Brian Hughes
About Brian F. Hughes
Independent director of CompoSecure, Inc. since December 27, 2021; age 66. Former audit partner at KPMG (2002–2019) and Arthur Andersen (1981–2002). Serves on CMPO’s Audit Committee and is designated an SEC “audit committee financial expert”; holds an MBA and BS in Economics/Accounting from Wharton and a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; National private markets group leader; VC co-leader | 2002–2019 | Led private markets and VC audit practices; deep accounting/audit expertise |
| Arthur Andersen | Audit Partner | 1981–2002 | Big Four pedigree; complex audit and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bentley Systems (Nasdaq: BSY) | Director; Audit Committee Chair | Current | Leads audit oversight as chair |
| Innovid Corp. (NYSE: CTV) | Director; Audit Committee Chair | Current | Leads audit oversight as chair |
Board Governance
- Independence: Board has affirmed Hughes is independent under Nasdaq standards; also designated “audit committee financial expert” .
- Committee memberships evolution:
- 2023: Audit Committee Chair; Compensation Committee Member; 100% board and committee attendance for all directors in 2023 .
- As of Dec 31, 2024: Audit Committee Member; no director attended fewer than 75% of meetings in 2024 .
- 2025: Audit Committee Member; Audit Chair role held by Joseph J. DeAngelo .
| Governance Metric | FY 2023 | FY 2024 (as of 12/31) | 2025 (Record Date 4/3/25) |
|---|---|---|---|
| Independence (Nasdaq) | Independent | Independent | Independent |
| Audit Committee | Chair | Member | Member (Chair: DeAngelo) |
| Compensation Committee | Member | Not listed as member | Not listed as member |
| Attendance (Board/Committees) | 100% (all directors) | ≥75% (all directors) | n/a (not stated) |
- Controlled company context: Resolute/Tungsten owns ~50.5% voting power; CMPO relies on certain Nasdaq “controlled company” exemptions (e.g., compensation and nominating committees not all independent) . Compensation Committee currently includes a non-independent employee director (Thomas R. Knott) .
Fixed Compensation
- Cash retainer framework:
- Pre–Sept 2024: Board $50,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit Member $10,000; Compensation Member $7,500; Nominating Member $5,000 .
- Post–Oct 1, 2024: Board $50,000; Audit Chair $25,000; Committee member fees eliminated (only chair retainers remain) .
| Director Cash Earned (USD) | 2023 | 2024 |
|---|---|---|
| Brian F. Hughes – Fees Earned or Paid in Cash | $77,500 | $95,625 |
Performance Compensation
- Equity program shift for directors:
- Pre–Oct 2024: Annual RSU grants $150,000; initial RSU $150,000 for new directors; RSUs vest fully at next annual meeting or 1-year anniversary .
- Post–Oct 1, 2024: Annual stock options $200,000; initial option $200,000 for new directors; options vest in four equal annual installments; exercise price at grant-date fair market value; prior RSU recipients received “Continuing Director Uplift” option grants to bridge to the $200,000 annual level .
| Equity Award Details | 2023 | 2024 |
|---|---|---|
| Stock Awards (fair value) | $150,000 RSUs | $150,000 RSUs |
| Option Awards (fair value) | $0 | $33,333 “Continuing Director Uplift” options |
| Underlying RSU shares outstanding (12/31) | n/a stated by count | 11,783 shares |
| Underlying option shares outstanding (12/31) | n/a | 4,649 options |
| Option strike price | n/a | $7.17 (Hughes) |
| Option vesting | n/a | 25% per year over 4 years |
No performance-vested director awards were disclosed; director equity vests time-based .
Other Directorships & Interlocks
| Company | Sector | Role | Committee |
|---|---|---|---|
| Bentley Systems (BSY) | Infrastructure engineering software | Director | Audit Chair |
| Innovid (CTV) | Advertising/analytics technology | Director | Audit Chair |
Expertise & Qualifications
- SEC “audit committee financial expert”; extensive accounting/audit background from KPMG and Arthur Andersen .
- Cybersecurity governance training (CERT Certificate in Cybersecurity Oversight) .
- Wharton MBA; BS in Economics/Accounting (Wharton) .
- Skills matrix attributes include financial literacy and accounting/audit; public company board experience .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5× annual cash retainer; expected to meet within five years (includes vested and unvested time-based RSUs; excludes options). As of 2023, all participants met guidelines .
| Ownership Metric | Apr 10, 2024 | Apr 3, 2025 |
|---|---|---|
| Beneficial ownership – Class A shares | 71,886 (<1%) | 94,229 (<1%) |
| Outstanding director RSUs (12/31 prior year) | n/a by date-specific | 11,783 |
| Outstanding director options (12/31 prior year) | n/a by date-specific | 4,649 (strike $7.17) |
| Hedging/pledging policy | Prohibits hedging/shorts; pledging requires GC pre-clearance (2024) | Prohibits speculative trading/hedging; short sales prohibited (2025) |
Fixed Compensation (Detail)
| Component | Amount/Policy |
|---|---|
| Board annual cash retainer | $50,000 |
| Audit Committee Chair retainer | $20,000 (pre-Sept 2024); $25,000 (post-Oct 1, 2024) |
| Committee member fees | Audit $10,000; Comp $7,500; Nominating $5,000 (pre-Sept 2024); eliminated for members post-Oct 1, 2024 (chairs only) |
Performance Compensation (Detail)
| Component | Grant Value | Instruments | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity (pre–Oct 2024) | $150,000 | RSUs | 1 year or to next annual meeting | RSU conversion/deferral program existed pre–Sept 2024 |
| Annual director equity (post–Oct 2024) | $200,000 | Stock options | 25% per year over 4 years | Exercise price at FMV; “Option Conversion Program” allows cash retainer conversion into options; deferral discontinued |
| Hughes 2024 awards (reported) | $150,000 RSUs; $33,333 options | RSUs & options | RSUs per prior policy; options per uplift | 4,649 options at $7.17; 11,783 RSUs outstanding at 12/31/24 |
Governance Assessment
-
Positives
- Independent director with deep audit and capital markets experience; SEC-designated financial expert; chairs audit committees at two public companies—strong audit oversight credentials .
- Attendance: The board reported full compliance in 2023 and no director below 75% in 2024—indicates engagement .
- Stock ownership alignment: Mandatory director ownership guidelines (5× retainer); all participants met by year-end 2023 .
-
Watch items / potential red flags
- Controlled company status: Majority ownership (~50.5%) by Tungsten/Resolute grants governance exemptions; may reduce minority shareholder influence .
- Compensation Committee composition: Includes non-independent employee director (Thomas R. Knott) under controlled-company exemptions—could dilute independence of pay oversight (Hughes is not currently on this committee) .
- Board interlocks/family ties: John D. Cote (director) is son of Executive Chairman David M. Cote—heightened related-party vigilance; Audit Committee (including Hughes) reviews related-party transactions .
- Delegation of equity issuance authority to Resolute Holdings for M&A and awards (via Letter Agreement) could centralize decision-making; governance processes disclosed mitigate with committee oversight .
-
Mitigations
- Audit Committee responsibilities explicitly include reviewing related-party transactions, internal controls, and cybersecurity oversight; Hughes is a member and designated financial expert .
Overall, Hughes’ audit pedigree, independent status, and external audit chair roles support board effectiveness in financial oversight; controlled-company dynamics and committee independence exemptions warrant continued monitoring .