Brian Brown
Co-DiagnosticsAbout Brian Brown
Brian Brown is Chief Financial Officer and Secretary of Co-Diagnostics, Inc. (CODX), serving since February 22, 2021; he is 49 years old, a licensed CPA in Utah, with BA and MPA in Accounting from the University of Utah . Company pay-versus-performance disclosures show CODX’s cumulative TSR fell to $8.40 for a hypothetical $100 investment in 2024 and net income was a loss of $38 million in 2024 (vs. $14.89 and a $35 million loss in 2023), framing a challenging performance backdrop during his tenure . Brown’s role includes SEC reporting, internal controls, audits, M&A, and financial forecasting; he was appointed without a fixed-term employment contract (at-will) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Assurance Senior | 2001–2005 | Delivered audit services across multiple industries and built SOX 404 control expertise . |
| Franklin Covey Products | Corporate Controller | 2005–2009 | Developed and maintained internal controls over financial reporting per SOX 404 . |
| Sportsman’s Warehouse Holdings (NASDAQ: SPWH) | Director of Finance | 2009–2019 | Supported IPO (2014), follow-on offerings, acquisitions, and SEC reporting compliance . |
| Sportsman’s Warehouse Holdings | VP Accounting, Treasury & IR | 2019 | Led accounting, treasury, IR; managed audits and SEC filings . |
| A-Core Concrete Cutting | Chief Financial Officer | 2020–2021 | Oversaw finance, M&A, forecasting; budget responsibility . |
| Co-Diagnostics (CODX) | Chief Financial Officer & Secretary | 2021–present | Principal financial and accounting officer; corporate secretary since July 2021 . |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
| No public company board memberships or outside directorships disclosed for Brown in CODX filings . |
Fixed Compensation
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $235,000 (per 8-K) | $300,000 | $313,333 |
| Target Bonus % | 10% of base (initial terms) | Not disclosed | Not disclosed |
| Actual Cash Bonus Paid (USD) | Not disclosed for 2021 | $32,000 (includes $17,000 accrued paid Jan 2024) | $15,000 |
Notes: CODX reports executives serve at-will without written employment agreements; cash bonuses are discretionary based on financial and strategic objectives approved by the board .
Performance Compensation
| Type | Grant Date | Shares/Units | Grant-Date/Fair Value | Metrics/Weighting | Vesting & Schedule |
|---|---|---|---|---|---|
| RSU award (initial) | 2/22/2021 | 30,000 RSUs | Not separately valued in proxy tables | Service-based (no performance weighting disclosed) | Vests 5,000 on 11/23/2021 and every 6 months thereafter until fully vested . |
| RSU award | 6/6/2022 | 37,500 unvested at 12/31/2024; MV $28,125 at $0.75 | $28,125 (MV at 12/31/2024) | Service-based (no weighting disclosed) | Vests in 6 installments commencing 11/23/2022, then every 6 months . |
| RSU award | 1/13/2023 | 43,333 unvested at 12/31/2024; MV $32,500 at $0.75 | $32,500 (MV at 12/31/2024) | Service-based | Vests in 6 installments commencing 5/23/2023, then every 6 months . |
| RSU award | 5/15/2023 | 112,500 unvested at 12/31/2024; MV $84,375 at $0.75 | $84,375 (MV at 12/31/2024) | Service-based | Vests in 6 installments commencing 11/23/2023, then every 6 months . |
| RSU award | 4/26/2024 | 187,500 unvested at 12/31/2024; MV $140,625 at $0.75 | $140,625 (MV at 12/31/2024) | Service-based | Vests in 6 installments commencing 11/23/2024, then every 6 months . |
Additional context: 2024 reported stock awards (aggregate grant-date fair value) for Brown were $249,750 vs $701,550 in 2023, indicating lower equity grant value year over year .
Equity Ownership & Alignment
| Measure | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Total Beneficial Ownership (shares) | 3,476 | 32,256 | 131,013 | 290,689 | 513,292 (Apr 3, 2025) / 599,291 (Oct 31, 2025) |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% | 1.5% (Apr 2025) / 1.0% (Oct 2025) |
| Options – exercisable | None disclosed | None disclosed | None disclosed | None disclosed | None indicated in 2025 table |
| Unvested RSUs (selected grants) | — | — | See 2023 table | 37,500; 43,333; 112,500; 187,500 unvested by grant | Not itemized |
| Pledging/Hedging | No pledging disclosed in stock ownership tables; company maintains insider trading policy . |
Stock ownership guidelines for executives are not disclosed in CODX filings; no mention of pledged shares for Brown appears in reported tables .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | No written employment agreement; at-will employment for executives . |
| Appointment & roles | CFO since 2/22/2021; Corporate Secretary from 7/8/2021 . |
| Initial comp terms | Base $235,000; target bonus up to 10% of base; initial grant 30,000 RSUs with semiannual vesting . |
| Change-in-control (CIC) severance plan | CFO designated at 2x Severance Multiplier; benefit equals multiplier × (annual base + greater of target bonus or average of three highest bonuses over prior five years); double-trigger equity vesting provisions in 2025 Plan apply when awards are assumed or not assumed . |
| Illustrative CIC payouts | $1,037,774 (assuming termination 12/31/2023) ; $891,263 (assuming termination 12/31/2024) . |
| Clawbacks | Awards may be subject to forfeiture/recoupment under CODX compensation recovery policies . |
Compensation Structure Analysis
- Equity grant value fell materially YoY: Brown’s stock awards decreased from $701,550 (2023) to $249,750 (2024), while salary rose modestly and cash bonus decreased ($32,000 to $15,000), shifting pay mix toward cash and lower equity in 2024 .
