Jennifer Harris
About Jennifer N. Harris
Jennifer N. Harris, age 57, has served as an independent director of Brilliant Earth Group, Inc. since 2021 and is currently Chair of the Audit Committee and a member of the Compensation Committee; she is recognized by the Board as an “audit committee financial expert.” She was appointed CFO of Hapax, Inc., an AI-native platform for banks and credit unions, in July 2024 and previously served as CFO of Q2 Holdings, Inc. (2013–2021), with earlier finance leadership roles at Blackbaud and Convio; she holds a B.S. in Business from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q2 Holdings, Inc. | Chief Financial Officer | Dec 2013 – Apr 2021 | CFO leading digital banking/lending transformation; preceded by VP & Corporate Controller (Mar–Nov 2013) |
| Blackbaud, Inc. | Interim Corporate Controller | May 2012 – Nov 2012 | Principal accounting oversight during interim period |
| Convio, Inc. | Vice President, Controller & Principal Accounting Officer; various finance roles | Apr 2005 – May 2012 | Finance leadership until acquisition by Blackbaud in 2012 |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Hapax, Inc. | Chief Financial Officer | Since July 2024 |
| Jumio Corporation | Director | Current |
| Enverus | Director | Current |
| Brillio | Director | Disclosed as of Apr 2024 proxy; not listed in Apr 2025 proxy |
Board Governance
- Independence: The Board affirmatively determined Harris qualifies as an independent director under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance .
- Financial expert: Harris is designated an “audit committee financial expert” by the Board .
- Attendance: The Board met five times in FY2024; each director attended at least 75% of Board and applicable committee meetings; Audit (9), Compensation (5), and Nominating & Governance (3) meetings in FY2024 .
- Audit Committee Report: Signed by Harris as Chair for FY2024 and FY2023 audits .
- Board leadership: Company is a “controlled company”; Chair is not independent and no lead independent director currently appointed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash fees (retainer + committee chair/member) | $70,000 (retainer $50,000 + Audit Chair $20,000) | $70,000 (retainer $50,000 + Audit Chair $20,000) |
| Program terms (cash) | Standard non-employee director program adopted at IPO; retainer $50k; Audit Chair $20k; Compensation Chair $14k; Nominating & Governance Chair $8k | Same program in effect |
- Harris’s cash fee level aligns exactly with program design given her Audit Chair role; no meeting fees are disclosed .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Equity awards (grant-date fair value) | $144,551 (Annual RSU grant) | $142,257 (Annual RSU grant) |
| RSU program terms | Annual grant equals $140,000 divided by average closing price in the most recent completed month; vests by next annual meeting or first anniversary; change-in-control full vesting | Same terms; RSUs may be elected in lieu of cash retainers as “Retainer RSU Grants” |
- Mix shifted slightly toward cash in 2024 from 2023 given lower RSU value; overall compensation mix remains primarily equity-based (~33% cash, ~67% equity in 2024) consistent with alignment objectives .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Hapax, Inc. | Financial technology | CFO | Private fintech; no disclosed BRLT related-party transactions; time-commitment monitored via attendance |
| Jumio Corporation | Identity verification | Director | No BRLT related-party transactions disclosed |
| Enverus | Energy/analytics | Director | No BRLT related-party transactions disclosed |
| Brillio (2024 disclosure) | IT services | Director | Not disclosed in 2025 proxy; no BRLT related-party transactions disclosed |
- The Board notes certain directors are affiliated with significant stockholders (e.g., Mainsail), but Harris is independently determined; no family relationships noted among directors/officers .
Expertise & Qualifications
- Finance and accounting leadership: Former public-company CFO with controller and principal accounting officer experience; designated audit committee financial expert .
- Technology and SaaS exposure: Senior roles at Q2 (digital banking), Blackbaud/Convio (nonprofit SaaS), and Hapax (AI-native platform) .
- Board oversight: Current director roles at technology/data companies (Jumio, Enverus) augment risk and cybersecurity oversight relevant to Audit Committee responsibilities .
Equity Ownership
| Metric | Apr 16/22, 2024 | Apr 22, 2025 |
|---|---|---|
| Class A common stock (shares; % of class) | 95,111; <1% | 146,173; 1.0% |
| Class B common stock (shares; % of class) | 32,584; <1% | 41,215; <1% |
| Combined voting power | <1% | <1% |
| Options exercisable (Class A) | 37,091 (within 60 days of Apr 16, 2024) | 46,878 (exercisable within 60 days of Apr 22, 2025) |
| Unvested RSUs outstanding (year-end) | 37,940 (as of Dec 31, 2023) | 56,451 (as of Dec 31, 2024) |
| Unvested LLC Interests (year-end) | 12,926 (as of Dec 31, 2023) | 2,618 (as of Dec 31, 2024) |
| Anti-hedging/pledging policy | Company policy prohibits hedging and pledging by directors |
- Ownership increased year over year, with substantial unvested RSUs indicating continuing alignment via equity; no pledging permitted under policy .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation; consistent ≥75% attendance; equity-heavy director pay supports alignment; anti-hedging/anti-pledging and clawback policies strengthen governance .
- Oversight signals: Active Audit Committee (9 meetings in FY2024) and Compensation Committee membership (5 meetings) demonstrate engagement; Audit Committee report signed by Harris underscores accountability over financial reporting and cybersecurity risk oversight .
- Conflicts/related-party exposure: No Harris-specific related-party transactions disclosed; TRA parties named do not include Harris; independence reaffirmed despite broader “controlled company” status .
- Risks/Red Flags: The “controlled company” structure can reduce certain Nasdaq governance protections and concentrate board election control among major holders; lead independent director not appointed, which may limit independent agenda control; external CFO role introduces potential time-commitment risk, albeit attendance expectations were met .
Net: Harris presents strong audit oversight credentials and independence with equity alignment; the primary governance risk is the issuer’s controlled-company status rather than director-specific conflicts .