Matthew Henninger
About Matthew Henninger
Matthew Henninger (age 58) was appointed to the Houston American Energy Corp. board in July 2025 as an independent director; he brings 35+ years of experience across corporate finance, marketing, brand development, and operational management, including roles as Managing Partner of BRM Holdings (since March 2015) and CEO of Exotropin (since April 2023); the proxy states these businesses have no affiliation with HUSA and that he has not held other public company directorships in the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRM Holdings (private family office) | Managing Partner | Mar 2015–present | Oversees investments in biotech, healthcare services, consumer products, data access technology, and funds |
| Exotropin (BRM portfolio company) | Chief Executive Officer | Apr 2023–present | Leads exosome platform technology; also responsible for manufacturing |
External Roles
| Entity | Role | Public/Private | Notes |
|---|---|---|---|
| BRM Holdings | Managing Partner | Private | No affiliation with HUSA disclosed |
| Exotropin | CEO | Private | No affiliation with HUSA disclosed |
| Other public company boards (last 5 years) | — | — | None reported |
Board Governance
- Independence: The Board determined Henninger is independent under NYSE American and SEC rules; only CEO Edward Gillespie and former CEO Peter Longo are non-independent .
- Committees: Henninger serves on the Audit Committee (alongside Robert Bailey and Martha Crawford) and is Chair of the Compensation Committee (committee composed of Henninger and Robert Bailey) ; he is also a member of the Governance and Nominating Committee (chaired by Martha Crawford) .
- Lead Independent Director: Robert Bailey currently serves as Lead Independent Director .
- Board and committee activity (FY 2024 reference): Board met six times; all directors serving then attended ≥75% of meetings; Audit met five times; Compensation met once; Nominating did not meet .
- Annual meeting attendance expectation: Directors are expected to attend; all prior directors at the time attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $11,700 | Paid quarterly; FY 2024 standard arrangement |
| Committee membership retainer | $3,900 per committee | Paid quarterly; FY 2024 standard arrangement |
| Audit Committee Chair fee | $4,875 | Paid quarterly; FY 2024 standard arrangement |
| Compensation Committee Chair fee | $4,875 | Paid quarterly; FY 2024 standard arrangement |
| Expense reimbursement | Reasonable expenses reimbursed | For Board/committee meetings |
Performance Compensation
| Metric/Instrument | Terms | Vesting | Notes |
|---|---|---|---|
| Stock options (annual grant) | 20,000 shares at grant (pro-rated if appointment off-cycle) | 20% at grant; 80% nine months post-grant | Strike price = fair market value on grant date; FY 2024 standard arrangement; no RSUs/PSUs disclosed for directors |
No director performance metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for non-employee directors; compensation consists of retainers and option grants as outlined above .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|
| None reported (public companies, past 5 years) | — | — | Proxy states Henninger held no other directorships in the last five years |
Expertise & Qualifications
- 35+ years in corporate finance, marketing, brand development, and operations; currently leads a family office (BRM Holdings) investing across biotech, healthcare services, consumer products, data access tech, and funds .
- CEO of Exotropin, an exosome platform technology company; also oversees manufacturing operations .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Matthew Henninger | Not reported (“–”) | — | As of Nov 13, 2025; shares outstanding were 34,632,566 |
| Policy: Hedging | Prohibited | — | Directors and officers are prohibited from hedging HUSA securities (e.g., puts, calls, shorts) |
The proxy sections reviewed did not reference a pledging policy; only anti-hedging is explicitly disclosed .
Insider Trades and Section 16(a) Reporting
| Name | Number of Late Reports | Description |
|---|---|---|
| Matthew Henninger | 1 | Form 3 was not filed on a timely basis |
Governance Assessment
- Committee influence and independence: Henninger’s roles span Audit membership and Chair of Compensation, providing oversight over financial reporting and executive pay; he is independent under NYSE American/SEC rules .
- Engagement indicators: FY 2024 Board met six times and committees were active (Audit: 5 meetings); however, Compensation met once and Nominating did not meet in FY 2024, which may indicate low cadence historically; note Henninger joined in July 2025, after these FY 2024 stats .
- Ownership alignment: No beneficial ownership reported for Henninger as of Nov 13, 2025; standard director equity exposure is via options, but none were shown as exercisable within 60 days for him in the ownership table .
- Policies: Anti-hedging restrictions apply to directors, which supports alignment by preventing hedging; pledging policy was not referenced in retrieved sections .
- RED FLAGS:
- Late Section 16 Form 3 filing for Henninger indicates initial compliance weakness; investors often view timely insider reporting as a baseline governance expectation .
- Concentrated control post–July 2025 share exchange (Abundia Financial and BFH) potentially elevates governance risk generally, though not specific to Henninger; continued strong independent committee leadership is important under such control structures .
Related party transactions: The proxy reports no related party transactions involving directors/officers exceeding SEC thresholds other than the change-of-control transactions described; Henninger’s external businesses are stated to have no affiliation with HUSA .