Brian Nelson
About Brian Nelson
Brian Nelson (age 54) is an independent director of Dragonfly Energy Holdings Corp. (DFLI), serving on the Board since October 2022; he previously served on the board of Legacy Dragonfly from April–October 2022. He is CEO (since 2003) and President (since 2002) of Precision Surfacing Solutions Group (formerly Lapmaster Group), holds an MBA in Entrepreneurship from DePaul University and a BS in Civil & Environmental Engineering from Marquette University, and is a member of the Association of Manufacturing Technology and Young Presidents’ Organization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Surfacing Solutions Group (Lapmaster Group) | Chief Executive Officer | 2003–present | CEO overseeing business operations |
| Precision Surfacing Solutions Group (Lapmaster Group) | President | 2002–present | Executive leadership |
| Lapmaster Group | Sales Department | 1996–2003 | Commercial leadership prior to purchasing company in 2003 |
| TII Technical Education Systems | Sales Engineer | 1996 | Technical/commercial role |
| Rust Environment & Infrastructure | Staff Engineer | 1993–1995 | Engineering role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of Manufacturing Technology | Member | Not disclosed | Industry association affiliation |
| Young Presidents’ Organization | Member | Not disclosed | Executive peer organization |
- No other public company directorships disclosed for Brian Nelson in DFLI proxies .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Nelson is independent under SEC/Nasdaq rules |
| Board tenure/class | Class B Director; term to expire at the 2027 annual meeting |
| Committee memberships | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chair roles | Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee |
| Audit Committee service | Not listed as Audit Committee member in disclosed materials |
| Meeting cadence FY2024 | Board met 4x (+14 written consents); Audit 4x (+1 consent); Compensation 4x (+1 consent); Nominating & Governance 2x (+1 consent) |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; Brian Nelson did not attend the 2024 annual meeting of stockholders (held remotely) |
RED FLAG: Missed annual shareholder meeting (engagement signal) .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual retainer (Board member) | $58,800 cash | Eligibility requires ≥75% attendance |
| Lead Independent Director retainer | $20,000 cash | If applicable |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000 | No member fees beyond chair fees |
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | $55,350 | As disclosed in Director Compensation Table |
Performance Compensation
| Grant | Grant Date | Instrument | Quantity | Vesting | Grant-date Fair Value |
|---|---|---|---|---|---|
| Annual director grant | Apr 12, 2024 | RSUs | 222,222 | Vest in 3 equal annual installments, beginning first anniversary, subject to continued service | Not separately disclosed per grant; annual practice targets ~$100,000 value thereafter |
| Annual director equity | FY2024 | RSUs | Notional | Directors received $100,000 value in stock awards for FY2024 | As reported; accounted per ASC 718 |
| Options outstanding (as of 12/31/24) | Prior awards | Options | 7,227 (exercisable) | Not disclosed | Outstanding balance only |
Performance Metrics Tied to Director Compensation:
- Annual equity grants are time-based RSUs (three-year vest) rather than performance-conditioned PSUs; policy allows for options/RSUs/cash at Compensation Committee discretion with annual target values and initial appointment awards .
- No TSR/EBITDA/revenue performance metrics for director equity disclosed; grants appear service-based .
As of March 31, 2025, each Non-Employee Director held 24,692 unvested RSUs (reflects share adjustments over time) .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Interlocks/Shared Directorships |
|---|---|---|
| Brian Nelson | None disclosed | None disclosed with DFLI competitors/suppliers/customers |
Expertise & Qualifications
- Engineering and industrial operations background; long-tenured CEO/President in precision manufacturing, indicating operational and commercial expertise .
- MBA in Entrepreneurship (DePaul) enhances governance oversight of compensation/strategy; BS in Civil & Environmental Engineering (Marquette) adds technical literacy relevant to energy storage manufacturing .
- Association affiliations (AMT, YPO) suggest industry network and executive leadership exposure .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Breakdown/Notes |
|---|---|---|---|
| Sep 10, 2025 | 19,445 | <1% | Includes 7,881 shares issuable upon exercise of options exercisable within 60 days |
| Mar 18, 2025 | 19,445 | <1% | Includes 7,445 options and 8,230 RSUs exercisable/issuable within 60 days |
- Anti-hedging policy: Officers/directors (and related persons) prohibited from hedging and from transactions in publicly-traded options and derivatives on DFLI securities .
- No pledging disclosures identified in the proxy sections reviewed .
Governance Assessment
Key Findings:
- Committee leadership: Nelson chairs both Compensation and Nominating & Governance committees, central to pay practices, board refreshment, and governance standards—supports board effectiveness but concentrates influence in one director .
- Independence and attendance: Board affirms independence; he met ≥75% meeting attendance for retainers but did not attend the 2024 annual shareholder meeting—minor engagement concern .
- Compensation alignment: Director pay blends cash retainers with annual RSUs; FY2024 stock awards of $100,000 and time-based vesting indicate standard governance-market alignment; limited use of options in recent period (7,227 outstanding) reduces risk of repricing optics .
- Ownership: Small direct beneficial stake (<1%) with modest options/RSUs; alignment is primarily via ongoing RSU grants rather than significant personal share ownership .
- Related-party exposure: Short-term financing from Nelson to the company via promissory/convertible notes with fees ($1.0M + $100k fee in Mar-2023; $1.0M + $50k fee in Jan-2024; $1.7M + $85k fee in Feb-2024)—approved per related party policy by Audit Committee, but poses potential conflict/perception risk when a compensation and governance chair is also a creditor to the issuer .
Signals and RED FLAGS:
- Related-party loans and fees from a sitting director (and committee chair) to the company; while disclosed and approved, this is a governance red flag due to potential conflicts of interest and independence optics .
- Missed annual meeting attendance in 2024—engagement signal to monitor, though overall meeting attendance thresholds were met .
Overall Implications:
- Nelson’s deep operating experience is additive for compensation and governance oversight, but concentration of chair roles plus related-party financing warrants continued monitoring by investors for robust Audit Committee review and clear recusals where appropriate .