Brian Hughes
About Brian Hughes
Brian Hughes, age 66, is an independent Class II director of Resolute Holdings Management, Inc. (RHLD) and serves on the Audit Committee; he is designated as the Audit Committee Financial Expert. He has served on the RHLD Board since the February 28, 2025 spin-off completion. Hughes holds an MBA and a BS in Economics and Accounting from the Wharton School and has a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon’s Software Engineering Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; National Private Markets Group Leader; Venture Capital Co-Leader | 2002–2019 | Senior leadership in audit and private markets; venture capital exposure |
| Arthur Andersen | Audit Partner | 1981–2002 | Long-tenured audit and accounting leadership |
External Roles
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| Bentley Systems (Nasdaq: BSY) | Director | Audit Committee Chair | Public company board leadership and financial oversight |
| Innovid Corp. (NYSE: CTV) | Director | Audit Committee Chair | Ad tech and analytics governance; audit leadership |
| CompoSecure (Nasdaq: CMPO) | Director | Audit Committee Member | Fintech/payments; multiple RHLD directors also serve on CMPO, indicating interlocks |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Hughes is independent under Nasdaq standards |
| Committee Assignments | Audit Committee Member |
| Audit Committee Financial Expert | Designated as “audit committee financial expert” under SEC rules |
| Classified Board | RHLD has a three-class staggered board; Hughes is Class II, term expiring at the 2026 annual meeting |
| Executive Sessions | RHLD holds executive sessions of Board and committee meetings; no meetings occurred in FY2024 due to timing of spin-off |
| Controlled Company | RHLD is a controlled company under Nasdaq rules; relies on certain governance exemptions |
| Hedging Policy | Directors prohibited from hedging/shorting RHLD securities; policy covers options and similar instruments |
Fixed Compensation
| Component | Detail |
|---|---|
| Director Compensation Policy | Non-employee directors receive stock options only (Initial Equity Award $50,000 grant-date value; Annual Equity Award $100,000 grant-date value). Both vest in equal annual installments over four years from grant anniversary; travel expenses reimbursed . |
| 2025 Grants (Spin-Off Year) | Effective Feb 28, 2025, non-employee directors, including Hughes, received an Initial Equity Award and a prorated Annual Equity Award totaling options for 2,064 shares at a $46.82 exercise price; four-year equal annual vesting . |
| Cash Fees at RHLD | Not disclosed in RHLD’s 2025 proxy; compensation is weighted toward CMPO for overlapping directors . |
Performance Compensation
| Metric Type | Status/Design |
|---|---|
| Performance-based Metrics (revenue, EBITDA, TSR, ESG) | None disclosed for director compensation; RHLD director option awards vest time-based in equal annual installments over four years . |
Other Directorships & Interlocks
| Interlock Area | Detail |
|---|---|
| CMPO Interlocks | Multiple RHLD directors serve on CompoSecure’s board (including Hughes); RHLD has a Management Agreement with CompoSecure Holdings with fees linked to Adjusted EBITDA, creating oversight interdependencies . |
| Audit Committee Composition | RHLD Audit Committee includes one non-independent member (Roger Fradin) under Nasdaq’s exceptional circumstances exception (max two years), alongside independent members including Hughes and DeAngelo (Chair) . |
Expertise & Qualifications
- Financial/accounting and audit expertise; designated Audit Committee Financial Expert .
- Cybersecurity oversight credential (CERT); relevant to audit and risk oversight .
- Extensive public company board experience and audit leadership at BSY and CTV .
- Venture capital/private markets knowledge; deep audit background from KPMG and Arthur Andersen .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 7,858 | Less than 1% of 8,525,998 shares outstanding as of April 14, 2025 . |
| Options (2025 RHLD Director Grants) | 2,064 (unvested) | Exercise price $46.82; equal annual vesting over four years; exercisable count not within 60 days of record date (unexercisable at grant) . |
| Pledging/Hedging | Hedging/shorting prohibited under Insider Trading Policy; pledging not specifically disclosed . |
Governance Assessment
- Independence and financial rigor: Hughes is independent and serves as RHLD’s Audit Committee Financial Expert, strengthening credibility of financial oversight and risk management .
- Cross-board interlocks: Dual service on CMPO’s board amid RHLD’s Management Agreement and consolidated financial relationships with CompoSecure Holdings may create perceived conflicts in transaction review/oversight; appropriate mitigation is via RHLD’s Related Party Transaction policy and Audit Committee review .
- Audit Committee composition risk: Presence of one non-independent member (Fradin) under Nasdaq’s “exceptional and limited circumstances” exception could raise investor scrutiny on audit independence, although constrained to a max of two years and justified by experience; Hughes’ expert role offsets some risk .
- Director pay design: RHLD director pay is option-only with four-year time-based vesting and no disclosed cash retainers, which can align directors to equity value creation but lacks clear performance metrics; compensation is “weighted toward CompoSecure” for overlapping directors, potentially diluting RHLD-specific alignment .
- Attendance data: Not available for FY2024 due to board timing; investors may look for FY2025 attendance disclosures in the 2026 proxy .
RED FLAGS
- Audit Committee includes a non-independent member under an exception (max two years), elevating audit independence scrutiny despite Hughes’ financial expert designation .
- Extensive interlocks with CompoSecure during and after spin-off, combined with a long-term Management Agreement and fee structure, increase related-party oversight demands .
Citations:
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:12]** Director biography for Brian Hughes (age, roles, education, CERT cybersecurity credential)
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:18]** Independence determinations
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:19]** Committee memberships; board meeting disclosure for FY2024
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:20]** Audit Committee composition; “audit committee financial expert” designation; Nasdaq exception details
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:22]** Insider Trading Policy prohibitions (hedging/shorting)
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:25]** Director compensation policy; 2025 option grants (2,064 shares; $46.82 strike; vesting schedule); compensation weighting comment
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:23]** **[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:24]** Beneficial ownership table (7,858 shares; <1%; shares outstanding)
**[2039497_0001140361-25-014513_ny20045726x1_def14a.htm:33]** Management Agreement with CompoSecure Holdings (fee structure, term)