- Awards are primarily RSUs with time-based vesting; no options outstanding are disclosed for Brown, consistent with CODX’s use of RSUs over options for executives .
- Governance protections: 2025 Equity Incentive Plan prohibits option/SAR repricing without shareholder approval and uses double-trigger vesting in CIC scenarios, which discourages repricing red flags and aligns vesting with retention needs .
Related Party Transactions
- No related-party transactions disclosed involving Brian Brown personally; broader CODX disclosures note employment of CEO family members and prior arrangements with acquired entities, but not involving Brown .
Risk Indicators & Red Flags
- Listing compliance pressure and potential equity-driven dilution: CODX sought reverse split authorization to meet Nasdaq $1.00 bid price, with illustrative impacts on share counts and plan reserves, potentially affecting equity award dynamics and insider selling windows tied to semiannual RSU vesting .
- CIC severance exposure: Brown’s 2x CIC severance (cash plus potential equity acceleration under plan terms) could be perceived as retention-incentive aligned but adds payout risk in change-of-control scenarios .
- Insider trading controls: CODX maintains insider trading policy; no hedging/pledging disclosures for Brown .
Compensation & Performance Tables
Executive Pay vs Performance (CODX company-level; context for CFO pay alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| CEO CAP (USD) | $579,599 | $421,350 |
| Avg Non-CEO NEO CAP (USD) | $485,150 | $346,524 |
| Value of $100 Investment (TSR) | $14.89 | $8.40 |
| Net Income (USD millions) | (35) | (38) |
CFO (Brian Brown) Compensation detail
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $300,000 | $313,333 |
| Cash Bonus (USD) | $32,000 | $15,000 |
| Stock Awards (USD; grant-date fair value) | $701,550 | $249,750 |
| Total Compensation (USD) | $1,033,550 | $578,083 |
Outstanding Equity Awards (as of 12/31/2024) – Brian Brown
| Grant | Unvested Units | Market Value @ $0.75 | Vesting Start | Vesting Cadence |
|---|---|---|---|---|
| RSUs 6/6/2022 | 37,500 | $28,125 | 11/23/2022 | 6 installments, every 6 months |
| RSUs 1/13/2023 | 43,333 | $32,500 | 5/23/2023 | 6 installments, every 6 months |
| RSUs 5/15/2023 | 112,500 | $84,375 | 11/23/2023 | 6 installments, every 6 months |
| RSUs 4/26/2024 | 187,500 | $140,625 | 11/23/2024 | 6 installments, every 6 months |
Beneficial Ownership Progression – Brian Brown
| Date | Shares | % of Class |
|---|---|---|
| 6/30/2021 | 3,476 | <1% |
| 6/30/2022 | 32,256 | <1% |
| 6/30/2023 | 131,013 | <1% |
| 6/30/2024 | 290,689 | <1% |
| 4/3/2025 | 513,292 | 1.5% |
| 10/31/2025 | 599,291 | 1.0% |
Compensation Committee & Governance
- Compensation Committee (independent): Richard S. Serbin (Chair), Edward Murphy, Eugene Durenard, James Nelson; met twice in 2024; oversees executive pay and incentive plans .
- 2025 Equity Incentive Plan approved by shareholders (6.7 million shares reserve); includes no “liberal” CIC definition, no discounted options/SARs, no liberal share recycling, no repricing without shareholder approval, and double-trigger treatment in CIC with assumed awards; clawbacks allowed .
Investment Implications
- Pay-for-performance alignment appears constrained by negative TSR and net losses across 2023–2024 while Brown’s 2024 total comp fell 44% YoY, primarily via reduced equity grant value, indicating responsive moderation of at-risk pay amid operational headwinds .
- Semiannual RSU vesting across multiple grant cohorts creates predictable liquidity windows that can influence insider selling cadence; monitor Form 4 activity around 11/23 and 5/23 cycles and any reverse split impacts on award quantities and prices .
- CIC protections (2x cash severance plus plan-based equity acceleration mechanics) lower retention risk but introduce potential change-of-control payout overhang ($0.89–$1.04 million illustrated), relevant in strategic scenarios .
- Governance structure and the 2025 Plan’s prohibition on repricing and use of double-trigger CIC vesting reduce common equity compensation red flags, suggesting shareholder-friendly plan design even as the company navigates listing compliance and capital structure adjustments .