Kyle Brehm
About Kyle Brehm
Kyle Brehm, age 40, has served as an Independent Non‑Executive Director of Sezzle since 2024. He is an officer and tax attorney at Fredrikson & Byron P.A. (since November 2019), previously a director at PwC, and treasurer and board member of the non‑profit eQuality–Pathways to Potential (2012–2022). He holds a BA from St. John’s University, a JD from University of Minnesota Law School, and an MBA from the University of Minnesota Carlson School of Management, bringing legal and tax expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fredrikson & Byron P.A. | Officer and Tax Attorney | Nov 2019–present | Legal/tax expertise relevant to Sezzle’s industry |
| PricewaterhouseCoopers LLP | Director | Prior to 2019 | Tax advisory background; corporate governance literacy |
| eQuality–Pathways to Potential (non‑profit) | Board member and Treasurer | 2012–2022 | Financial oversight and governance experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Fredrikson & Byron P.A. | Officer and Tax Attorney | No | Private law firm employment; no SEZL‑disclosed transactions with the firm |
| eQuality–Pathways to Potential | Board Treasurer | No | Prior non‑profit service (ended in 2022) |
| Other public company directorships | — | — | None disclosed for Brehm |
Board Governance
- Independence: Board determined Brehm is “independent” under Nasdaq and SEC rules; he serves on Audit & Risk, Compensation, and Nominating & Corporate Governance committees (member on all; not chair) .
- Committee structure and assignments:
- Audit & Risk Committee: Member (Stephen East is Chair); committee oversees financial reporting integrity, auditor independence, related‑party review, IT systems integrity, and FCPA/UKBA compliance .
- Compensation Committee: Member; committee oversees pay structures, clawback policies, peer benchmarking, director minimum shareholding policies, and equity plan administration .
- Nominating & Corporate Governance Committee: Member; committee manages board composition, director nominations, conflict reviews, orientation/education, and succession planning .
- Attendance: Board met 14 times in 2024; each director attended at least 75% of meetings during their service period. Three directors attended the 2024 annual meeting .
- Leadership: CEO is Board Chair (not on any committees), but majority of directors are independent .
Fixed Compensation
| Component | Amount/Structure | 2024 Actual for Brehm | Notes |
|---|---|---|---|
| Board cash retainer | $60,000 annual | $37,500 | Reflects partial‑year service starting July 18, 2024 and committee roles; board sets fees based on Compensation Committee recommendation . |
| Audit & Risk Committee – Chair | $15,000 | — | Chair is Stephen East; Brehm is a member . |
| Audit & Risk Committee – Member | $7,500 | Included | Brehm is a member . |
| Compensation Committee – Chair | $7,500 | — | Chair is Stephen East; Brehm is a member . |
| Compensation Committee – Member | $3,750 | Included | Brehm is a member . |
| Nominating & Corporate Governance – Chair | $7,500 | — | Chair is Stephen East; Brehm is a member . |
| Nominating & Corporate Governance – Member | $3,750 | Included | Brehm is a member . |
| Other compensation | — | $2,463 | As disclosed in director compensation table . |
| Total 2024 director compensation | — | $82,128 | Cash + stock awards + other comp; no options . |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value per Share | Total Grant Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (Director grant) | July 18, 2024 | 3,000 RSUs | $14.06 | $42,165 | 25% vests April 1, 2025; remaining vests quarterly thereafter over 4 years . |
- Options: None granted to Brehm in 2024 .
- Performance metrics: Director RSUs are service‑based; no specific financial/ESG performance metrics disclosed for director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no officers served on other boards’ compensation committees with reciprocal relationships . |
| Related‑party transactions | Audit & Risk Committee reviews and approves related‑party transactions; only familial employment relationships disclosed (Paradis’s brother; Youakim’s brother‑in‑law). No Brehm‑related transactions disclosed . |
Expertise & Qualifications
- Legal and tax expertise from law firm practice and PwC experience; advanced degrees (JD, MBA) .
- Committee participation across Audit & Risk, Compensation, and Nominating & Corporate Governance indicates broad governance exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledging/Hedging |
|---|---|---|---|
| Kyle Brehm | 20,058 | <1.0% (of 33,964,824 outstanding) | No pledges disclosed for Brehm; company prohibits hedging/shorting; pledging requires Audit & Risk approval . |
- Section 16(a) reporting: One Form 3 for Brehm initially omitted 3,000 shares upon joining the board (administrative error); amended October 7, 2024 .
Governance Assessment
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Strengths:
- Independence and diversified committee service across audit, compensation, and nominating functions bolster board effectiveness and oversight .
- Audit & Risk Committee mandate explicitly covers related‑party review, ethics/compliance, and IT controls—key for fintech risk management .
- Director pay structure mixes cash retainers with multi‑year RSUs, supporting long‑term alignment; director compensation capped under the 2021 Equity Incentive Plan .
-
Watch‑items / RED FLAGS:
- Section 16(a) reporting lapse (corrected) signals a process oversight; low severity but indicates need for robust onboarding/reporting controls .
- CEO’s pledged shares (10,323,600) could introduce market/oversight risk in a forced sale scenario; Audit & Risk Committee (including Brehm) monitors pledges per policy .
- Combined CEO/Chair structure concentrates authority; mitigated by majority‑independent board and independent committees, but governance purists may prefer an independent chair or lead independent director—no LID disclosed .
-
Alignment:
- Brehm’s ownership is modest but complemented by time‑based RSUs; no hedging/shorting permitted, and pledging generally restricted, supporting alignment with long‑term value creation .