Brent Hinds
ClearSign TechnologiesAbout Brent Hinds
Brent Hinds is Chief Financial Officer of ClearSign Technologies Corporation, age 46, serving as principal financial and accounting officer; he joined ClearSign as VP Finance/Controller/Treasurer on October 18, 2021 and was promoted to CFO effective August 8, 2023 . He holds a B.S. in Accounting from Oklahoma State University and is a CPA; prior experience includes Enovation Controls (Assistant Controller, Controller, VP Finance), Stinnett & Associates (risk-based audit programs), and Baker Hughes (compliance analyst) . Company performance context: CLIR revenues grew from $0.37M in FY22 to $2.40M in FY23 and $3.60M in FY24, while net losses persisted; company-reported TSR outcomes were -61.16 (2022), -19.57 (2023), and 4.35 (2024) over the stated measurement windows ; see tables below for detail.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enovation Controls (subsidiary of Helios Technologies) | Assistant Controller; Controller; VP Finance | 2014–2021 | Oversaw accounting/finance, ensuring accuracy/timeliness of income statement, balance sheet, and cash flow reporting for global OEM-focused operations . |
| Stinnett & Associates, LLC | Advisory professional | n/d | Established risk‑based audit programs to assess effectiveness of internal controls for public/private companies . |
| Baker Hughes Company | Compliance Analyst | n/d | Compliance analysis supporting internal controls and regulatory adherence . |
External Roles
- Not disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $200,000 | $200,000; approved raise to $220,000 effective Jan 1, 2025 |
| Target Bonus (% of Salary) | Up to 40% | Up to 40% |
| Actual Bonus Paid (USD; paid in stock) | $47,780; approved Feb 22, 2024 and paid in shares in Q1’24 (share count based on grant date closing price) | $44,124; approved Feb 20, 2025 and paid in shares in Q1’25 (share count based on grant date closing price) |
| Stock/RSU Expense Recognized (ASC 718) | $24,000 (time‑based restricted stock awards from 2021 Plan) | $26,915 (time‑based restricted stock awards from 2021 Plan) |
| All Other Compensation (benefits/401k match) | $33,637 | $33,758 |
| Total Compensation | $305,417 | $304,797 |
Performance Compensation
Corporate incentive structure and recent outcomes.
- Program design: Annual Corporate Incentive Plan (CIP) with three target categories — company goals, employee‑specific goals, and time‑based goals; awards typically delivered in equity (common stock/RSUs), with annual apportionments determined by the Compensation Committee .
- Clawback: Company has adopted a Nasdaq‑compliant incentive compensation clawback policy tied to certain accounting restatements .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| CIP – Company Goals | Not disclosed (category exists) | CFO bonus target: up to 40% of salary | 2023 and 2024 performance evaluated by Committee | 2023: $47,780 in stock; 2024: $44,124 in stock | Bonus equity delivered in Q1 following year; equity vests per award terms |
| CIP – Employee‑Specific Goals | Not disclosed | As above | As above | As above | As above |
| CIP – Time‑Based Goals | Not disclosed | As above | As above | As above | As above |
Equity Ownership & Alignment
As of May 29, 2025 (record date for the 2025 meeting).
