence: Board determined Morgan is independent under NASDAQ and Rule 10A‑3 .
- Attendance: In 2024, all incumbent directors attended more than 75% of Board and committee meetings; Board met 8 times; Audit 4; Compensation 1; NCGC 0 .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 8 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 1 |
| NCGC meetings | 0 |
| Morgan independence status | Independent |
| Attendance threshold met (>75%) | Yes (all incumbent directors) |
Fixed Compensation
- Non-employee director compensation in 2024 (valued per ASC 718; no cash fees recorded for 2024):
| Director | Fees Earned (Cash) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas Morgan Jr. | – | $107,036 | $107,036 |
- Components referenced in 2024 disclosures:
- Initial grant upon Business Combination closing: 10,000 shares of common stock; value based on closing price $7.70 .
- Restricted stock granted on January 2, 2025 for service in fiscal 2024, valued at closing price $1.07 .
Performance Compensation
- Equity-based director program (in effect post-2024), emphasizing equity alignment:
- Quarterly restricted stock grants: aggregate annual award value $45,000, granted in four equal installments each September/December/March/June; number of shares based on 20-day average closing price prior to grant date .
- Annual RSU award at each annual meeting: $75,000 value; vest in full at earlier of one-year anniversary or next annual meeting .
- Chair add-ons (equity): Non-Executive Board Chair $50,000; Audit Chair $20,000; Compensation Chair $15,000; NCGC Chair $10,000 (quarterly installments using 20-day average); Morgan is not a chair .
| Program Element | Award Type | Grant Cycle | Value Basis | Vesting |
|---|---|---|---|---|
| Initial post-merger grant | Common stock | Closing date of Business Combination | 10,000 shares; $7.70 close (illustrative value) | As issued |
| 2024 year service grant | RSUs | Jan 2, 2025 (for 2024 service) | Closing price $1.07 on grant date | Per RSU terms; vest on standard schedule |
| Quarterly director grants | Restricted stock | Sept/Dec/Mar/June | $45,000 annual split; 20-day avg for share count | Standard restricted stock vesting |
| Annual RSU at meeting | RSUs | After annual meeting closing | $75,000; 20-day avg for share count | Vest at earlier of 1-year or next annual meeting |
| Chair equity add-ons | Restricted stock | Quarterly | Chair-specific annual values (see notes) | Standard restricted stock vesting |
- Policies relevant to incentive alignment:
- Compensation recovery (clawback) policy for restatements or significant misconduct (recovery of incentive compensation) .
- Insider trading policy prohibits hedging, pledging, short-selling; preclearance required; blackout windows enforced .
Other Directorships & Interlocks
| Company | Public Co. Board? | Role | Notes |
|---|---|---|---|
| BNAI | Yes | Independent Director; Compensation Committee member | Director since 2024; independent |
| Other public companies | No | – | Board disclosure lists 0 other public directorships |
| Corps Capital Advisors LLC | No (private) | Founder & CEO | Related-party lending entities under Morgan’s management provided short-term financing to BEN in 2025 |
Related-party transactions (conflict exposure): In 2025, BEN entered multiple short-term loans with entities managed by Morgan (12% interest; 180-day terms), including $150,000 (May 14, 2025), $50,000 (May 16, 2025), $50,000 (June 20, 2025), and three July 10, 2025 loans ($100,000; $25,000; $125,000) that carried additional consideration of BEN warrants at $0.35 with 6-month exercisability (285,714; 71,428; 357,142 warrants respectively) . The Company maintains a related-party transaction policy requiring Audit Committee or independent Board review/approval; policy adopted March 14, 2024 .
Expertise & Qualifications
- Financial and investment expertise; prior MD at Morgan Stanley and PWM at Goldman Sachs; founder/operator of investment advisory firm .
- Formal education: B.S. from U.S. Military Academy; MBA from Harvard University .
- Board’s independence determination affirms no relationship impeding independent judgment .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Thomas Morgan Jr. | 131,749 | <1% (denoted “*” in table) | As of Sept 30, 2025; beneficial ownership under SEC rules |
- Director stock ownership guidelines: Non-employee directors must hold BNAI stock equal to 3x annual cash retainer (currently $45,000 for standard directors); target within five years; until met, must retain at least 50% of net shares from awards; Board reports all non-employee directors “on track” as of Oct 1, 2025 .
- Hedging/pledging: Prohibited under insider trading policy; preclearance and blackout windows apply .
Governance Assessment
-
Strengths:
- Independence affirmed; role confined to Compensation Committee oversight; strong financial background aligns with compensation governance needs .
- Equity-heavy director pay with ownership guidelines supports alignment; clawback policy bolsters pay-for-performance discipline; insider policy restricts hedging/pledging .
- Attendance threshold achieved; Board maintains independent Chair and SLC for litigation risk separation .
-
Concerns / RED FLAGS:
- Related-party financing: Multiple 2025 loans from Morgan-managed entities to BEN at 12% plus warrant sweeteners introduce potential conflicts and perception risk; require robust, documented independent review under RPT policy (monitor for committee approvals, warrant exercises, and any subsequent renegotiations) .
- Committee engagement: Compensation Committee met only once in 2024 amid restructuring—track post-2024 cadence to ensure adequate oversight as compensation programs evolve .
- Ownership alignment: Beneficial ownership (<1%) is modest; adherence to 3x cash retainer guideline mitigates over time (Board indicates “on track”) .
Overall signal: Morgan’s capital markets expertise is an asset for compensation oversight, but director-affiliated lending with equity-linked consideration is a governance risk that warrants heightened scrutiny of independence in deliberations, recusal practices, and transparent approval processes .