Glen R. Bressner
About Glen R. Bressner
Glen R. Bressner, age 64, is Chairman of the Board at Innovative Solutions and Support, Inc. (ISSC). He has served on the ISSC board since 1999, with his current term expiring in 2025. Bressner is the co-founder and Managing Partner of Activate Venture Partners and has deep finance and investment expertise; he holds a B.S. in Business Administration from Boston University (cum laude) and an MBA from Babson College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IQE plc (LSE: IQEP) | Director | Not disclosed | Audit Committee member |
| Tabula Rasa Healthcare (NASDAQ: TRHC) | Director | Not disclosed | Chair of Nomination Committee |
| Alum‑a‑Lift, Inc. (private) | Director, shareholder | Until 2024 (company acquired) | Family-owned manufacturer; acquired by a subsidiary of InvestorAB in 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Activate Venture Partners | Co‑founder & Managing Partner | Ongoing | Early‑stage focused VC firm; evolved from affiliated funds since 1985 |
Board Governance
- Independence: Board affirms Bressner is independent under Nasdaq listing standards .
- Chair/Leadership: Chairman of the Board; separation of CEO and Chair roles (CEO: Dr. Shahram Askarpour) .
- Committee assignments:
- Audit Committee member; designated “audit committee financial expert” by the Board .
- Nominating & Corporate Governance Committee member (Chair in 2024; member in 2025) .
- Attendance:
- FY2024: Board held 7 meetings; Audit 5; Compensation 2; Nominating & Governance 1; all directors attended at least 75% of meetings of the Board and their committees .
- FY2023: Board held 10 meetings; Audit 8; Compensation 10; Investment 1; Nominating & Governance 1; all directors attended at least 75% .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 10 | 7 |
| Audit Committee meetings | 8 | 5 |
| Compensation Committee meetings | 10 | 2 |
| Nominating & Governance meetings | 1 | 1 |
| Attendance ≥75% (directors) | Yes | Yes |
Fixed Compensation
| Component (Directors) | Policy/Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee) | $45,000 | Jan 1, 2024 | Paid quarterly in arrears |
| RSU annual grant target | $75,000 | Apr 18, 2024 grant (2024 program) | Vests 1‑year from grant; increased to $80,000 on Feb 26, 2025 |
| Chairman of Board retainer | $30,000 (additional) | Jan 1, 2024 | In addition to base retainer |
| Audit Committee member retainer | $5,000 → $7,000 | $5k effective Jan 1, 2024; increased to $7k Feb 26, 2025 | Additional annual cash |
| Compensation Committee member retainer | $5,000 | Jan 1, 2024 | Additional annual cash |
| Nominating & Governance member retainer | $3,750 | Jan 1, 2024 | Additional annual cash |
| Audit Committee Chair | $12,000 | Jan 1, 2024 | Additional annual cash |
| Compensation Committee Chair | $7,500 | Jan 1, 2024 | Additional annual cash |
| Nominating & Governance Chair | $5,000 | Jan 1, 2024 | Additional annual cash |
| Travel & lodging reimbursement | Reasonable expenses reimbursed | Ongoing | Standard director policy |
| FY2024 Director Compensation (Bressner) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $83,803 |
| Stock Awards (grant‑date fair value) | $60,718 |
| Total | $144,521 |
Performance Compensation
- ISSC does not disclose performance‑linked compensation elements for non‑employee directors (no bonus plans or performance RSUs/options for directors) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Interlock Considerations |
|---|---|---|---|
| IQE plc | Public (LSE: IQEP) | Director (prior) | Audit Committee member; no ISSC interlock disclosed |
| Tabula Rasa Healthcare | Public (NASDAQ: TRHC) | Director (prior) | Chair of Nomination Committee; no ISSC interlock disclosed |
| Alum‑a‑Lift, Inc. | Private | Director/shareholder (prior) | Acquired by InvestorAB subsidiary in 2024 |
Expertise & Qualifications
- Finance/Investment: Extensive venture capital experience; capital markets understanding; “audit committee financial expert” designation .
- Education: B.S. Business Administration (Boston University, cum laude); MBA (Babson College) .
Equity Ownership
| Ownership Detail (as of Feb 20, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 128,201 |
| % of shares outstanding | <1% (asterisk indicates <1%) |
| Vested shares (issued & outstanding) | 116,957 |
| Unvested RSUs vesting within 60 days | 11,244 |
| Options held | None disclosed for non‑employee directors at FY2024 year‑end |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no pledging, margin accounts; hedging requires prior approval) |
| Director ownership guidelines | Required ≥3x annual cash base retainer; retention of 50% of shares from vesting/exercise until compliant (non‑employee directors) |
Governance Assessment
- Strengths:
- Independent Chairman; robust committee participation including Audit; designated audit financial expert .
- Clear director stock ownership guidelines and anti‑hedging/anti‑pledging policies that enhance alignment .
- Transparent, standardized director compensation framework with increased equity emphasis (RSU targets) .
- Watch items:
- Section 16 compliance: one late Form 4 in FY2024; previously four late Forms 4 across five transactions reported for FY2023 — administrative control opportunity. RED FLAG: repeated late filings signal process weaknesses .
- Committee shifts: transition of Nominating & Governance Committee chair from Bressner (2024) to Dean (2025); ensure continuity and effectiveness .
- Rights Plan adoption (2025) tied to foreign ownership and defense contracting risks increases governance complexity; Board cites DOD/CFIUS/ITAR/EAR compliance rationale .
Related‑Party Transactions
- No related‑party transactions involving Bressner reported in FY2024 or FY2023. A consulting retainer was disclosed for Garry Dean’s entity (PAL) ($9,500/month, one‑year term), not related to Bressner .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay frequency: triennial; next vote scheduled for 2026 .
- Most recent approval: 98% support at 2023 annual meeting (for executive compensation approach) .
Committee Roles Map (Bressner)
| Committee | FY2024 Role | FY2025 Role |
|---|---|---|
| Audit | Member; financial expert | Member; financial expert |
| Nominating & Corporate Governance | Chair (with P. Olver) → replaced by S. Belland after 2024 meeting | Member (Chair: G. Dean) |
| Board | Chairman | Chairman |
Independence: The Board has affirmatively determined Bressner (and all committee members) are independent under Nasdaq rules; all key committees comprise independent directors .
Insider Filings & Attendance Indicators
| Indicator | FY2023 | FY2024 |
|---|---|---|
| Late Section 16 filings (Form 4) | Four late Forms 4 (five transactions) | One late Form 4 (one transaction) |
| Annual Meeting attendance policy | Directors requested to attend; all then‑serving directors attended prior year meetings per policy statements |