Jonathan Brolin
About Jonathan Brolin
Independent director since November 2017; age 52. Founder and Managing Partner of Edenbrook Capital (est. 2011), with 25+ years in public/private equity investing and investment banking; former Lead Independent Director (2018–2020). Education: MBA, Columbia Business School (Beta Gamma Sigma); BA, University of Pennsylvania (Benjamin Franklin Scholar, General Honors). Fellow of Fordham University’s Gabelli Center; taught Advanced Topics in Value Investing as Adjunct Professor for seven years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edenbrook Capital, LLC | Founder & Managing Partner | Since 2011 | Concentrated, long-term investing in small/mid-cap; PE approach to public markets |
| Fordham Univ. Gabelli School of Business | Adjunct Professor; Fellow, Gabelli Center | Taught 7 years; current Fellow | Advanced Topics in Value Investing; governance/analysis expertise |
External Roles
- No other public company directorships disclosed for Brolin in FEIM’s proxy biographies.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Brolin is independent under NASDAQ standards; Board composition: 4 independent, 1 management director (2025) |
| Committee memberships | Audit Committee (Chair; SEC “financial expert”) ; Compensation Committee (member) ; Nominating & Corporate Governance Committee (member) |
| Attendance | Board held 6 meetings in FY2025; all directors attended all Board and committee meetings of which they were members (100% attendance) |
| Committee activity | Audit (4 meetings) ; Compensation (5 meetings) ; Nominating & Corporate Governance (5 meetings) |
| Lead Independent Director | Served as Lead Independent Director 2018–2020 |
| Executive sessions | Independent directors meet in executive session at least annually |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual director cash retainer | $50,000 |
| Audit Committee Chair stipend | $8,000 |
| Cash total (Brolin) | $58,000 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting / Performance Metrics |
|---|---|---|---|---|
| Annual director stock grant | Oct 31, 2024 | 6,702 | $84,579 | Not performance-based; paid as Common Stock; vesting terms not specified |
No performance metrics apply to director compensation; director equity grants are not tied to revenue/EBITDA/TSR goals.
Other Directorships & Interlocks
| Person | Role | Potential Interlock/Influence |
|---|---|---|
| Jonathan Brolin | Managing Member at Edenbrook Capital | Edenbrook beneficially owned 1,897,813 shares (19.5%); Brolin deemed beneficial owner via control position (disclaims beyond pecuniary interest) |
| Russell M. Sarachek | Managing Director, Contra Capital | Indirect beneficial owner of 464,080 shares (4.8%) via Contra Capital (sole investment discretion) |
Related-party transactions above SEC thresholds: none reported in FY2025/FY2024.
Expertise & Qualifications
- SEC-designated Audit Committee Financial Expert; able to read and understand fundamental financial statements.
- 25+ years investment/investment banking; strategy, capital allocation, risk oversight; public company experience.
- MBA (Columbia), BA (UPenn); academic engagement in value investing.
Equity Ownership
| Data point | Value |
|---|---|
| Beneficial ownership (Brolin/Edenbrook) | 1,897,813 shares |
| Percent of shares outstanding | 19.5% (based on 9,749,271 shares outstanding at Aug 21, 2025) |
| Ownership structure note | Form 4 indicates Edenbrook Capital LLC, Edenbrook Long Only Value Fund LP, and Jonathan Brolin collectively; each disclaims beneficial ownership except to pecuniary interest |
| Hedging policy | Company prohibits hedging by directors/officers/family members |
| Pledging | No pledging disclosure/policy for directors in proxy; plan-level hedging/pledging reference for awards exists |
Director Compensation (FY2025 — Brolin)
| Component | FY2025 Amount |
|---|---|
| Fees Earned/Paid in Cash | $58,000 |
| Fees Paid in Stock | $84,579 |
| Total | $142,579 |
Governance Assessment
- Alignment and influence: As Audit Chair and 19.5% beneficial owner via Edenbrook, Brolin combines oversight authority with significant shareholder influence—good alignment but potential conflict risk, especially on audit, internal control, and capital allocation decisions.
- Independence: Board affirms independence; nonetheless, investor-activist status (Edenbrook) warrants monitoring for related-party matters (none reported) and oversight neutrality.
- Attendance/engagement: Strong—100% attendance; active on three committees including chair role; committees met 4–5 times each.
- Director pay mix shift: Introduction of annual stock grants (6,702 shares, $84,579) increased equity portion vs. prior year’s cash-only structure, enhancing ownership alignment for directors.
- Auditor non-audit services: Grant Thornton performed a “comprehensive assessment and study of executive compensation” while serving as auditor; pre-approved, but dual role can raise independence optics. Monitor scope creep in non-audit services.
- Board diversity compliance: 2024 proxy disclosed no “Diverse” director under Nasdaq Rule 5605(f) for boards of five or fewer—Board stated intent to add diversity. Confirm remediation in subsequent year.
- Policies: Anti-hedging policy in place; clawback policy embedded in stock plan; executive sessions of independent directors held at least annually.
- RED FLAGS / Watch items:
- Large-shareholder Audit Chair (Brolin) may present perceived conflicts in auditor selection/fee oversight and internal control judgments—ensure robust disclosure and recusal protocols where relevant.
- Auditor’s compensation-study engagement—ensure audit committee vigilance on auditor independence and limit non-audit services that intersect with compensation governance.
- Diversity gap noted in 2024—investors may expect demonstrable progress.
Notes on Compensation Structure and Metrics (Directors)
- No director meeting fees or performance-based metrics; stipends for Audit/Comp committee chairs only.
- Equity for directors granted as common stock on a fixed date; not RSUs/PSUs, not performance-conditioned.
Board and Committee Activity Summary (FY2025)
| Body | Meetings | Attendance |
|---|---|---|
| Board of Directors | 6 | 100% (all directors) |
| Audit Committee | 4 | Not individually disclosed; overall attendance 100% |
| Compensation Committee | 5 | Not individually disclosed; overall attendance 100% |
| Nominating & Corporate Governance Committee | 5 | Not individually disclosed; overall attendance 100% |