Donald Browne
About Donald F. Browne
Donald F. Browne is an independent director of BioSig Technologies (BSGM), serving since May 3, 2024; he is 74 years old and is a licensed CPA with a B.S. in Accounting from La Salle College (1972) and New Jersey CPA licensure in 1980 . Browne’s career spans divisional and corporate controller roles followed by over three decades operating his own public accounting firm specializing in business accounting and tax audits, giving him strong financial and tax oversight credentials for board service . The Board has affirmatively determined Browne is independent under Nasdaq rules; he is also deemed financially literate and serves on fully independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caddy Corporation of America | Divisional Controller | Not disclosed | Financial reporting oversight; operational accounting |
| Full Line Foods, Inc. | Controller | Not disclosed | Corporate accounting leadership |
| Donald Browne CPA (public accounting firm) | Founder/Principal | Since 1990 (firm launched) | Specializes in business accounting and federal/state tax audits; financial/tax reporting across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy biography for Browne does not list other public company boards or committee roles . |
Board Governance
- Independence: The Board determined Browne is independent under Nasdaq Listing Rules; all members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent . Browne is also considered financially literate for Audit Committee service and the committees operate under approved charters .
- Committee leadership and membership (current structure):
| Committee | 2024 Assignment | 2025 Assignment |
|---|---|---|
| Audit | Member | Member |
| Compensation | Chairman | Chairman |
| Nominating & Corporate Governance | Chairman | Chairman |
- Board and committee activity and attendance: In 2023 the Board held four meetings and reported no incumbent director attending fewer than 100% of Board and committee meetings; Audit met four times, Compensation met four times, and Nominating & Corporate Governance met two times (Browne joined in 2024; individual 2024–2025 attendance for Browne is not disclosed) .
- Board structure: Post-Share Exchange (May 2025) the Board comprises six directors; Browne continues as an independent director with committee leadership roles . A classified (staggered) board proposal was recommended for approval, which may affect director terms and investor rights on board composition .
Fixed Compensation
| Period/Policy | Cash/Equity Retainer | Chair Premium | Meeting Modality | Notes |
|---|---|---|---|---|
| Starting Jan 2021 | $15,000 per quarter | $20,000 per quarter for committee chair | $7,500 per quarter if telephonic (waived due to pandemic) | Compensation in cash or equity |
| Starting Apr 2024 | $10,000 per quarter | Not specified | Not specified | Applies to directors (Browne joined May 2024) |
- The 2024 proxy does not disclose Browne-specific dollar amounts for director pay; it sets the quarterly structure applicable to all directors at that time .
Performance Compensation
| Component | Structure | Metrics/Targets | Vesting |
|---|---|---|---|
| Director equity grants (historical 2023) | Fully vested stock awards to prior non-employee directors | No director performance metrics disclosed | Immediate vesting at grant (examples shown for 2023 directors) |
| 2024–2025 director awards | Not disclosed for Browne | Not disclosed | Not disclosed |
- No performance-based metrics (TSR, EBITDA, ESG) are disclosed for director compensation; 2023 non-employee director compensation comprised fully vested stock grants, and the 2024 policy moved to a quarterly retainer without performance conditions .
Other Directorships & Interlocks
| Individual | Current Public Company Boards | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Donald F. Browne | None disclosed in BSGM proxy biography | Not disclosed | No shared directorships with listed competitors/suppliers/customers disclosed |
Expertise & Qualifications
- CPA with deep tax and financial reporting expertise; financially literate for Audit Committee service .
- Committee leadership experience (Compensation Chair; Nominating & Corporate Governance Chair), positioning Browne to influence compensation policy, board composition, and governance standards .
- Independence affirmed under Nasdaq rules, supporting objective oversight .
Equity Ownership
| Metric | As of Nov 5, 2024 | As of Jul 22, 2025 |
|---|---|---|
| Common shares beneficially owned | 80,000 | 103,345 |
| % of common shares outstanding | Less than 1% (“*”) | Less than 1% (“*”) |
| Series C Preferred beneficially owned | — | — |
| Total voting power | * (less than 1%) | * (less than 1%) |
| Notes | 2024 table footnote for Browne indicates shares comprised of common stock | 2025 table presents group ownership; individual footnotes not shown in returned chunk |
- No pledging or hedging of shares is disclosed for Browne; no options/RSUs breakdown is provided in the returned ownership tables .
Governance Assessment
- Strengths: Independent status; dual committee chair roles (Compensation; Nominating & Corporate Governance); financial literacy; clear committee charters and independence across committees—supports board effectiveness and governance rigor .
- Alignment: Browne holds a small ownership stake (<1%); while not substantial, it provides some alignment; there are no disclosed pledges or related-party transactions tied to Browne, reducing conflict risk signals .
- Risks/RED FLAGS:
- Classified board proposal may entrench incumbents and limit shareholder ability to change board composition quickly; this can be viewed unfavorably by some investors from a governance perspective .
- Concentration of chair responsibilities (Compensation and Nominating & Corporate Governance) in one director requires vigilance to ensure bandwidth and robust challenge remains across compensation policy and director nominations .
- Engagement: 2023 attendance was 100% among incumbents, and committees were active; individual 2024–2025 attendance for Browne is not disclosed in the returned materials, an information gap investors may monitor .
Overall signal: Governance structures are defined with independent committees and Browne’s financial/tax background is additive; however, investor confidence may be sensitive to the classified board move and low director shareholdings, warranting continued monitoring of compensation decisions and nomination processes under Browne’s chair roles .