George Brandon
About George Brandon
George Brandon is President and Head of Community Development and has served as a director of MDB Capital Holdings, LLC (MDBH) since January 14, 2022. He has 36 years of investment experience, with the last 12 years at Public Ventures (formerly MDB Capital Group), focusing on marketing, strategy development, and community building around entrepreneurial start-ups, micro-cap, and small-cap companies; he was previously a partner at Trinity River Advisors, LLC, a turnaround consulting firm. He was 65 in 2024 and 66 in 2025, and received his education at Concordia University Irvine. MDBH is a controlled company (dual-class voting), and Brandon is not an independent director; no TSR, revenue growth, or EBITDA growth performance metrics tied specifically to his compensation are disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Ventures (formerly MDB Capital Group) | Investment, marketing & strategy/community building | 12 years | Focused on start-ups, micro/mid-cap community building to support growth capital formation |
| Trinity River Advisors, LLC | Partner (turnaround consulting) | — | Targeted small companies in financial distress; turnaround execution |
External Roles
- None disclosed in MDBH proxy materials for Brandon.
Fixed Compensation
- MDBH discloses named executive officer (NEO) compensation for CEO Christopher Marlett, Mo Hayat, and Anthony DiGiandomenico; George Brandon is not reported as an NEO for 2023–2024, and his base salary, target bonus, and cash compensation are not disclosed in the proxies.
Performance Compensation
- MDBH’s 2022 Equity Incentive Award Plan provides RSUs and options to directors/officers, with vesting based on service and market conditions; conversions from RSUs to options occurred for certain executives (Marlett and Hayat) in April 2025. Specific equity grants to Brandon are not explicitly described beyond footnote references in ownership tables.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Market price trigger (one-half of certain RSU awards to key persons) | 50% of grant (for those awards structured this way) | Average price ≥ $20 for 90 consecutive days with average monthly volume ≥ 2,000,000; or average price ≥ $25 for 90 consecutive days (reduced by distributions) | Not disclosed | Not disclosed | Vests upon market condition achievement before 5th anniversary of grant |
| Time-based service vesting (other half of certain RSU awards) | 50% of grant | 20% at month 13 post-listing; 10% every six months thereafter until 5-year anniversary | Not disclosed | Not disclosed | Vests per schedule contingent on continued service |
| Change-of-control acceleration | — | — | — | Potential acceleration | Board/committee discretion to accelerate under change-of-control provisions |
Notes:
- April 28, 2025: RSUs of Marlett and Hayat converted to options; plan terms remain applicable generally.
- No specific performance metrics (e.g., EBITDA, TSR, ESG) tied to Brandon’s compensation are disclosed.
Equity Ownership & Alignment
- MDBH is a controlled company with two holders of Class B shares (5 votes/share), affecting voting power and independence; Brandon is a management director. Independent director fees/policies do not apply to management directors, and director fees for insiders are generally not paid.
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Class A Shares Owned | — | 90,000 |
| Class A Ownership % | — | 1.8% |
| Class B Shares Owned | — | — |
| Combined Voting Power % | — | 0.3% |
| Footnote on additional RSUs (as labeled “(5)” for certain insiders) | “Does not include 1,000,000 RSUs vesting through April 18, 2027” (for individuals marked (5)) | “Does not include 900,000 RSUs vesting through April 2027” (for individuals marked (5)) |
Additional alignment considerations:
- Insider trading policy permits 10b5-1 plans and requires pre-clearance; recipients of shares upon vesting may sell within 15 days if no blackout or MNPI; no adoptions/terminations of Rule 10b5-1 plans occurred in the last fiscal quarter referenced.
- Audit committee oversees hedging transactions; no pledging or hedging by Brandon is disclosed.
Employment Terms
- No individual employment agreement terms for Brandon are disclosed (start date, severance multiples, non-compete, etc.).
- Plan-level terms: RSUs/options under the 2022 Plan cannot be granted below fair market value; awards may be net or cashless exercised; board/committee can set vesting, performance goals, and adjust for termination/retirement/disability. Change-of-control acceleration is at board/committee discretion.
- Clawback policy applies to “excess” incentive compensation based on financial reporting measures for executive officers across three prior fiscal years in the event of a restatement, regardless of misconduct.
Board Governance
- Role: Director since January 14, 2022; non-independent (management director).
- Board structure: Controlled company under Nasdaq rules (exempt from majority independent board, compensation, and nominating committees); MDBH maintains an audit committee of independent directors.
- Committees: Audit Committee members—Daniel Torpey (Chair), Susanne Meline, Sean Magennis; Brandon is not listed as a member.
- Lead Independent Director: Susanne Meline served in 2022; Daniel Torpey appointed Lead Independent Director in February 2025.
- Attendance: Each director attended ≥75% of board and applicable committee meetings; Board held four meetings in FY 2024.
- Director compensation: Policy to not pay fees to directors who also receive MDB/subsidiary salaries; independent director fees disclosed separately.
Related Party & Control Considerations
- Control: Class B shares (all held by Marlett and DiGiandomenico) represent ~85% of eligible voting power; management intends to use controlled company exemptions.
- Related-party transactions: MDB Capital S.A. (owned by Marlett and DiGiandomenico) provided services ($1,485,822 in 2024; $1,123,401 in 2023); PatentVest engaged in transactions with eXoZymes; ENDRA-related costs recognized; all reviewed under audit committee policy.
Investment Implications
- Alignment: Brandon now holds 90,000 Class A shares (1.8% of class; 0.3% voting), increasing alignment versus FY 2024 when no holdings were disclosed; however, combined voting power is low due to Class B structure, which concentrates control with two insiders.
- Governance/independence: Dual role (executive + director) and controlled company status reduce standard governance checks (no compensation/nominating committees), heightening potential independence concerns and limiting say-on-pay oversight cadence (2024 proxy included advisory votes; 2025 proxy did not).
- Trading pressure: Plan-level vesting and policy permitting sales within 15 days post-vesting (subject to blackout/MNPI) can create episodic selling windows; market-condition RSU structures (price/volume triggers) for certain awards may incentivize near-term price/volume thresholds. No Brandon-specific vesting schedule is disclosed.
- Retention/compensation risk: Absence of disclosed Brandon employment terms (severance/change-of-control) and compensation metrics limits pay-for-performance analysis; clawback coverage mitigates restatement risk on incentive pay.
- Control/related-party exposure: Significant related-party services and concentrated voting control require strong audit committee oversight; Brandon is not on audit, which remains independent.
Overall, Brandon’s increased share ownership supports alignment, but the controlled-company structure, dual role, and limited disclosure on his compensation and contracts constrain traditional pay-for-performance and retention-risk assessments. Monitor Form 4 filings and any future proxy detail for Brandon-specific equity grants, vesting events, and 10b5-1 plans, alongside audit committee oversight of related-party transactions.