Brian McDonald
About Brian McDonald
Brian McDonald, age 54, is an independent Class III director of Forge Global Holdings (FRGE), appointed March 17, 2025; his current term (nominated) runs through the 2028 annual meeting. He is a veteran of financial services and wealth management, with senior leadership experience at Morgan Stanley (Managing Director, Head of Direct and Institutional Businesses) and over 20 years at Charles Schwab (most recently Senior Vice President). He holds a B.A. in Economics from Indiana University and an M.B.A. from Ball State Graduate School of Business. The Board affirms his independence under NYSE standards and appointed him to the Audit and Risk Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director, Head of Direct and Institutional Businesses | Dec 2017–Jan 2025 | Built and led “Morgan Stanley at Work,” a leading workplace financial platform; oversaw direct and institutional businesses. |
| Charles Schwab | Senior Vice President; prior leadership roles across workplace and retail services | 20+ years | Led workplace and retail service functions; extensive operating experience in wealth platforms. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIFIN (AI platform for asset, wealth, insurance) – two portfolio companies | Executive in Residence; board member | Since Feb 2025 | Advisory/board roles at AI-driven investment/wealth companies; supports digital transformation in wealth management. |
Board Governance
- Director Class/Term: Class III; appointed March 17, 2025; nominated to serve until 2028.
- Independence: Board affirmatively determined McDonald is independent under NYSE standards and Rule 10A-3 for committee service.
- Committee Memberships:
- Audit Committee: Member (financially literate; committee chair is Kimberley Vogel; Vogel designated “audit committee financial expert”).
- Risk Committee: Member (chair Ashwin Kumar).
- Attendance/Engagement: He joined in 2025; for 2024 the Board held 8 meetings and each director then serving attended ≥75% of Board/committee meetings; directors are expected to attend and participation is considered in renomination. (McDonald’s 2024 attendance not applicable.)
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Annual cash retainer for non-employee directors; paid quarterly in arrears; pro-rated for partial year service. |
| Audit Committee member | $10,000 | Annual cash retainer (chair receives $20,000 plus one-time $45,000, not applicable to McDonald); paid quarterly in arrears. |
| Risk Committee member | $4,000 | Annual cash retainer; paid quarterly in arrears. |
| Ad hoc committees (if any) | Up to $1,500/meeting or up to $10,000 annual per ad hoc committee | As determined by the Board; paid quarterly in arrears, pro-rated. |
| Subsidiary board service (if any) | Up to $20,000 annual per Subsidiary Board | As determined by the Board; paid quarterly in arrears, pro-rated. |
McDonald’s director compensation is “consistent with the compensation policies applicable to the Company’s other non-employee directors.”
Performance Compensation
| Award/Provision | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU Award (upon election) | $240,000 grant date fair value | 1/12 each Quarterly Vesting Date (Mar 1, Jun 1, Sep 1, Dec 1) until fully vested | Granted as soon as practicable after becoming an Outside Director; time-based vesting; fair market value based on trailing 20 trading days unless Board determines otherwise. |
| Annual RSU Award (each annual meeting) | $170,000 grant date fair value | 1/4 each Quarterly Vesting Date after grant | First Annual Award is pro-rated based on days served from Start Date to first Annual Meeting after becoming an Outside Director. |
| Sale Event acceleration | N/A | Full vesting of outstanding Initial/Annual RSUs | Restrictions lapse if an Outside Director continues through the Sale Event date. |
| Annual compensation cap | $1,000,000 in first year; $750,000 thereafter | N/A | Aggregate of cash and equity grants per fiscal year (equity measured at grant-date fair value). |
| Clawback administration | N/A | N/A | Compensation Committee administers the Company’s compensation recovery (“clawback”) policy (primarily for executive officers). |
Note: The proxy does not list McDonald’s specific grant dates/units for 2025; policy terms above apply, with actual grants subject to Board action and proration.
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Notes |
|---|---|---|
| Two TIFIN-affiliated companies | Board member (Executive in Residence) | Private/AI-focused wealth platforms; specific company names and committee roles not disclosed. |
| Compensation Committee interlocks | None | FRGE discloses no interlocking relationships with other companies’ boards/compensation committees. |
Expertise & Qualifications
- Financial services/wealth management operator with digital platform expertise (Morgan Stanley at Work; Charles Schwab leadership).
- Financially literate; qualified for Audit Committee service (Board-designated financial expert is Vogel).
- Education: B.A. Economics (Indiana University); M.B.A. (Ball State Graduate School of Business).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Brian McDonald | — | * (<1%) | April 15, 2025 |
- Shares outstanding used for calculation: 12,643,271 common shares.
- Hedging/pledging prohibition: Directors, officers, employees are prohibited from hedging or pledging FRGE equity or holding in margin accounts under the Insider Trading Policy.
- Stock ownership guidelines (effective Dec 10, 2024): Non-employee directors required to hold FRGE stock valued at ≥5x annual Board cash retainer; compliance assessed annually starting Dec 31, 2029 and required by the first Determination Date on/after the 5th anniversary of election (or guideline effective date). Unvested time-based RSUs count; options and performance awards do not. McDonald is in the phase-in period given his March 2025 start.
Governance Assessment
- Independence/Committees: Affirmed independent; placed on Audit and Risk Committees—positive for board effectiveness and risk oversight; financially literate for Audit service.
- Alignment: As of April 15, 2025, no beneficial ownership reported; alignment expected to improve via policy-driven RSU awards and newly adopted director ownership guidelines (5x retainer). Watch item for near-term “skin in the game” until awards vest and ownership builds.
- Conflicts/Related Party: 8-K explicitly discloses no related-party transactions and no appointment arrangements; insider policy prohibits hedging/pledging—no immediate conflict red flags.
- Compensation structure: Mix of modest cash retainers plus time-based RSUs (no director options/PSUs in policy); annual caps limit pay inflation risk; pro-rata and quarterly vesting promote retention without short-term gaming.
- Attendance/Engagement: 2024 attendance was strong across the Board; McDonald joined in 2025—monitor engagement and attendance through 2025–2026 cycle.
RED FLAGS / Watch Items
- Low reported ownership at appointment date (—, <1%)—monitor compliance trajectory under ownership guidelines and disclosure of initial/annual RSU grants.
- No performance-based director equity; purely time-based RSUs—standard practice but offers limited pay-for-performance linkage at the director level.
Administrative and legal: Standard indemnification agreement to be executed with McDonald; Board size fixed at seven upon his appointment.