Tyler Luck
Acting Chief Executive Officer and Chief Product Officer at Brand Engagement Network
CEO
Executive
Board
About Tyler Luck
- Co-founder of Brand Engagement Network Inc. (BEN) and currently Acting Chief Executive Officer and Chief Product Officer; age 33, director since 2024; appointed Acting CEO on September 10, 2025 .
- Background highlights: leads the vision, development, and execution of BEN’s multimodal AI platform, including oversight of engineering/R&D operations in South Korea; no formal education credentials disclosed in company filings reviewed .
- Governance note: Not an independent director; Board currently has an independent Chair (Bernard Puckett), which mitigates CEO/Chair dual-role concerns, though dual executive/director status and related-party ties (see below) present independence considerations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brand Engagement Network Inc. | Acting Chief Executive Officer | Sep 2025–present | Leadership continuity during CEO search; oversight of strategy and operations . |
| Brand Engagement Network Inc. | President and Chief Product Officer | May 2023–present | Led BEN’s AI platform vision and execution; managed engineering/R&D (South Korea) . |
| Brand Engagement Network Inc. | Co-founder | 2018–present | Foundational role in product and company formation . |
External Roles
- No other public company directorships disclosed for Luck; “Other Public Directorships: 0” .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (paid) | $117,774 | $167,160 | 2025 DEF 14A reflects corrected 2024 salary figure . |
| Contracted base salary | — | $180,000 | Set by employment agreement effective May 31, 2023 . |
| Director fees | — | $0 | No additional compensation for Board service . |
Performance Compensation
| Type | Metric/Trigger | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Cash bonus (one-time) | Consummation of Business Combination | N/A | $100,000 paid at closing | Paid upon closing . |
| Annual cash bonus (ongoing eligibility) | Discretionary (Board/Comp Committee) | Not disclosed | Not disclosed | Annual, discretionary per agreement . |
| Equity – RSU/stock awards | Not specified | N/A | $12,840 grant-date fair value in 2024 | Terms not detailed in proxy; under 2023 LTIP . |
| Equity – options (contract entitlement) | Fully vested options 100,000 shares annually (3-year term) | N/A | Entitlement stated; see ownership table for outstanding as of 12/31/24 | Fully vested upon annual grant during term . |
Note: Despite the agreement’s option entitlement, Tyler Luck had no outstanding options as of December 31, 2024 per the “Outstanding Equity Awards” table .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Beneficial ownership (shares) | 8,935,222 shares |
| Ownership (% of outstanding) | 19.9% of 44,880,795 shares outstanding (as of Sep 30, 2025) |
| Options outstanding (12/31/2024) | None listed for Luck |
| Director grant status | No additional director compensation to Luck; non-employee director program applies to others |
| Pledging/hedging | No pledging disclosed; see transfer restriction below |
| Transfer restrictions/lock-up | Agreed not to sell, transfer or assign his shares (and restrict October 3rd Holdings, LLC) prior to repayment of the GL Loan, subject to exceptions; also personally guaranteed the GL Loan . |
Additional context on related holdings and entities:
- October 3rd Holdings, LLC (co-owned 50/50 by Tyler Luck and Michael Lucas) listed as a 19.5% stockholder; Tyler formerly served as Managing Member of Genuine Lifetime, LLC until June 1, 2023 .
- Debt conversion (June 30, 2024): 93,333 shares issued at $4.50/share to October 3rd Holdings, LLC for ~$0.42M debt conversion .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date / term | Employment agreement effective May 31, 2023; three-year term unless terminated earlier upon Business Combination closing or June 1, 2026; a post-merger agreement governs CPO terms thereafter with substantially similar compensation . |
| Base salary | $180,000 per year (contract) . |
| Annual option entitlement | Fully vested options to purchase 100,000 shares each year during the three-year term (subject to 2023 LTIP post-merger) . |
| Bonus eligibility | Discretionary cash bonus as determined by Board/Compensation Committee . |
| Severance | If terminated without good cause or resigns with good reason: base salary through end of term or one year (whichever greater) plus any unpaid vested options/equity/earned bonuses; release required per employment form . |
| Change-in-control | 2023 LTIP allows Board discretion for award treatment upon Change in Control, including assumption/substitution/acceleration/cash-out; awards fully vesting by their terms upon a CIC are treated as vested for plan purposes . |
| Clawback | Nasdaq-compliant Compensation Recovery Policy adopted Mar 14, 2024; recovery post-restatement; no indemnification or insurance for recouped amounts . |
| Non-compete / non-solicit | Employment agreement includes a one-year post-termination non-compete and non-solicit; global scope described in executive employment forms . |
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Class III Director; director since 2024 . |
| Independence | Not independent . |
| Committees | None (no committee assignments disclosed for Luck) . |
| Chair/lead independent | Board Chair is independent (Bernard Puckett); Board policy uses Lead Independent Director if CEO also chairs, which is not the case currently . |
| Other public boards | None . |
Dual-role implications:
- Luck is both Acting CEO and a director, which concentrates influence; independence concerns are partially mitigated by an independent Chair and fully independent key committees (as disclosed table shows independence for other directors/committees) .
