Brandi Vann
About Brandi Vann
Brandi C. Vann, Ph.D., was appointed to the 908 Devices (MASS) Board of Directors on August 1, 2025 as a Class I director with a term expiring at the 2027 annual meeting. She brings over 15 years of U.S. Department of Defense leadership across nuclear, chemical and biological defense programs, and currently serves as Director of Strategic Implementation at Draper (nonprofit). She holds a B.S. in Chemistry and a Ph.D. in Analytical Chemistry from the University of South Carolina. Notably, she received the 2023 Meritorious Presidential Rank Award.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Performing the Duties of the Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs; Principal Deputy Assistant Secretary | 2024–Jul 2025 | Principal advisor on nuclear weapons, nuclear energy, chemical and biological defense, demilitarization, treaty management |
| U.S. Department of Defense | Deputy Assistant Secretary of Defense for Chemical and Biological Defense | Sep 2019–Jan 2022 | Led DoD chem/bio defense programs |
| Defense Threat Reduction Agency (DTRA) | Chief, Advanced and Emerging Threats Division | 2017–2019 | Led characterization of advanced/emerging chem/bio threats |
| Defense Threat Reduction Agency (DTRA) | Chief, Detection & Diagnostics Systems Development Branch; Chief, Assays & Biomarkers Branch | 2014–2017; 2008–2012 | Program leadership in detection/diagnostics and biomarkers |
| Nephron Pharmaceuticals | Director of Laboratories | 2013–2014 | Laboratory leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Draper (nonprofit engineering innovation company) | Director of Strategic Implementation | Jul 2025 | Current role |
Board Governance
- Board seat: Class I director; appointed August 1, 2025; term ends at 2027 annual meeting.
- Committee assignments: None disclosed for Dr. Vann at appointment; on August 1, 2025 the Board named Tony J. Hunt as Compensation Committee Chair to fill a vacancy after a director resignation.
- Independence: The 2025 proxy indicates all directors except the CEO were independent at that time; the 8‑K did not state an independence determination for Dr. Vann specifically.
- Board structure: Separate Chair and CEO roles.
- Attendance: In 2024, the Board met 10 times; each director attended ≥75% of Board and committee meetings; Tony Hunt recused from 4 full and 2 partial meetings due to a Repligen-related conflict during a product portfolio transaction. No attendance data yet for Dr. Vann (joined in 2025).
- Stockholder meeting results (2025): All three Class II nominees were elected; PwC ratified as auditor.
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board retainer (cash) | $40,000; paid quarterly in arrears; pro‑rated for partial quarters |
| Committee retainers (member/chair) | Audit: $10,000 / $20,000; Compensation: $10,000 / $20,000; Nominating & Governance: $7,500 / $15,000 |
| Meeting fees | None (no additional per-meeting compensation) |
| Indemnification | Standard company indemnification agreement executed |
Performance Compensation
| Equity Award | Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Initial award (upon appointment) | $200,000 | 50% RSUs / 50% NQSOs | RSUs: annual over 3 years (pro‑rata on termination); Options: monthly over 3 years; 10‑yr term; exercise price = closing price on grant date | Granted under 2020 Plan |
| Ongoing annual award (continuing directors) | $135,000 | 50% RSUs / 50% NQSOs | RSUs: vest in full at 1‑yr anniversary or day prior to next annual meeting; Options: monthly over 1 year | Excludes those within 90 days of prior initial award |
| Change-in-control treatment | All outstanding Initial and Annual Awards fully vest and become exercisable upon a Sale Event (as defined) | — | — | 2020 Plan applies |
Performance metrics: Director equity is time-vested; no TSR/financial/ESG performance conditions disclosed for director grants.
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond MASS.
- Related party/interlocks: Company disclosed no arrangements/understandings for election, no family relationships, and no Item 404(a) related-party transactions for Dr. Vann.
Expertise & Qualifications
- Domain expertise: Nuclear, chemical, and biological (CBRN) defense; advanced/emerging threat characterization; detection/diagnostics systems leadership.
- Education: B.S. Chemistry; Ph.D., Analytical Chemistry (University of South Carolina).
- Recognition: 2023 Meritorious Presidential Rank Award (DoD Senior Executive Service).
Equity Ownership
| As of/Source | Common Shares Owned | Derivatives (Options/RSUs) | Notes |
|---|---|---|---|
| Form 3 (initial beneficial ownership) filed Aug 18, 2025 (event date Aug 1, 2025) | 0 | 0 | Form indicates “No securities are beneficially owned.” |
| Policy requirement (ownership guideline) | — | — | Non‑employee directors expected to own ≥3x annual cash Board retainer; includes directly owned and unvested time‑vesting RSUs; excludes options and performance awards. |
Insider trading, pledging, hedging:
- Company policy prohibits short sales, derivative transactions, pledging/margin accounts, and hedging transactions by directors, officers, employees, and certain consultants.
Insider Trades
| Date Filed | Form | Effective/Event Date | Reported Holdings After | Remarks |
|---|---|---|---|---|
| Aug 18, 2025 | Form 3 (Initial Statement of Beneficial Ownership) | Aug 1, 2025 | 0 | Filed by attorney‑in‑fact; notes no securities beneficially owned. |
Related Party Transactions
- Company disclosure states no direct or indirect material interest for Dr. Vann in transactions requiring Item 404(a) disclosure; no arrangements/understandings for election; no family relationships with directors/executives.
Governance Assessment
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Strengths
- Highly relevant CBRN and biodefense leadership aligns with MASS’s defense and public safety focus, enhancing board strategic oversight in national security markets.
- Clean related‑party profile at appointment; no Item 404(a) transactions; standard indemnification only.
- Director pay structure balanced toward equity with clear, transparent vesting; sale‑event acceleration disclosed upfront.
- Robust board processes: separate Chair/CEO; majority independent board at proxy time; comprehensive committee charters; strong attendance culture.
- Anti‑hedging/pledging policy supports alignment with shareholders.
-
Watch items
- Committee assignment for Dr. Vann not disclosed at appointment; monitor future committee roles to assess board workload distribution and fit.
- As an Emerging Growth Company, MASS does not hold Say‑on‑Pay votes; continued investor engagement disclosures matter as compensation evolves.
-
Shareholder voting context
- 2025 annual meeting achieved quorum; all director nominees elected and auditor ratified with strong support, indicating baseline confidence in governance.
Overall signal: Dr. Vann’s appointment is governance‑accretive for defense/public safety strategy, with no evident conflicts or red flags at entry; ongoing evaluation should track committee placement, equity accumulation against guidelines, and any subsequent Section 16 activity.