David Brown
About David B. Brown
David B. Brown, CPA, NACD.DC, age 62, has served as an independent director of Perma-Pipe International Holdings since 2015. He is a former CFO with global energy and industrial experience (Authentix CFO through Feb 2025; Trillium Flow Technologies CFO 2019–2020) and began his career with PricewaterhouseCoopers across Dallas, London, Houston, and Moscow. He holds a BBA in Accounting from the University of Texas at Austin, is an NACD Board Leadership Fellow, and earned NACD Directorship Certification in 2022. Brown is identified by the Board as an audit committee financial expert and sits as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Authentix, Inc. | Chief Financial Officer | Jul 2020 – Feb 2025 | Led finance for global authentication provider; private equity-owned; global operations |
| Trillium Flow Technologies | Chief Financial Officer | Mar 2019 – Jun 2020 | CFO of global manufacturing company; energy/industrial end-markets |
| PricewaterhouseCoopers | Audit (Energy clients) | ~10 years (early career) | Cross-border experience (Dallas, London, Houston, Moscow) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JL Capital Group (private) | Director of Accounting | Apr 2025 – present | Privately owned; accounting oversight |
| NACD; FEI; Institute for Ethical Corporate Governance; AICPA; Texas Society of CPAs | Member | Various | Governance and finance credentials; NACD Board Leadership Fellow since 2015; NACD.DC earned in 2022 |
| Public company boards | — | — | None disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee (Chair), Compensation Committee (Chair), Nominating and Corporate Governance Committee (Member); the Board also notes Brown as an audit committee financial expert under SEC rules .
- Independence: Board states 4 of 5 nominees are independent under NASDAQ rules; all members of Audit, Compensation, and Nominating committees are independent; Brown serves on all three .
- Attendance and engagement: In 2024, directors attended at least 75% of Board and committee meetings; Board met 8 times, Audit 9, Compensation 7, Nominating 5; executive sessions held regularly .
- Refreshment and leadership: Committee assignments last rotated in 2022; majority voting standard adopted Feb 19, 2025; retirement policy requires non-employee directors to retire at the Annual Meeting following their 72nd birthday .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $45,000 | Standard non-employee director |
| Committee Chair fees | Audit $10,000; Compensation $7,500; Nominating $5,000 | Chair-level fees |
| Committee member fees | Audit $7,500; Compensation $6,000; Nominating $5,000 | Member-level fees |
| Annual equity grant (RSUs) | $75,000 | One-year vest; calculated on 30-day average FMV at grant |
| Special project compensation | Policy created Dec 2024; $85,000 total awarded to four independent directors in Jan 2025 | Board authorization for project-based work outside normal duties |
| FY2024 Director Compensation (Brown) | Amount/Units | Details |
|---|---|---|
| Fees earned or paid in cash | $71,000 | Cash retainers |
| Stock awards (grant-date fair value) | $75,000 | 8,509 shares at $8.81 30-day avg; grant date July 25, 2024 |
| Special project compensation | $25,000 | Paid for project work in FY2024 |
| Total FY2024 | $171,000 | Sum of components |
Performance Compensation
| Element | Performance Metrics | Vesting/Terms |
|---|---|---|
| Director equity (RSUs) | None (time-based only) | Annual grant; one-year vesting; directors may use 10b5-1 plans to sell sufficient shares to cover taxes post-vesting with approval |
No director options or PSUs disclosed; director equity is time-based RSUs with one-year vesting; no performance metrics tied to director compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Private/other boards | JL Capital Group (Director of Accounting) |
| Interlocks with PPIH competitors/suppliers/customers | None disclosed; Company reports no related party transactions in 2024 |
Expertise & Qualifications
- CPA (Texas); deep accounting and finance expertise; designated audit committee financial expert .
- Energy industry, international experience, strategy/M&A, governance and risk oversight (Board skills matrix marks Brown for energy, strategy, governance, capital markets, accounting/finance, cybersecurity, risk, etc.) .
- NACD Board Leadership Fellow; NACD Directorship Certification (2022); completed NACD Cybersecurity Continuous Learning Cohort .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 58,127 shares | 30,623 shares + 27,504 deferred shares; 0.7% of outstanding |
| Vested shares | 22,114 shares | As of Jan 31, 2025 |
| Restricted shares granted (unvested) | 8,509 shares | Granted Jul 25, 2024 (one-year vest) |
| Deferred shares | 27,504 shares | Convert to common upon Board departure; no current voting rights |
| Ownership guideline | Achieved; 3.0x base cash retainer | Fair value owned $473,547; excess vs guideline $260,547 |
| Anti-hedging/pledging | Prohibited | Insider Trading Policy updated May 1, 2025; hedging/pledging not permitted |
Insider Trades
| Date/Type | Shares | Notes |
|---|---|---|
| FY2024 RSU grant (director annual) | 8,509 | Grant-date fair value $75,000; one-year vest |
| Deferred stock (cumulative) | 27,504 | Fully vested, delivered upon Board departure |
| Open-market purchases (FY2024) | — | No purchases disclosed for Brown; Form 4 purchase references in FY2024 pertain to other directors |
Governance Assessment
- Strengths: Brown chairs both Audit and Compensation Committees and is designated as an audit committee financial expert—this supports robust oversight of financial reporting, risk, and pay practices. He meets and exceeds director stock ownership guidelines, signaling alignment with shareholders; hedging and pledging are prohibited, further aligning incentives .
- Independence and attendance: Committees are fully independent; Board reports at least 75% attendance across directors and full Annual Meeting attendance in 2024, indicating engagement; Brown serves on all three standing committees, evidencing high involvement .
- Compensation signals: Director pay is a balanced mix of cash retainers and time-based RSUs; special project compensation ($25,000 for Brown) was disclosed and governed by a policy adopted in Dec 2024—transparency mitigates concerns, but investors should monitor ongoing use of discretionary awards for scope creep and comparability over time .
- Conflicts/related-party: Company reported no related party transactions in 2024; anti-hedging/pledging and clawback policies are in place, lowering governance risk .
- Potential red flags: Dual chair roles (Audit and Compensation) concentrate oversight in a single director, which may raise workload and succession/continuity questions; however, committee independence and charter updates partially mitigate this risk .