Brian W. Brady
IZEA WorldwideAbout Brian W. Brady
Brian W. Brady (age 67) is an independent director of IZEA and currently serves as Chairman of the Nominations & Corporate Governance Committee; he joined the Board in August 2012 and has multi‑decade operating and governance experience in broadcasting and media . He was President & CEO of Northwest Broadcasting, Inc. from 1995 to December 2019 and Chairman of Bryson Holdings LLC, and holds a B.S. in Advertising from Ferris State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Broadcasting, Inc. | President & Chief Executive Officer | 1995 – Dec 2019 | Operated 15 TV stations across nine markets |
| Bryson Holdings LLC | Chairman | Not disclosed | Oversight of holding company for broadcasting assets |
| FOX Affiliate Board | Director; Chairman | 9 years; Chairman for 4 | Industry leadership and affiliate governance |
| National Association of Broadcasters | Director | 8 years | Trade association governance |
| Saga Communication | Director | 9 years | Public broadcasting company board service (as disclosed) |
| Ferris State College Foundation | Director | 7 years | Non‑profit foundation board |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Duration Media | Director | Current |
| Syncbak | Director | Current |
| Cox Media Group | Director | Current |
| Blok Sports/Sparx | Director | Current |
| Heritage Broadcasting Company | Director | Current |
| Manhattan West Asset Management | Senior Advisor (one of three) | Current |
Board Governance
- Independence: The Board determined Brady is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments:
- Nominations & Corporate Governance Committee – Chair (members: Brady, Bonchristiano, Rua) .
- Not listed as a member of Audit, Compensation, or Strategy & Capital Allocation Committees in 2024 .
- Attendance and engagement (FY2024): Board met 21 times; committees met as follows—Audit (6), Strategy & Capital Allocation (2), Nominations & Corporate Governance (1), Compensation (10); each director attended at least 75% of Board and applicable committee meetings; all seven directors attended the 2024 annual meeting .
- Board leadership: IZEA separates Chair and CEO roles; Lindsay A. Gardner is independent Chair. Independent directors meet in executive session, typically at each regular in‑person Board meeting .
- Anti‑hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees | $40,500 | Paid under non‑employee director program |
| 2024 Equity (Restricted Stock) | $60,000 | Quarterly grants; shares vested immediately on each quarterly grant date in 2024 |
| 2024 Total | $100,500 | Sum of cash and equity |
Current director fee schedule (effective Sept 6, 2024):
- Board: $35,000 cash retainer; $60,000 in restricted stock issued quarterly (vests immediately) .
- Committee fees:
- Audit: Members $5,500; Chair $15,000 .
- Compensation: Members $4,500; Chair $10,000 .
- Nominations & Corporate Governance: Members $3,000; Chair $5,500 .
- Strategy & Capital Allocation: Members $4,500; Chair $10,000 .
- Additional fee: Chairman of the Board receives $20,000 .
Implication for Brady (NCG Chair): Eligible annual cash fees align with his 2024 cash compensation level (base cash $35,000 + NCG Chair $5,500 = $40,500), indicating full‑year committee chair participation under the revised schedule .
Performance Compensation
| Instrument | Grant/Status | Key Terms |
|---|---|---|
| Restricted Stock (Director) | $60,000 in 2024 | Granted quarterly; vests immediately on grant date to align with shareholders |
| Stock Options | 2,471 unexercised options at $30.80 as of 12/31/2024; expired 4/8/2025 | Legacy grants outstanding at 12/31/2024; expiration noted (no ongoing option exposure post‑April 2025) |
Performance metrics tied to director pay: None disclosed for non‑employee directors (director equity is time‑based and vests immediately) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Duration Media | Director | No IZEA‑related interlock disclosed |
| Syncbak | Director | No IZEA‑related interlock disclosed |
| Cox Media Group | Director | No IZEA‑related interlock disclosed |
| Blok Sports/Sparx | Director | No IZEA‑related interlock disclosed |
| Heritage Broadcasting Company | Director | No IZEA‑related interlock disclosed |
- Related‑party transactions: The only related‑party disclosure for 2023–2025 involved a Cooperation Agreement with GP Parties (unrelated to Brady); no Brady‑specific related‑party transactions were disclosed .
- Delinquent Section 16 filings: The company disclosed three late filings affecting other insiders; none were attributed to Brady .
Expertise & Qualifications
- 25+ years operating and governance experience across multi‑media/broadcasting, including CEO and board roles; provides industry and governance expertise to NCG oversight .
- Education: B.S. in Advertising, Ferris State University .
- Prior industry leadership: Chaired FOX Affiliate Board; served on National Association of Broadcasters board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes | Record Date |
|---|---|---|---|---|
| Brian W. Brady | 448,988 | 2.6% | Includes 448,988 outstanding shares of common stock; no derivative positions disclosed in footnote for Brady | Oct 15, 2025 |
- Company prohibits pledging and hedging by directors, which supports alignment; no pledges are permitted under policy .
- Shares outstanding for ownership calculation: 17,050,205 as of Oct 15, 2025 .
- Director equity awards vest immediately upon grant (no unvested director RSUs reported at year‑end), limiting overhang and simplifying alignment .
Governance Assessment
Strengths
- Independent director and Chair of Nominations & Corporate Governance Committee; committee fully independent, strengthening oversight of board composition, governance practices, and succession planning .
- Strong engagement: Board and committees met frequently in 2024; Brady met the 75% attendance threshold along with all directors; all directors attended the 2024 annual meeting, indicating engagement .
- Ownership alignment: Holds 2.6% of outstanding shares; director equity is in stock with immediate vesting; anti‑hedging/pledging policy enhances alignment .
- No disclosed related‑party transactions involving Brady; no Section 16 reporting delinquencies disclosed for Brady .
Watch items
- Long service since 2012 underscores experience but can raise typical tenure/refreshment considerations; mitigated by independent status and active NCG leadership .
- Director equity vests immediately each quarter; while aligned via stock, lack of holding requirements is not addressed in the proxy (no director stock ownership guideline disclosed), which some investors prefer for longer holding horizons .
- Broader board context includes a 2024 Cooperation Agreement with GP Parties adding two directors and forming a Strategy & Capital Allocation Committee; while unrelated to Brady, ongoing monitoring of governance stability and independence balance is prudent .
RED FLAGS
- None disclosed related to Brady for conflicts, related‑party transactions, hedging/pledging, or attendance shortfalls .