Brian James
About Brian James
No Duos Technologies Group (DUOT) filings identify a director named “Brian James.” The 2025, 2024, and 2023 DEF 14A proxies list directors as Charles P. Ferry, Ned Mavrommatis, James Craig Nixon, Frank A. Lonegro (and previously Kenneth Ehrman), but do not include “Brian James.” The independent directors are Nixon, Mavrommatis, and Lonegro . Accordingly, DUOT has not disclosed background, age, education, tenure, or credentials for a director named “Brian James.”
Identity note: If “Brian James” refers to James Craig Nixon (independent director), details below cover board governance, compensation, and alignment for Nixon, Mavrommatis, and Lonegro (the independent directors on DUOT’s board) .
Past Roles
No disclosures exist for a DUOT director named “Brian James” in the company’s proxy statements or 8‑K filings .
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed for “Brian James” | — | — | — |
For context on independent directors:
- James Craig Nixon: Founder/CEO, Nixon Six Solutions; prior CEO of ACADEMI; selected for Ranger Hall of Fame .
- Frank A. Lonegro: President, CEO, and Director of Landstar System, Inc. (Nasdaq: LSTR) since Feb 2024; prior EVP/CFO at Beacon Roofing Supply; prior executive roles at CSX .
Board Governance
- Board independence: The Board affirmed Nixon, Mavrommatis, and Lonegro are independent under Nasdaq rules .
- Board meetings: 8 meetings held in 2024; actions not taken at meetings were via unanimous consent .
- Committee structure and chairs:
| Committee | Chair | Members |
|---|---|---|
| Audit | Ned Mavrommatis | James Craig Nixon; Frank A. Lonegro |
| Compensation | James Craig Nixon | Ned Mavrommatis |
| Corporate Governance & Nominating | James Craig Nixon | Ned Mavrommatis |
Attendance rates by director are not individually disclosed; only total meetings are reported .
Fixed Compensation
Policy: Each independent director receives $40,000 annually for board service (incl. at least one committee) and an additional $10,000 for each committee chair; paid 40% cash / 60% stock or options at the director’s election (up to 100% stock) .
Director compensation – year ended Dec 31, 2023 vs 2024:
| Director | Cash Fees ($) 2023 | Stock Awards ($) 2023 | Total ($) 2023 | Cash Fees ($) 2024 | Stock Awards ($) 2024 | Total ($) 2024 |
|---|---|---|---|---|---|---|
| Kenneth Ehrman | 5,000 | 45,000 | 50,000 | 5,000 | 45,000 | 50,000 |
| Frank A. Lonegro | 0 | 18,065 | 18,065 | 0 | 40,000 | 40,000 |
| Ned Mavrommatis | 20,000 | 30,000 | 50,000 | 20,000 | 30,000 | 50,000 |
| James C. Nixon | 0 | 50,000 | 50,000 | 0 | 50,000 | 50,000 |
Notes:
- Ehrman resigned as Chairman/director on April 9, 2025 .
- Lonegro elected to receive all compensation in stock in both years .
- Nixon elected to receive all compensation in stock .
Performance Compensation
- Explicit performance metrics tied to director pay: None disclosed (director compensation is fixed retainer + chair fees, with equity election; no performance-based director pay metrics) .
Other Directorships & Interlocks
| Director | External Company | Role | Potential Interlock/Related Party | Governance Handling |
|---|---|---|---|---|
| Frank A. Lonegro | Landstar System, Inc. (Nasdaq: LSTR) | President, CEO, Director | DUOT utilized Landstar for shipping services; expensed $64,686 (2024) and $33,812 (2023) | Lonegro recused from selection/discussions/votes; transactions reviewed/approved; amounts owed $21,674 (2024) and $395 (2023) |
Expertise & Qualifications
- Independent directors:
- Nixon: Decorated retired brigadier general (JSOC/USSOCOM), former CEO ACADEMI; founder/CEO Nixon Six Solutions; governance and compensation committee chair experience .
- Mavrommatis: CPA; former CFO at PowerFleet (PWFL) and I.D. Systems (IDSY); Audit Committee chair; designated audit committee financial expert .
- Lonegro: Public-company CEO (LSTR) and former CFO; deep finance/operations/technology experience; audit committee financial expert .
Equity Ownership
Total beneficial ownership (as of April 4, 2025):
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding |
|---|---|---|
| James C. Nixon | 57,233 | <1% |
| Frank A. Lonegro | 37,152 | <1% |
| Ned Mavrommatis | 46,447 | <1% |
| Executive Officers & Directors (6 persons) | 1,354,205 | 11.62% |
Notes:
- Lonegro and Mavrommatis designated as audit committee financial experts; independence affirmed .
- CEO Ferry holds 536,036 shares (incl. 522,889 RS with three-year cliff vesting to 12/31/2027) – alignment context at the board level .
Governance Assessment
- Identity gap: No record of a DUOT director named “Brian James.” The independent directors on DUOT’s board are Nixon, Mavrommatis, and Lonegro; investors should confirm the intended individual (likely James Craig Nixon) before conducting person-specific pay/performance analysis .
- Committee independence and expertise are strong (Audit and Compensation chaired by independent directors; financial experts designated) .
- Clawback oversight: Compensation Committee oversees DUOT’s Policy for Recovery of Erroneously Awarded Compensation – positive governance signal .
- Related-party exposure managed: Landstar shipping engagements appropriately handled with Lonegro recusal and committee oversight; disclosure includes dollar amounts and payables – mitigates conflict risk .
- Dual-role/affiliate arrangement: DUOT’s AMA with Fortress (“New APR”) assigns executive roles to CEO Ferry and COO King in addition to DUOT roles; vesting acceleration/change-of-control terms disclosed; cost-sharing noted (APR covers 50% of certain compensation) – potential time-allocation/conflict risk disclosed to be monitored .
- Section 16 compliance: Reports filed timely except three purchase transactions reported late on one Form 4 by Nixon – minor compliance issue acknowledged .
- Director pay structure: Fixed retainer plus chair fees with equity election (40% cash/60% stock or up to 100% stock) – alignment via equity, but no explicit director performance metrics disclosed .
RED FLAGS to monitor:
- Dual executive capacities under the Fortress/APR arrangement (potential conflicts/time allocation despite disclosure and cost-sharing) .
- Ongoing related-party transactions (e.g., Landstar) – presently mitigated by recusal and oversight, but merits continued review .
If you intended “James Craig Nixon” instead of “Brian James,” I can produce a director-specific deep dive on Nixon’s committee roles, ownership, compensation, and work history.