Alice Brennan
About Alice Brennan
Alice C. Brennan, age 72, is an independent director of Horizon Kinetics Holding Corporation (HKHC). She serves as Chair of the Compensation Committee and is a member of both the Audit Committee and the Nominating & Corporate Governance Committee; the Board has designated her an Audit Committee financial expert. Brennan previously served as Chief Compliance Officer at Verizon Wireless (2000–2014) and Bristol-Myers Squibb Company (1994–1999), and holds a BA (Chemistry & Biology, Skidmore), an MA (Microbiology & Immunology, Columbia), and a JD (Hofstra). The Board met twice in 2024 and all director nominees who served attended all meetings.
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Verizon Wireless | Chief Compliance Officer | 2000–2014 | Led risk management, M&A, governance, and corporate & IP law initiatives |
| Bristol-Myers Squibb Company | Chief Compliance Officer | 1994–1999 | Led risk management, M&A, governance, and corporate & IP law initiatives |
External Roles
| Organization | Role | Committees/Position | Notes |
|---|---|---|---|
| RENN Fund, Inc. (NYSE: RCG) | Director | Audit; Nominating & Governance (member) | Closed-end fund |
| FRMO Corp. (OTC Pink: FRMO) | Director | Audit; Nominating & Governance (member) | HKHC has related-party ties to FRMO (see below) |
| Greenbacker Renewable Energy Company II | Director | Audit (member); Nominating & Governance (Chair) | Independent power producer and climate-focused investment manager |
Board Governance
| Governance Attribute | Details |
|---|---|
| Committee assignments | Audit Committee (Member); Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Independence | All members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent |
| Financial expertise | Brennan is qualified as an Audit Committee financial expert under SEC rules |
| Lead Independent Director | Daniel J. Roller serves as Lead Independent Director |
| Board meeting attendance (2024) | Board met 2 times; all director nominees who served attended all meetings |
| Committee meetings (2024) | Audit met 2 times; Compensation met 2 times; Nominating & Governance met once; “all board members were in attendance” at these meetings |
Fixed Compensation
| Item | Amount | Terms |
|---|---|---|
| Annual retainer (non-management directors) | $100,000 | Cash; inclusive of service on all committees; paid quarterly; set August 13, 2024 |
| 2024 Director compensation (Brennan) | $50,000 | Fees earned/paid in cash; Stock awards $0; Total $50,000 |
Performance Compensation
| Metric/Instrument | 2024 Disclosure | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | No director equity awards disclosed for 2024 |
| Options | Not disclosed | No option awards shown in the 2024 Director Summary Compensation Table |
| Performance metrics tied to director pay | Not disclosed | Director pay presented as fixed cash retainer |
Other Directorships & Interlocks
| Entity | Interlock/Related-Party Relationship | Potential Conflict Consideration |
|---|---|---|
| FRMO Corp. | FRMO has a right to 4.2% of HKHC gross revenue (prior to commission sharing) and a 4.4% ownership interest in HKHC; HKHC owned 196,117 shares of FRMO as of 12/31/2024; Brennan is a director of FRMO | Meaningful economic ties between HKHC and FRMO create a potential related-party/interlock risk that warrants robust oversight and recusals on relevant matters |
| RENN Fund, Inc. | Brennan is a director; HKHC’s General Counsel also serves as VP/Assistant Secretary for RENN, indicating cross-organizational roles | Overlapping roles may require clear governance boundaries to avoid conflicts of interest |
Expertise & Qualifications
- Compliance leadership: Former Chief Compliance Officer at Verizon Wireless and Bristol-Myers Squibb, with cross-functional oversight in risk, governance, M&A, and corporate/IP law.
- Regulatory/financial literacy: Designated Audit Committee financial expert.
- Education: BA (Skidmore College), MA (Columbia University), JD (Hofstra University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Alice C. Brennan | 900 | <1% |
No pledging, hedging, or director stock ownership guidelines are disclosed in the proxy; insider trading policy applies firmwide.
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| 2024–2025 (proxy coverage) | Not disclosed in proxy | Section 16(a) compliance statement indicates timely filings by directors and officers; no specific transaction details provided. |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; Chairs Compensation Committee; served on all key committees with full attendance in 2024; background as senior compliance executive supports risk oversight.
- Alignment considerations: Director compensation is entirely cash (no equity retainer), and personal holdings are modest (900 shares, <1%), which may limit direct equity alignment relative to common best practices for public boards.
- Potential conflicts (RED FLAG to monitor): FRMO-related party ties (revenue share, ownership stake, and HKHC holdings) combined with Brennan’s FRMO directorship present interlock exposure; robust enforcement of HKHC’s Conflict of Interest Policy, Audit Committee approval of related-party transactions, and recusals are critical.
- Board structure: Combined Chair/CEO at HKHC is offset by a designated Lead Independent Director and fully independent key committees; adequate for a smaller reporting company but governance effectiveness depends on active independent oversight.
HKHC policies include Audit Committee approval/rejection authority for related-party transactions and a formal Conflict of Interest Policy requiring unaffiliated director approval and third-party terms on any approved transaction; HKHC also maintains a clawback policy for incentive compensation in cases of misconduct or fraud. These frameworks mitigate governance risk but require consistent execution.