- Family/related-party considerations (see below) heighten governance risk and potential conflicts.
Related-Party Transactions and Conflicts
- October 3rd Holdings, LLC (50/50 co-owned by Luck and Michael Lucas) holds significant stakes and interests in Genuine Lifetime, LLC; various transactions include share issuances and a ~$0.42M debt conversion to shares on June 30, 2024 .
- AFG arrangements: Genuine Lifetime, LLC issued 500,000 shares (predecessor) to AFG in connection with a reseller agreement; GL Loan of $4.0M from AFG to Genuine Lifetime, LLC guaranteed personally by Luck; Luck agreed not to transfer certain shares until GL Loan repayment, subject to exceptions .
- Promoter disclosure: Michael Lucas (Luck’s spouse) is deemed a “promoter”; Lucas pleaded guilty in April 2021 to failing to account for and pay over employment taxes (S.D. Cal.) .
Performance & Track Record
- Operating achievements cited: led BEN’s proprietary multimodal AI platform (chat, voice, avatars) and South Korea engineering/R&D operations; filings do not disclose Luck-specific TSR or financial metric performance attribution .
- Company-wide performance metrics and targets for executive incentives are not specifically disclosed for Luck; the 2023 LTIP permits use of metrics such as revenues, earnings, gross margin, EPS, cash flow, stock price/TSR, etc., at Compensation Committee discretion .
Director Compensation (for Luck)
- No additional compensation for Board service; employee-directors (Luck, Henderson) were not paid incremental director fees; non-employee director policy applies to others (e.g., 10,000-share initial grant at Business Combination closing; subsequent RSU program) .
Ownership Structure Context and Overhang
- As of September 30, 2025: 44,880,795 shares outstanding; Luck beneficially owns 8,935,222 shares (19.9%) .
- 2023 LTIP share reserve mechanics: initial pool equals 5% of outstanding on the effective date with potential annual “evergreen” up to an additional 5% (capped at 15% of shares outstanding as of effective date); as of December 31, 2024, 3,555,701 shares remained available for grant under the plan, indicating potential equity overhang .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp for Luck was $304,786, comprised primarily of salary, a single transaction bonus ($100k), and modest stock awards ($12,840); no option awards recorded in 2024 despite contract entitlement .
- Performance linkage: Discretionary annual bonus structure lacks disclosed metric weighting/targets; one-time transaction bonus reflects event-driven pay rather than sustained KPI linkage .
- Equity design: Contract contemplates fully vested option grants (lower retention “stickiness” vs time-vested RSUs); plan-level CIC discretion could allow acceleration, which may create mobility/retention tradeoffs in a sale .
- Governance guardrails: Clawback policy in place; plan prohibits option/SAR repricing without stockholder approval .
Risk Indicators & Red Flags
- Related-party complexity and promoter relationship (spousal): cross-ownership via October 3rd Holdings and historical GL financing arrangements create potential conflicts; spouse’s prior tax plea elevates headline/governance risk .
- Share transfer restriction tied to GL Loan repayment reduces near-term selling but signals financing dependencies outside the company’s capital structure .
- Concentrated ownership (19.9%) can align incentives but may amplify control risk and reduce float/liquidity .
Investment Implications
- Alignment: High insider stake (19.9%) indicates strong skin-in-the-game; share transfer restrictions tied to GL Loan likely reduce near-term selling pressure, albeit for non-operational reasons .
- Pay-for-performance: Lack of disclosed annual metric weighting and the use of fully vested options in the agreement suggest weaker retention and KPI linkage than time-vested or performance-vested equity; actual 2024 equity/option usage for Luck was minimal (no options outstanding, small stock award) .
- Retention risk: Severance protection (≥12 months base salary and accrued incentives) plus one-year non-compete/non-solicit provide moderate retention/transition coverage; CIC treatment is largely at plan discretion rather than a hardwired double trigger .
- Governance: Independent Chair and committee structure help, but dual executive/director role, related-party ties, and promoter relationship are ongoing governance considerations that may influence institutional voting and perceived risk premium .
Sources: 2025 DEF 14A (Nov 6, 2025), 2025 PRE 14A (Oct 27, 2025), 2025 8-Ks, 2025 10-Q/A, 2025 10-K. Specific citations included inline.