Bruce A. Mina
About Bruce A. Mina
Bruce A. Mina (age 77) has served as an independent director of Paysign since March 2018 and is designated the Board’s audit committee financial expert. His credentials include MS-Taxation, CPA/ABV, CFF, CVA, and BVAL; he is co-founder and managing member of Mina Llano Higgins Group, LLP (founded 1974), and previously served as CFO of Coal Brick Oven Pizzeria, Inc. (Grimaldi’s Pizzeria) from 2011–2018 and is currently CFO for Academy of Aviation in Long Island, NY since 2009. He holds a B.A. from Hofstra University and an MS-Taxation from Long Island University. He is independent under Nasdaq rules; the Board confirms his independence across Audit and Compensation committees and his status as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mina Llano Higgins Group, LLP | Co-founder and Managing Member | Founded 1974; ongoing | Business appraisal, forensic examination, valuation expertise applied to litigation support and enterprise valuation |
| Coal Brick Oven Pizzeria, Inc. (Grimaldi’s Pizzeria) | Chief Financial Officer | 2011–2018 | Financial leadership; operational finance oversight (not related to Paysign) |
| Academy of Aviation (Long Island, NY) | Chief Financial Officer | 2009–present | Ongoing CFO; aviation training enterprise finance leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Academy of Aviation (Long Island, NY) | CFO | No | Private/education sector; not a Paysign affiliate |
| Coal Brick Oven Pizzeria, Inc. (Grimaldi’s Pizzeria) | Former CFO | No | Not a Paysign affiliate |
| Mina Llano Higgins Group, LLP | Co-founder & Managing Member | No | Valuation and forensic services firm |
| Other public company boards | — | — | None disclosed for Mr. Mina in Paysign proxy |
Board Governance
- Independence: Board determined Mr. Mina is independent under Nasdaq rules; also independent for Audit and Compensation Committees; designated audit committee financial expert.
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings held during their service period; all directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet without management; the Chairman (CEO) generally chairs these sessions (no Lead Independent Director disclosed), an atypical structure that may reduce independent session autonomy.
| Committee | Membership | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Bruce A. Mina; Dennis L. Triplett; Jeffrey B. Newman; Daniel R. Henry | Yes (Mina) | 4 |
| Compensation Committee | Daniel R. Henry; Bruce A. Mina | Chair: Henry | 5 |
| Nominating & Corporate Governance | Jeffrey B. Newman; Dennis L. Triplett | Chair: Newman | 4 |
Fixed Compensation
| Year | Annual Cash Retainer ($) | Meeting Fees | Committee Chair Fees | Notes |
|---|---|---|---|---|
| 2024 | 21,000 | Not disclosed | Not disclosed | Independent Board members paid annual fee; reasonable travel reimbursed |
| 2023 | 21,000 | Not disclosed | Not disclosed | Same cash retainer |
Performance Compensation
| Year | Restricted Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Performance Metrics/Targets |
|---|---|---|---|---|
| 2024 | 84,600 | — | — | Not disclosed (director equity presented as restricted stock; no performance conditions disclosed) |
| 2023 | 104,200 | — | — | Not disclosed |
No director vesting schedules or performance metrics tied to director equity grants are disclosed in the proxy sections reviewed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Mina |
| Committee interlocks | Serves on Paysign Compensation Committee alongside Daniel R. Henry; no disclosed interlocks with suppliers/customers/competitors |
| Prior public company boards | Not disclosed for Mr. Mina |
Expertise & Qualifications
- Audit committee financial expert as defined by SEC rules; deep technical capabilities in accounting, valuation, and forensic examination.
- Credentials: CPA/ABV, CFF, CVA, BVAL; MS-Taxation; extensive litigation support and business appraisal experience.
- Industry exposure: Multi-sector finance roles (restaurant chain operations; aviation training); independent valuation/advisory since 1974.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options/RSUs Exercisable or Issuable within 60 days |
|---|---|---|---|
| Bruce A. Mina | 238,500 | <1% | None listed for Mr. Mina (—) |
Beneficial ownership table based on 53,747,674 shares outstanding as of March 19, 2025.
Insider Trades and Section 16(a) Compliance
| Person | Note |
|---|---|
| Bruce A. Mina | Form 4 filed March 29, 2024 was late (issuer indicates delinquency for that filing year) |
Related Party Transactions and Conflicts
- Policy: Audit Committee (independent) oversees related-party transactions; annual questionnaires reviewed by outside counsel; Audit Chair reviews potential conflicts.
- Disclosures: No related-party transactions in 2024; Audit Committee Charter requires review/oversight of related party transactions.
- Anti-hedging: Company discourages hedging/monetization transactions; no formal hedging policy (minor governance weakness). Insider Trading Policy filed as Exhibit 19.1 to 2024 10-K.
Say-on-Pay & Shareholder Voting (Investor Sentiment)
| Proposal (May 7, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Bruce A. Mina | 31,948,322 | 520,298 | — | 626,676 |
| Say-on-Pay (NEO compensation) | 31,789,535 | 447,549 | 231,536 | 626,676 |
| Say-on-Frequency | 1-year: 10,274,223 | 2-year: 389,637 | 3-year: 21,528,943 | 275,817 |
| Auditor Ratification (Moss Adams LLP) | 33,059,382 | 24,779 | 11,135 | — |
Board adopted triennial say-on-pay consistent with shareholder preference.
Governance Assessment
- Strengths:
- Audit Committee chaired by an SEC-designated financial expert (Mina); clear oversight of financial reporting, internal control, auditor independence, and related-party transaction review.
- Independence affirmed for committee service; Compensation Committee has only independent directors (Henry chair; Mina member).
- Attendance met minimum thresholds; directors attended the 2024 annual meeting.
- Director pay appears modest: $21,000 cash retainer plus restricted stock; no options or meeting/chair fees disclosed, reducing pay complexity.
- Strong shareholder support: ~32 million votes cast; high support for directors and say-on-pay; triennial say-on-pay preference adopted.
- Watch items / red flags:
- Executive sessions chaired by the CEO/Chairman rather than a Lead Independent Director – limits independent oversight optics.
- No formal anti-hedging policy (hedging discouraged), which is behind peers on codified restrictions; pledging not referenced.
- Section 16(a) delinquency noted for Mr. Mina’s March 29, 2024 Form 4 (administrative compliance lapse).
- Limited disclosure on director equity grant vesting or stock ownership guidelines for directors (alignment framework not specified).
Overall, Mina’s audit leadership and technical credentials bolster board effectiveness and investor confidence in financial oversight; governance optics could be enhanced by formal anti-hedging policies, a Lead Independent Director for executive sessions, and expanded disclosure on director ownership guidelines and vesting.