Brian Wessel
About Brian Wessel
Brian Wessel (age 58) is an independent director of Quipt Home Medical Corp., serving since February 2, 2022 and residing in San Antonio, Texas . He is a former senior partner at Ernst & Young LLP, with 34+ years of global client service, operational and financial expertise, including leadership of EY’s Capital Markets practice in Mexico and extensive experience advising public and private companies on complex accounting, SEC registration, business combinations, internal controls and carve‑out audits . He holds a BA in Accounting from Bellarmine University and is a CPA in Kentucky and Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Partner; senior business executive | Jan 1988 – Jul 2021 | Led EY Capital Markets practice in Mexico; advised foreign private issuers across US/Europe/Japan; deep experience in accounting, SEC filings, business combinations, internal control audits, and carve-out audits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current directorships at other reporting issuers in US/Canada |
Board Governance
- Committee assignments: Audit Committee (Chair), Compensation Committee (member), Nominating Committee (member) .
- Independence: Determined independent under NI 58‑101 and Nasdaq listing standards; Audit Committee members (including Mr. Wessel) meet independence and financial literacy standards; Wessel designated an “audit committee financial expert” under SEC rules and has requisite accounting and financial management expertise under Nasdaq rules .
- Attendance and engagement: Perfect attendance in FY2024 (Board 4/4; Audit 4/4; Compensation 4/4); independent directors held executive sessions at each of the four Board meetings .
- Board leadership: CEO Gregory Crawford serves as Chairman; Mark Greenberg is Lead Independent Director—structure deemed appropriate by the Board .
- Risk oversight: Audit Committee oversees financial risk and cybersecurity; Compensation Committee reviews incentive risk; Board reviews operating plans, departmental structure, and transaction risk .
- Governance policies: Majority Voting Policy (adopted May 30, 2023); Code of Business Conduct and Ethics (conflict avoidance, whistleblowing); Insider trading policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of company stock; clawback policy adopted in 2023 under Rule 10D‑1 .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Board/Committee Cash Fees | $70,000 | No meeting fees; reimbursed travel/misc. expenses |
| Audit Committee Chair Fee | $10,000 | Additional cash fee for chair role |
| Total Director Cash Fees | $80,000 | Sum of above |
| Equity Grants (FY2024) | $0 | No grants made under 2024 EIP during FY2024 |
Performance Compensation
| Metric Type | FY2024 Disclosure | Notes |
|---|---|---|
| Director performance-based cash bonus | None | Director compensation comprised of cash fees; no non-equity incentive compensation disclosed for directors |
| Equity awards granted in FY2024 | None | No director equity grants under 2024 EIP during FY2024 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None | — | No current public company directorships; reduces direct interlocks risk |
Expertise & Qualifications
- CPA (KY, TX); BA in Accounting (Bellarmine University) .
- Audit committee financial expert; deep experience in complex accounting, SEC registration statements, internal controls, business combinations, and carve‑out audits .
- International leadership (US, Latin America, Australia) and capital markets expertise; cultural fluency in multinational contexts .
- Strong risk oversight capability aligned with audit chair responsibilities .
Equity Ownership
| Category | Details |
|---|---|
| Beneficial ownership | 173,875 shares; less than 1% of shares outstanding (43,091,273 outstanding) |
| Options (exercisable/near-term) | 75,000 options vested or vesting within 60 days |
| RSUs – vested awaiting settlement | 56,500 shares issuable on or before Mar 15, 2025 for RSUs that vested in 2024 |
| RSUs – unvested outstanding (as of Sep 30, 2024) | 28,250 unvested RSUs |
| Pledged shares | None of these shares are pledged as security |
| Ownership guidelines | Not disclosed in proxy |
Governance Assessment
- Strengths: Independent audit chair with SEC-designated financial expert status; perfect attendance; robust insider trading prohibitions against hedging/pledging; majority voting policy; formal clawback policy for executives—all supportive of investor alignment and board effectiveness .
- Compensation alignment: FY2024 director pay is modest and cash-based; no new equity grants—reduces risk of pay-for-performance misalignment for directors, while legacy equity maintains some alignment .
- Conflicts oversight: Audit Committee reviews/approves related-party transactions; notable related-party leases involve CEO-controlled entity, not Wessel personally; no indebtedness of directors and no additional related-party transactions > thresholds since FY2023—mitigates direct conflict risk for Wessel but warrants continued scrutiny .
- Board structure watch item: Combined CEO/Chair role offset by Lead Independent Director; regular executive sessions indicate active independent oversight—acceptable but should be monitored .
- Network breadth: No other public boards—low interlock risk but limits external information flow via cross-board networks .
RED FLAGS: None disclosed specific to Wessel (no indebtedness, no personal related-party transactions, no sanctions/bankruptcies). Company-level related-party leases with CEO entity exist; appropriate audit committee oversight should continue to ensure fairness .