Brian D. Finn
About Brian D. Finn
Independent Class III director at Palladyne AI (PDYN) since August 2020; age 64 as of March 31, 2025. Former senior Wall Street executive with 40+ years in financial services, including CEO/Chair roles at Asset Management Finance and senior leadership at Credit Suisse; Wharton B.S. (Economics). PDYN’s board affirms his independence; his current term runs to 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asset Management Finance Corp. | Chairman & CEO | 2008–2013 | Led alternative asset manager financing platform |
| Credit Suisse | Senior Advisor | 2008–2013 | Strategic advisory to the firm |
| Credit Suisse | Chairman & Head of Alternative Investments | 2004–2008 | Led alternatives platform |
| Credit Suisse/CSFB | President of CSFB; President Investment Banking; Co‑President Institutional Securities; CEO Credit Suisse USA; Office of the Chairman; Executive Board of Credit Suisse Group | 2002–2005 | Multi‑division leadership roles |
| Clayton, Dubilier & Rice | Partner | From 1997 (prior to 2002 return to CS) | Private equity investing |
| The First Boston Corp. | M&A Group (ultimately Co‑Head) | 1982–1997 (Co‑Head from 1993) | Advised on transactions >$100B aggregate |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Star Mountain Capital | Chairman | Current | Private asset management firm |
| Covr Financial Technologies | Chairman | Current | Financial services fintech |
| The Scotts Miracle‑Gro Company (NYSE: SMG) | Director | 2014–Jan 2023 | Former public board |
| Owl Rock Capital Corp (NYSE: ORCC) | Director | 2016–Feb 2022 | Former public board |
| Baxter International (NYSE: BAX) | Director | Prior service | Former public board |
| Telemundo; MGM Pictures | Director | Prior service | Former media boards |
| KKR | Strategic Advisor | Prior service | Global investment firm advisor |
| Wharton Undergraduate Executive Board | Chairman (past) | Prior service | Academic governance |
| Non‑profits (City Kids Foundation, Gordon A. Rich Memorial Foundation, Starmar Foundation) | Vice Chair/Board Member | Prior/current as disclosed | Philanthropy and education |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq and Exchange Act standards |
| Board tenure/class | Director since 2020; Class III; term expires 2027 |
| Committee memberships | Audit Committee (member); Nominating & Corporate Governance Committee (Chair); Strategic Transaction Committee (member) |
| Attendance | In 2024, Board (7 mtgs); Finn and all current directors attended ≥75% of Board and committee meetings served |
| Executive sessions | Non‑employee and independent directors meet at least twice per year; chaired by the independent Board Chair |
| Risk oversight linkage | Audit oversees financial reporting, compliance, related‑party transactions, conflicts, and cybersecurity; N&CG oversees independence, governance, succession; Comp oversees HCM and pay risk |
Fixed Compensation
| Component | 2024 (Actual) | Notes |
|---|---|---|
| Cash fees | $51,724 | Fees for Board/committee service (paid quarterly, pro‑rated) |
| Current cash policy (from Apr 2025) | Board member $50,000; Board Chair +$25,000; Audit Chair $5,000; Audit Member $2,500; Comp Chair $3,000; Comp Member $1,500; N&CG Chair $1,500; N&CG Member $750 | Policy for all non‑employee directors |
Performance Compensation
| Equity | 2024 (Actual) | Structure |
|---|---|---|
| Option award (grant‑date fair value) | $72,695 | 2024 director compensation used stock options under then‑policy |
| Outstanding equity at 12/31/24 | Options: 50,000 | No stock awards outstanding |
| Current equity policy (from Apr 2025) | Annual RSU award equal to $100,000 divided by 60‑day average price; new director RSU $100,000; vest on earlier of 1 year or next annual meeting; change‑in‑control full vest | Policy replaced options with RSUs (time‑based) |
| Performance metrics for director equity | None disclosed; equity awards are time‑based (service vesting) |
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Current public company directorships | None |
| Committee interlocks | Company discloses no compensation committee interlocks; none of 2024 comp committee members were officers/employees; no officer served on another company’s comp committee with reciprocal service here |
| Shared boards with competitors/suppliers/customers | Not disclosed for Finn |
Expertise & Qualifications
- Finance and strategic transactions expertise from senior roles at Credit Suisse/CSFB and private equity; extensive M&A experience (dozens of deals, >$100B) .
- Board leadership and governance; chairing Nominating & Corporate Governance at PDYN .
- Education: B.S. in Economics, The Wharton School, University of Pennsylvania .
