Robert Fagenson
About Robert Fagenson
Independent director and Vice Chairman of the Board at Quantum Computing Inc. since December 10, 2024; he has served on QUBT’s board since March 2021. Age 76; seasoned financial services executive and former NYSE vice chairman, with a B.S. in Transportation Sciences & Finance from Syracuse University (1970) . The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Holdings Corporation (NHC) | Director; Vice Chairman; CEO/Chairman; Executive Vice-Chairman | Director since Mar 2012; Vice Chairman since Sep 2016; Co-CEO Jan 3–31, 2017; CEO/Chair Dec 2014–Sep 2016; Exec Vice-Chair Jul 2012–Dec 2014 | Deep broker-dealer governance and leadership; NHC acquired by B. Riley Financial in Feb 2024 |
| National Securities Corp (operating company of NHC) | Branch owner | Since 2012 | Brokerage operating experience; potential industry network ties |
| Fagenson & Co., Inc. | President (family investment company) | Since 1982 | Long-term investment oversight |
| New York Stock Exchange (NYSE) | Governor; NYSE Board Director; Vice Chairman | Board director 1993–1999; vice chairman 1998–1999 and 2003–2004 | Market structure governance and trading oversight exposure |
| Document Security Systems, Inc. (NYSEMKT: DSS) | Non-executive Chairman | 2012–2018 | Public company oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York City Police Museum | Director | Since 2005 | Non-profit governance |
| Federal Law Enforcement Officers Association Foundation | Director | Since 2009 | Non-profit governance |
| Sigma Alpha Mu Foundation | Director | Since 2011 | Non-profit governance |
| New York Edge | Director | Since 2015 | Non-profit governance |
| Syracuse University – Whitman School of Business | Alumni boards member | Current | Academic engagement |
Board Governance
- Independence: Board determined Fagenson is independent; majority of Board independent .
- Tenure and leadership: Director since March 2021; appointed Vice Chairman Dec 10, 2024; chairs Compensation Committee .
- Committee assignments: Audit Committee member; Compensation Committee Chairman; Nominating & Corporate Governance Committee member .
- Attendance: Board met 16 times in 2024; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Engagement frequency: Audit Committee met 7 times; Compensation Committee met 1 time; Nominating & Governance met 1 time in 2024 .
- Executive sessions: Board holds executive sessions of independent directors; Chairman sets agendas; lead independent director role may be considered as circumstances change .
- Hedging policy: Company prohibits director/officer hedging of QUBT securities .
Committee Memberships
| Committee | Member/Chair | 2024 Meetings |
|---|---|---|
| Audit | Member | 7 |
| Compensation | Chair | 1 |
| Nominating & Corporate Governance | Member | 1 |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Quarterly director fees | $9,000 per quarter (base) | Prorated by service; equals $36,000 annual base |
| 2024 | Committee chair fee | $4,000 per quarter | As Compensation Chair → $16,000 |
| 2024 | Total cash fees earned | $52,000 | Reported in director compensation table |
| 2025 | Base annual stipend | $60,000 | Approved increase for non-employee directors |
| 2025 | Vice Chairman stipend | $12,000 (annual) | Additional cash stipend |
Performance Compensation
| Year | Equity Award Type | Grant/Measurement | Amount (Fair Value) | Vesting/Performance Metrics |
|---|---|---|---|---|
| 2024 | Stock options (director) | Reported option value | $32,492 | No director performance metrics disclosed; program consists of cash stipends and equity grants |
| Policy | Timing practices | — | — | Company does not time grants around MNPI releases |
No director-specific performance metrics (e.g., TSR hurdles) are disclosed; performance constructs in proxy pertain to executive incentive design, not director pay .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| National Holdings Corporation | Public (acquired 2024) | Director; Vice Chairman | NHC acquired by B. Riley Financial in Feb 2024; no QUBT related-party transactions >$120k disclosed |
| Document Security Systems, Inc. (DSS) | Public | Non-executive Chairman (2012–2018) | Historical role; no current QUBT transaction link disclosed |
- Related-party transactions: None involving directors/officers over $120,000 since the last fiscal year, other than described compensation arrangements .
Expertise & Qualifications
- Capital markets and brokerage leadership; NYSE governance exposure as vice chairman; extensive financial industry network .
- Compensation governance experience; chairs QUBT’s Compensation Committee .
- Education: B.S. in Transportation Sciences & Finance, Syracuse University (1970) .
Equity Ownership
| Holder | Shares Owned/Exercisable | Percent of Class | Breakdown |
|---|---|---|---|
| Robert Fagenson | 775,000 | 0.5% | 100,000 common shares owned; 675,000 vested options to purchase common stock |
Governance Assessment
- Strengths: Independent status; deep market governance background; active roles across Audit, Compensation (chair), and Nominating committees; hedging prohibition supports alignment .
- Watch items:
- Compensation Committee met only once in 2024, which may indicate limited cadence for pay oversight in a changing executive environment (potential effectiveness risk) .
- Company restated 2022–2023 financials and changed auditors from BF Borgers (suspended by SEC) to BPM; as an Audit Committee member, Fagenson’s oversight is material to investor confidence; continued audit robustness is key .
- 2025 cash stipend increases (base and role stipends) raise fixed pay; ensure continued equity alignment and clear rationale tied to workload and committee responsibilities .
- Attendance: At least 75% attendance threshold met; Board met 16 times in 2024; continued monitoring for high engagement is advisable .
- Conflicts: No related-party transactions disclosed; multiple external affiliations in financial services but independence affirmed by Board .
RED FLAGS
- Low Compensation Committee meeting frequency (1 meeting in 2024) relative to executive turnover and restatement context .
- Financial statement restatement and auditor transition elevate governance risk; Audit Committee oversight scrutiny warranted .
Insider Trades
- Not disclosed in the proxy; Section 16 filings (Forms 3/4/5) would contain transaction-level detail; none are summarized in the director compensation or ownership sections of this DEF 14A .