Brian Parsley
About Brian Parsley
Brian Parsley (age 54) joined Dominari’s Board in September 2025 and is an independent director. He brings 30+ years in entrepreneurship, sales, and leadership development, having founded and exited USAhire.com and WeSkill; he is co‑founder of The Constance Group and developed “The Human Factor™” framework used to improve performance and trust via authentic human connection. Recognitions include Top 40 Executive Under 40; the Board cites his entrepreneurship and sales/leadership experience as qualifying credentials for director service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAhire.com | President | May 1999 – Jan 2002; company sold in 2001 | Founder/operator; exit achieved |
| Train One | President | 2001 – 2009 | Online sales training leadership |
| WeSkill | President | May 2009 – Dec 2013 | Online employment company; exited |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| The Constance Group | Co‑founder; advisor on sales/leadership via behavioral science | Since Jan 2001 | Developed “The Human Factor™”; consults with Fortune 500; recognized Top 40 Executive Under 40 |
Board Governance
- Independence: Board determined Parsley is independent (Nasdaq/SEC criteria). Audit, Compensation, and Nominating & Governance committees consist solely of independent directors .
- Board leadership: CEO Anthony Hayes also serves as Chairman; non‑management directors meet in executive session at each quarterly board meeting .
- Committee assignments and roles:
- Compensation Committee: Chair (with Kyle Haug as member); both independent; members deemed non‑employee directors under Rule 16b‑3 .
- Audit Committee: Member; committee chaired by Kyle Haug (audit committee financial expert); both independent .
- Nominating & Governance Committee: Member; committee chair is Gregory James Blattner; both independent .
- Audit Committee engagement: Parsley co‑signed the Audit Committee Report recommending inclusion of FY2024 audited financials in the 10‑K .
- Attendance: In 2024, Board met 3 times; Audit 4; Compensation 4; Investment 1; Nominating 0. Each incumbent director attended ≥75% of meetings; all directors attended the last annual meeting .
| Committee | Parsley Membership | Chair Role | Independence (Board Determination) |
|---|---|---|---|
| Audit | Member | No (Chair: Haug) | Yes |
| Compensation | Member; Chair | Yes | Yes |
| Nominating & Governance | Member | No (Chair: Blattner) | Yes |
| Investment | Not listed | — | — |
| 2024 Board/Committee Activity | Meetings Held |
|---|---|
| Board of Directors | 3 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Investment Committee | 1 |
| Nominating & Governance Committee | 0 |
| Director attendance | Each incumbent ≥75% |
| Annual meeting attendance | All directors attended |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (non‑employee directors) | $65,000 cash, paid quarterly | Structure in force for FY2024; cash retainer |
| Additional retainer (Chairman of the Board) | $5,000 annually | Not paid since CEO assumed Chair role in H2 2023 |
| Committee chair/member fees | Not disclosed | No explicit committee fee schedule in proxy |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Note: Parsley joined in Sept 2025; his FY2025 director compensation amounts are not disclosed in the filings reviewed .
Performance Compensation
| Element | FY2024 Non‑Employee Director Outcome | Notes |
|---|---|---|
| Stock awards ($) | — (none) | Proxy tables show $0 stock awards for non‑employee directors in 2024 |
| Option awards ($) | — (none) | Proxy tables show $0 option awards for non‑employee directors in 2024 |
| Non‑equity incentive compensation ($) | — (none) | No director bonus program disclosed |
| Performance metrics tied to director comp | Not disclosed | No TSR/EBITDA/ESG metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Company/Organization | Role | Committees | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Parsley’s proxy biography lists entrepreneurial roles; no public board interlocks disclosed |
Expertise & Qualifications
- 30+ years entrepreneurship and sales/leadership development; founder/operator with successful exits (USAhire.com; WeSkill) .
- Co‑founder of The Constance Group; developed “The Human Factor™” framework; consults with Fortune 500 companies .
- Recognized as Top 40 Executive Under 40; frequent contributor at business publications and conferences .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Options (exercisable within 60 days) | Note |
|---|---|---|---|---|
| Brian Parsley | 0 | <1% (asterisk in table) | 0 | Record Date: Oct 13, 2025; 15,998,027 common shares outstanding |
- Hedging/pledging policy: Insider Trading Policy requires pre‑clearance for any transaction involving Company securities, specifically including gifts, loans, pledges, and hedges by directors/executive officers and household members; trading is prohibited during blackout periods .
- Stock ownership guidelines: No director stock ownership guidelines are disclosed in the cited proxy/10‑K materials reviewed .
Governance Assessment
- Strengths:
- Independent director with committee leadership (Compensation Chair) and dual committee membership (Audit; Nominating), supporting board effectiveness and checks/balances .
- Active Audit Committee engagement; Parsley co‑signed the FY2024 Audit Committee Report recommending inclusion of audited financials in the 10‑K, indicating oversight participation .
- Non‑management directors hold executive sessions each quarterly board meeting, enhancing independent oversight .
- Alignment/Compensation:
- Director compensation structure for 2024 is cash‑only (no equity awards or options), which reduces at‑risk alignment compared to equity‑based director pay .
- As of Oct 13, 2025, Parsley held zero shares and zero options, implying low “skin‑in‑the‑game” until ownership is established; % ownership <1% .
- Conflicts/Policies:
- Board has not adopted written related party transaction policies/procedures; approvals are handled case‑by‑case by the Board—this is a governance weakness that can reduce investor confidence .
- Historical related‑party exposure exists (e.g., Kyle Wool’s prior equity in Revere Securities and Company transactions alongside Revere), though Wool no longer holds Revere equity as of May 20, 2025; not a Parsley‑specific conflict but indicates broader board conflict management context .
- Insider Trading Policy relies on pre‑clearance for pledging/hedging rather than outright prohibitions—investors may view this as less stringent alignment control .
- Attendance/Engagement signaling:
- 2024 board/committee activity shows limited meeting count and no Nominating Committee meetings; while Parsley joined in 2025, the lack of nominating activity in 2024 is a board‑level engagement signal to monitor .
- Structure:
- CEO also serves as Chairman; while independent committee chairs exist, combined roles can concentrate authority and are often viewed unfavorably by governance‑focused investors absent a Lead Independent Director (not disclosed) .
Overall implication: Parsley’s committee leadership (Compensation Chair) and independence strengthen oversight, but current ownership alignment is weak (0 shares; cash‑only director pay), and company‑level governance policies on related‑party transactions and hedging/pledging are less rigorous than best practice—areas investors may scrutinize for board effectiveness and alignment .