Brent Cox
About Brent Cox
Brent Cox (age 41) is an independent director of Ispire Technology Inc. since April 2023; he chairs both the Audit Committee and the Compensation Committee and is designated an audit committee financial expert. He holds a B.S. from the University of Southern California and brings investment banking (Jefferies Leveraged Finance) and private equity (Yucaipa Companies) experience, as well as extensive boardroom exposure. Current external public directorship: CleanCore Solutions, Inc. (NYSE: ZONE) since April 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Inception Companies | Co‑founder & Managing Partner | 2016–present | Private investment leadership; governance oversight across portfolio |
| Yucaipa Companies | Principal Investor | Sep 2008–Apr 2016 | Sourcing, financing, monitoring portfolio companies |
| Jefferies & Co. | Investment Banking Analyst (Leveraged Finance) | 2006–2008 | Structured financings; capital markets |
External Roles
| Organization | Listing/Ticker | Role | Start Date | Notes |
|---|---|---|---|---|
| CleanCore Solutions, Inc. | NYSE: ZONE | Director | Apr 2024 | Current public company directorship |
| MedMen Enterprises Inc. | OTC: MMNFF | Prior Director | N/D | Cannabis industry exposure |
| The Pharm, LLC | Private | Prior Director | N/D | Cannabis sector oversight |
| Pacific Dutch Group, LLC | Private | Prior Director | N/D | Governance experience |
| Soho House & Co Inc. | NYSE: SHCO | Board Observer (prior) | N/D | Hospitality/lifestyle exposure |
| Americold Realty Trust | NYSE: COLD | Board Observer (prior) | N/D | Cold storage logistics exposure |
| Versacold International Corp | Private | Board Observer (prior) | N/D | Supply chain/logistics |
| Stephen Webster Ltd.; Garrard & Co. Ltd. | Private | Board Observer (prior) | N/D | Luxury goods exposure |
| Eimskipafélag Íslands hf. | IC: EIM | Board Observer (prior) | N/D | Maritime logistics |
Board Governance
- Committee leadership: Audit Committee chair; Compensation Committee chair; Nominating & Corporate Governance Committee member (chair is non‑independent co‑CEO due to controlled‑company status).
- Independence: Board determined Cox is independent under Nasdaq Rule 5605(a)(2); Audit members meet Rule 10A‑3 standards.
- Audit Committee financial expertise: Cox qualifies as an “audit committee financial expert.”
- Attendance/engagement: Between Jul 1, 2023–Jun 30, 2024, Board met 7 times; Audit met 6 times; Nom‑Gov and Compensation Committees did not meet; all directors attended the prior annual meeting.
- Related‑party oversight: Audit Committee (chaired by Cox) reviews/approves related‑party transactions and certain pricing under supply agreements with Shenzhen Yi Jia.
Fixed Compensation
| Period | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| FY ended Jun 30, 2024 | 60,000 | 60,000 | — | 120,000 |
| As of Jun 30, 2024 | Director Stock Awards Received (shares) |
|---|---|
| Cox | 6,141 shares |
| Non‑Employee Director Compensation Policy (effective Oct 1, 2024) | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Quarterly fully‑vested share grant (base) | $41,250 per quarter |
| Quarterly equity for Audit Committee service | $2,500 per quarter |
| Quarterly equity for Compensation Committee service | $1,875 per quarter |
| Quarterly equity for Nominating & Corporate Governance service | $1,250 per quarter |
| Share calculation method | VWAP of prior quarter; rounded down; granted under A&R 2022 Plan |
Note: Based on Cox’s committee memberships (Audit, Compensation, Nom‑Gov), policy implies per‑quarter equity of $41,250 + $2,500 + $1,875 + $1,250 = $46,875 and $187,500 annually, plus $50,000 cash; actual grants depend on VWAP and continued service on quarter‑end.
Performance Compensation
| Category | Disclosure |
|---|---|
| Performance metrics tied to director pay (e.g., TSR, EBITDA, ESG) | None disclosed for non‑employee directors; equity grants are fully vested and formulaic per quarter. |
Other Directorships & Interlocks
| Company | Relationship to ISPR | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| CleanCore Solutions (ZONE) | Unrelated industry | None disclosed | Current directorship |
| MedMen Enterprises (MMNFF) | Cannabis operator | None disclosed with ISPR; prior role | Prior directorship |
| The Pharm, LLC | Cannabis | None disclosed | Prior directorship |
| Pacific Dutch Group, LLC | Cannabis | None disclosed | Prior directorship |
| Soho House (SHCO) | Hospitality | None | Prior board observer |
| Americold (COLD); Versacold | Logistics | None | Prior board observer |
| Stephen Webster; Garrard & Co. | Luxury goods | None | Prior board observer |
| Eimskip (EIM) | Maritime logistics | None | Prior board observer |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation.
- Capital markets and PE: Leveraged finance at Jefferies; principal investor at Yucaipa; investment firm co‑founder.
- Education: B.S., University of Southern California.
- Corporate governance: Prior and current board roles across multiple sectors.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Basis/Notes |
|---|---|---|---|
| Brent Cox | 20,998 | <1% | Based on 57,145,455 shares outstanding as of May 9, 2025 |
| Stock awards received (cumulative, as of Jun 30, 2024) | 6,141 shares | N/A | Director stock awards; vesting status not applicable (fully vested grants). |
Governance Assessment
- Strengths: Independent director with dual committee chair roles (Audit and Compensation); audit financial expert; Audit Committee explicitly oversees related‑party transactions; directors used Korn Ferry market study to reset director pay at ~25th percentile peer levels; presence of an equity clawback policy aligned with recent restatements (no recovery required).
- Risks/RED FLAGS:
- Controlled‑company structure: Co‑CEO chairs Nom‑Gov; independence waiver under Nasdaq Rule 5615(a)(7) reduces independent oversight of nominations.
- Significant related‑party dependence: Shenzhen Yi Jia (controlled by co‑CEO) supplies the majority of products; large related‑party payables ($77.1m as of Mar 31, 2025; $67.0m as of Jun 30, 2024) and purchases ($79.5m nine months ended Mar 31, 2025). Requires strong audit oversight to mitigate conflict risk.
- Committee activity: Compensation and Nom‑Gov Committees did not meet during FY2024 period disclosed; potential concern for board effectiveness in pay governance and nominations.
- Alignment: Director compensation mix in FY2024 was ~50% cash/$60k and ~50% equity/$60k for Cox; updated policy increases equity weighting via quarterly fully‑vested grants, which improves ownership exposure but lacks performance linkage.
Overall, Cox’s financial expertise and leadership of key committees are positives for investor confidence, but the controlled‑company governance structure and heavy related‑party transactions elevate the need for rigorous committee engagement and transparent oversight.