Tod Browndorf
About Tod Browndorf
Tod Browndorf (age 66) has served as an independent director of RYVYL Inc. since September 2025. He is CEO of Coggno Inc. (since 2010), with a career spanning technology, finance, and entrepreneurship, including prior roles founding Hirehand, serving as COO of Pacific Net Soft, working as an OTC Trader with Montgomery Securities, and membership in the New York Futures Exchange; he studied at The Hebrew University of Jerusalem and Monash University and served in the Israel Defense Forces combat infantry . He is described as bringing executive leadership, entrepreneurial background, and business/financial experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coggno Inc. | Chief Executive Officer | 2010–present | Built a compliance training platform; strategic growth focus |
| Hirehand | Founder | Not disclosed | Micropayment platform creation |
| Pacific Net Soft | Chief Operating Officer | Not disclosed | Managed operations and sales |
| Montgomery Securities | OTC Trader | Not disclosed | Financial markets/trading experience |
| New York Futures Exchange (NYFE) | Member | Not disclosed | Futures trading expertise |
External Roles
| Organization | Role | Sector | Notable Activities |
|---|---|---|---|
| Coggno Inc. | CEO | Workforce training/compliance | Scaled platform globally; leadership and innovation |
Board Governance
- Independence: Board affirmatively determined Browndorf is independent under Nasdaq Rule 5605(a)(2); audit committee independence rules (Exchange Act Rule 10A-3) also acknowledged .
- Board composition: Four directors; annual election for one-year terms; Browndorf nominated to continue post-2025 meeting .
- Committees:
- Audit Committee member; current chair is Brett Moyer. Company is temporarily noncompliant with Nasdaq audit committee composition and intends to add a third independent member by February 27, 2026 to regain compliance .
- Compensation Committee member; chair is Gene Jones; authority to engage compensation consultants .
- Not on Nominating & Governance Committee (members: Moyer, Jones) .
- Board leadership and risk oversight: Board reviews leadership structure periodically (may appoint a lead independent director); independent director executive sessions are held; risk oversight through board, with audit committee overseeing financial risk and compensation committee overseeing compensation risk .
- Attendance: Company encourages director attendance; all board members attended the 2024 annual meeting; meeting counts for FY2024 noted, but Browndorf did not serve as a director during FY2024 .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Non-employee director cash retainer | $5,000 per month for all non-employee directors (updated structure) | |
| Equity awards | May be granted from time to time under the Equity Incentive Plan (discretionary) | |
| Indemnification & D&O insurance | Indemnification agreement executed; D&O insurance provided per agreement |
Historical note: Prior structure provided $2,500/month cash + $2,500/month equity for directors, and $5,000/month cash + $5,000/month equity for committee chairs; this has been updated to a uniform $5,000/month cash retainer for non-employee directors .
Performance Compensation
| Element | Terms | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity awards (if granted) | Discretionary awards under EIP | No director-specific performance metrics disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Browndorf in the proxy |
Expertise & Qualifications
- Executive leadership and entrepreneurial experience; business and financial expertise .
- Technology and compliance training platform (Coggno) operational experience .
- Financial markets and trading background (OTC, NYFE) .
- Global perspective; education at The Hebrew University of Jerusalem and Monash University; prior military service in IDF combat infantry .
- Board’s stated reason for qualification: extensive executive leadership, entrepreneurial background, business/financial experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Common Stock) | 0 shares | Less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | As shown in proxy table |
| Options/RSUs | Not disclosed | — |
| Pledged shares | Not disclosed | — |
| Stock ownership guidelines (directors) | Not disclosed | — |
| Compliance with guidelines | Not disclosed | — |
Insider Filings and Trades
| Filing Date | Transaction Date | Form | Transaction Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-10-21 | 2025-10-14 | Form 3 | Initial statement | — | — | 0 shares | https://www.sec.gov/Archives/edgar/data/1419275/000118518525001502/0001185185-25-001502-index.htm |
Source: Insider-trades skill query (filingDate filter); record shows initial Form 3 for “Browndorf Tod” with 0 shares held [insider-trades output link above].
Governance Assessment
- Positives:
- Independent director with relevant executive and entrepreneurial background; serves on audit and compensation committees .
- No related-party transactions disclosed for Browndorf; proxy lists related-party items involving others only (PrivCo transactions, severance/consulting arrangements for former executives, Sky Financial settlement) .
- Indemnification and D&O insurance support director protection; structured compensation policy disclosed .
- Watch items / potential investor confidence signals:
- Audit Committee currently has only two members; company disclosed noncompliance with Nasdaq audit committee composition and a plan to cure by adding a third independent director by February 27, 2026—failure to cure could risk Nasdaq listing; monitor remediation and timing .
- New to board in 2025 and reported 0-share ownership (Form 3 and proxy ownership table); investors often prefer visible “skin in the game,” so future equity grants or open-market purchases could improve alignment if made [insider-trades SEC link].
- No director-specific performance metrics or ownership guidelines disclosed; compensation includes discretionary equity awards but without stated performance conditions for directors .
Overall: Browndorf meets independence requirements and contributes to audit and compensation oversight. The key governance risk is audit committee composition noncompliance disclosed by the company; Browndorf’s zero-share ownership at appointment is notable for alignment monitoring. No conflicts or related-party exposure involving Browndorf are disclosed in the proxy .