Equity Ownership
Beneficial ownership as of March 31, 2025.
| Holder/Vehicle | Instrument | Quantity | Notes |
|---|---|---|---|
| Brian D. Finn (direct) | Common Stock | 44,177 | Directly held |
| Marstar Investments, LLC | Common Stock | 467,760 | Finn is administrator with sole voting/dispositive control; disclaims beneficial ownership except pecuniary interest |
| MI‑MJ LLC | Common Stock | 85,858 | Finn administrator; see note above |
| MI‑CM LLC | Common Stock | 261,091 | Finn administrator; see note above |
| Warrants (Marstar + MI‑MJ) | Warrants | 228,185 | Exercisable within 60 days of 3/31/25 |
| Warrants (Marstar) | Warrants | 107,526 | Exercisable within 60 days of 3/31/25 |
| Director option (non‑employee) | Stock Options | 50,000 | Outstanding as of 12/31/24 |
| Total beneficial ownership | All instruments | 1,194,595 (3.3%) | Company-reported total and percent of outstanding |
Additional alignment and policy context:
- Company highlights significant stock ownership by Finn as aligning interests with shareholders .
- Hedging/pledging policy prohibits pledging/hedging by directors; limited waiver granted only to CEO for tax‑related pledging on a specific RSA, not applicable to Finn .
Insider Trades and Filings
| Filing date | Form | Context / Link |
|---|---|---|
| Nov 5, 2024 | Form 4 | Company notes a Form 4 due Nov 4, 2024 was filed Nov 5 due to administrative delay; PDYN posted form |
| Jun 13, 2024 | Form 4 | Director grant/holdings update per posted Form 4 |
| Jun 13, 2025 | Form 4 | Director holdings update per posted Form 4 |
Note: The proxy specifically discloses the one‑day late filing in Nov 2024. Quantities/prices for the above Form 4s should be read directly from the linked forms.
Related‑Party Transactions and Conflicts
| Date/Type | Counterparty | Terms | Governance/Notes |
|---|---|---|---|
| Oct 31, 2024 – Insider Private Placement | Participants included Benjamin G. Wolff (CEO), Dennis Weibling (Director/Chair), and Brian D. Finn (Director) | Aggregate 430,105 common shares at $2.20 per share; Insider Common Warrants priced at $0.125 each; exercise price $2.30; warrants exercisable 6 months after issuance; 5.5‑year term; Company received ~ $1.0M gross proceeds | Undertaken concurrently with a registered offering; directors/officers entered lock‑ups; Audit Committee oversees related‑party transactions per policy |
| Related‑party policy | — | Audit Committee reviews, approves or disapproves transactions >$120,000 involving insiders, focusing on arm’s‑length terms, independence, and conflicts | Policy details and pre‑approval categories disclosed |
Director Compensation Structure Analysis
- Mix shift: In April 2025 PDYN moved non‑employee director equity from stock options to time‑based RSUs (Annual Award $100,000), reducing leverage/risk and emphasizing hold‑through service; full vest on CIC. This signals preference for retention and alignment versus option convexity.
- Cash remains modest (base $50k plus relatively small committee retainers), with incremental fees for chairs; Finn’s N&CG chair fee is $1,500 annually under the new policy.
- 2024 actual compensation for Finn was primarily cash plus a standard option award; no meeting fees disclosed (policy uses retainers).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Scotts Miracle‑Gro (2014–2023); Owl Rock Capital (2016–2022); Baxter (prior) |
| Private/PE/VC roles | Chairman (Star Mountain Capital, Covr Financial Technologies); advisor/board member to early‑stage companies |
| Compensation committee interlocks | None disclosed by the company for 2024; Finn not on PDYN’s Compensation Committee |
Governance Assessment
- Positives for investor confidence:
- Independence affirmed; chairs Nominating & Corporate Governance (gatekeeper for board composition, evaluations, and succession), and serves on Audit—two high‑leverage governance roles.
- Attendance at or above the ≥75% threshold; Board/committees met regularly in 2024 (Board 7; Audit 6; Comp 7; N&CG 2; Strategic 2).
- Material personal ownership (3.3%) via direct and affiliated entities, aligning with shareholders; company explicitly cites alignment from significant insider ownership.
- Robust policies: hedging/pledging prohibited for directors; Audit Committee oversight of conflicts/related‑party transactions; standing independent committees.
- Watch items / potential conflicts:
- Participation in the Oct 31, 2024 insider private placement (shares and warrants) alongside the CEO and Board Chair; typical for micro/small‑cap capital raises but requires continued Audit Committee oversight for fairness and independence.
- Administrative late Form 4 (one day) in Nov 2024; minor compliance lapse acknowledged.
- Net view: Governance profile for Finn is solid—independent, chairing N&CG, active on Audit, with strong ownership alignment. Insider financing participation is disclosed and governed by policy; no other Finn‑specific related‑party transactions are disclosed.