Brent Longnecker
GenprexAbout Brent M. Longnecker
Independent Class I director of Genprex (GNPX) since March 18, 2020; age 69. Background: Chairman & CEO of 1 Reputation (since Jan 2021), former Founder & CEO of Longnecker & Associates (2003–2022), senior roles at Resources Consulting Group and Resources Connection, with prior partner leadership at Deloitte & Touche and KPMG. Education: BBA and MBA, University of Houston; NACD Board Fellow; prolific author on executive compensation and governance. The Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1 Reputation | Chairman & CEO | Jan 2021–Present | Executive compensation and governance consulting expertise |
| Longnecker & Associates | Founder & CEO | Aug 2003–Feb 2022 | Executive compensation advisory; governance consulting |
| Resources Consulting Group | President | Jun 1999–Aug 2003 | Management consulting leadership |
| Resources Connection | Executive Vice President | Jun 1999–Aug 2003 | Corporate advisory services |
| Deloitte & Touche | National Partner-In-Charge, Performance Mgmt & Comp Consulting | Not disclosed | Big Four governance/comp consulting leadership |
| KPMG Peat Marwick | Partner | Not disclosed | Big Four partner experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Board Fellow; past board member | Not disclosed | Professional director education and governance credentials |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair (since July 24, 2020); Nominating & Corporate Governance Committee Chair (since July 24, 2020). All three committees comprised of independent directors.
- Financial expertise: Board determined Longnecker is an “audit committee financial expert” and financially sophisticated under Nasdaq rules.
- Independence: Board determined all non-employee directors, including Longnecker, are independent under Nasdaq and SEC rules.
- Attendance and engagement: Board met 21 times in 2024; all directors attended at least 75% of Board and committee meetings; Audit met 4 times; Compensation met 2 times; Nominating met 2 times (2024).
- Leadership structure: Non-executive Chairman currently Jose Antonio Moreno Toscano; no separate Lead Independent Director; committee chairs report to the Board.
Fixed Compensation
Outside Director Compensation Policy elements (cash):
- Annual cash retainer $40,000; additional annual fees: Non-Exec Chair $15,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $10,000; Nominating member $5,000.
Director compensation – Longnecker (non-employee director):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 | $70,000 | $70,000 | $70,000 |
| Stock Awards ($) | — | — | $91,612 | $5,130 |
| Option Awards ($) | $80,000 | $80,000 | — | — |
| Total ($) | $150,000 | $150,000 | $161,612 | $75,130 |
Notes:
- 2024 RSU grant values computed under ASC 718; unvested RSUs held by each director were 4,750 shares as of Dec 31, 2024; options outstanding 4,242 shares.
- The 2024 cash total aligns with policy: $40,000 retainer + $10,000 Compensation Chair + $10,000 Nominating Chair + $10,000 Audit member = $70,000.
Performance Compensation
Equity awards and vesting context for non-employee directors:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| RSU Grant Date Fair Value ($) | — | — | $91,612 | $5,130 |
| Unvested RSUs (shares, year-end) | — | — | 3,095 | 4,750 |
| Options Outstanding (shares, year-end) | 86,219 | 169,587 | 4,242 | 4,242 |
- Policy provides initial option grant of $80,000 value for first-time directors; subsequent annual equity moved toward RSUs (time-based). No director performance metrics (TSR/EBITDA/etc.) are disclosed for director equity; awards are time-based RSUs and options per policy.
Other Directorships & Interlocks
- No current public company directorships or interlocks disclosed for Longnecker in GNPX proxy biographies.
Expertise & Qualifications
- Expertise: Corporate governance, executive compensation, and risk management consulting across healthcare, energy, real estate, manufacturing, and financial sectors.
- Credentials: NACD Board Fellow; designated audit committee financial expert.
- Education: BBA and MBA, University of Houston.
Equity Ownership
Beneficial ownership (as of June 30, 2025):
| Holder | Direct Shares | Indirect Shares | Options (exercisable) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Brent M. Longnecker | 8,220 | 500 (Longnecker Associates Ltd.) | 4,242 | 12,962 | <1% |
- Hedging/pledging: Company policy prohibits short sales, hedging, and pledging/margining of company stock by directors, officers, employees, or consultants.
Compensation Committee Analysis
- Composition: Longnecker (Chair), Moreno Toscano, Wilson; all independent.
- Processes: Reviews CEO and executive compensation, performance goals aligned to long-term strategy; administers Compensation Recovery (clawback) Policy; selects independent consultants and evaluates conflicts.
- Consultant: Aon Radford engaged in 2024 after independence assessment under SEC/Nasdaq rules; used for benchmarking executive and director pay vs peer set.
Say-on-Pay & Shareholder Feedback
| Proposal | 2024 Votes For | 2024 Against | 2024 Abstain | 2024 Broker Non-Votes | 2025 Votes For | 2025 Against | 2025 Abstain | 2025 Broker Non-Votes |
|---|---|---|---|---|---|---|---|---|
| Advisory Vote on NEO Compensation | 350,633 | 65,825 | 10,251 | 796,655 | 4,089,289 | 1,791,592 | 291,899 | 9,600,549 |
- Frequency of Say-on-Pay: Stockholders selected annual votes in 2024; Board adopted annual frequency.
Related Party Transactions
- Oversight: Audit Committee reviews and approves related-person transactions; directors with interests must recuse; transactions evaluated for independence and market terms.
- Disclosures: No related-party transactions disclosed involving Longnecker. The only significant related-party disclosure pertains to legacy royalty arrangements with IRI related to MD Anderson IP (former CEO’s estate).
Risk Indicators & Red Flags
- Positive signals: Multi-committee leadership with independence; audit committee financial expert designation; consistent meeting attendance; external independent comp consultant engagement with conflict checks; prohibitions on hedging/pledging.
- Potential concerns: No Lead Independent Director (mitigated by Non-Exec Chair); relatively low personal ownership (<1%), though equity awards exist; ensure ongoing monitoring for any consulting relationships with entities he controls (none disclosed).
Governance Assessment
- Board effectiveness: Longnecker enhances board capability via compensation/governance expertise and finance literacy; serves as chair of two governance-critical committees (Compensation; Nominating), supporting oversight rigor.
- Independence and engagement: Confirmed independent; strong meeting cadence and attendance; committees actively met during 2024.
- Alignment: Director pay structure blends cash retainers with time-based RSUs; equity ownership is small in absolute terms (<1%), though consistent equity grants provide some alignment; policy prohibits hedging/pledging.
- Conflicts: No related-party transactions disclosed involving Longnecker; Audit Committee maintains robust review procedures; Compensation Committee employs independent advisors.