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 230,628 shares (includes 117,840 common shares and 112,788 options exercisable within 60 days) |
| Ownership as % of Outstanding | ~0.44% (230,628 / 52,422,532 shares outstanding) |
| Direct/Common Shares | 117,840 shares |
| Options – Exercisable within 60 days | 112,788 shares |
| Options – Outstanding (detail) | 100,000 options @ $1.83, exp. 10/18/31 (fully vested); 12,788 options @ $1.44, exp. 1/6/32 (fully vested) |
| RSUs – Unvested | 53,167 shares (as of 5/29/2025; none vest by 7/28/2025) |
| RSUs – Outstanding at 12/31/2024 | 42,895 unvested, vest on time‑based service |
| Hedging/Pledging | Insider trading policy prohibits short sales, margin accounts, and pledging securities as collateral |
| Clawback Policy | Nasdaq‑compliant recovery of “erroneously received” incentive‑based compensation after certain restatements |
| Ownership Guidelines | Not disclosed |
Notes: Section 16(a) compliance footnote indicates Hinds filed late reports related to a one‑time bonus equity grant (Feb 2, 2023) and associated tax‑withholding disposition; remedied via filings on Feb 14, 2023 and amendments filed Feb 26, 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Start/Role | Joined Oct 18, 2021 (VP Finance, Controller, Treasurer, PFO/PAO); promoted CFO Aug 8, 2023 |
| Base Salary | $200,000 (2023–2024); raised to $220,000 effective Jan 1, 2025 |
| Annual Bonus Eligibility | Up to 40% of salary; mix of short‑ and long‑term incentive awards |
| Severance (CFO Amendment, Aug 8, 2023) | If terminated without “Cause” or upon a “Change in Control” (as defined): severance equal to one year’s salary plus any accrued but unpaid salary, vacation, and bonus; no severance if terminated for “Cause” |
| Equity Change‑in‑Control Treatment (2021 Plan) | If a successor does not assume or substitute outstanding awards, all unvested awards fully vest (including performance‑based); vested awards exercisable for a period determined by the plan administrator |
| Employment Nature | At‑will; participates in Company benefit programs |
| Non‑Compete/Non‑Solicit | Not disclosed |
Performance & Track Record (Company Context)
Company financials and TSR as reported; useful to contextualize pay-for-performance.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $374,000 | $2,403,000 | $3,596,000 |
| EBITDA (USD) | -$5,956,000* | -$5,682,000* | -$6,302,000* |
| Net Income (USD) | -$5,758,000 | -$5,194,000* | -$5,299,000* |
Values marked with * retrieved from S&P Global.
| TSR (Company-Reported) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value/Return per PVP Table | -61.16 | -19.57 | 4.35 |
Notes: PVP table states TSR is cumulative for measurement periods beginning Dec 31, 2022 and ending Dec 31 of the respective years; no dividends paid 2022–2024 .
Board/Comp Committee Context (select items)
- Compensation Committee: chaired by Judith S. Schrecker; members include independent directors; oversees executive salaries, bonuses, equity awards, severance/CIC agreements, and administers the 2021 Plan; may engage independent consultants; considers CEO recommendations for other executives .
- Compensation framework: reviews NACD and similar-company market data; emphasizes equity for alignment; non‑executive director pay delivered as RSUs since 2023 .
- Insider trading and clawback policies in place (see prior sections) .
Investment Implications
- Pay-for-performance alignment: CFO target bonus is modest at up to 40% of salary with delivery in equity, and time‑based RSUs are the primary long-term vehicle, aligning value with share price but with limited direct linkage to explicit financial metrics disclosed for the CFO; clawback policy and equity‑heavy mix improve alignment .
- Retention and CIC risk: CFO severance equals 1x salary upon termination without cause or upon a change in control, and awards fully vest if not assumed/substituted in a CIC — a standard but shareholder‑sensitive construct that can reduce retention risk but creates potential acceleration overhang in a transaction .
- Insider selling pressure: Near‑term sales pressure appears limited; unvested RSUs were 53,167 as of the 2025 record date, and options are already largely vested; policy prohibits margin and pledging, mitigating forced-sale risks; note prior tax‑withholding dispositions tied to equity bonuses .
- Skin in the game: Beneficial ownership of ~0.44% (including options) indicates some alignment but remains small relative to float; continued equity-based bonus delivery and RSU vesting can incrementally increase exposure over time .
- Execution backdrop: Revenues are scaling from a low base while EBITDA and net income remain negative; company‑reported TSR trends show improvement in 2024; sustained operating progress will be key to justify incentive outcomes and reduce dilution risk .
References:
- 2025 DEF 14A proxy: background, age, roles, compensation tables, ownership, policies, severance and CIC terms .
- Financials: S&P Global (as noted), with document citations for certain figures .