Francis Braun
About Francis A. Braun III
Independent Class I director appointed in May 2025; age 64 at appointment. Designated a “financial expert” under Sarbanes‑Oxley, with 40 years in public accounting (Arthur Andersen LLP, Deloitte & Touche LLP, Grant Thornton LLP) and a B.S. in Commerce (Accounting) from Rider University . Nominated to serve a term through the 2028 annual meeting if elected; determined independent under Nasdaq listing standards and SEC Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Partner | Dec 2016–Jul 2023 | Senior leadership in audit/advisory; contributes deep accounting expertise |
| Arthur Andersen LLP | Public accounting roles | Not disclosed | Foundational audit experience |
| Deloitte & Touche LLP | Public accounting roles | Not disclosed | Big Four audit experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Crown Bank (NJ) | Director; Interim Audit Committee Chair | Oct 2024 | Direct oversight of bank audit; signals strong audit governance experience |
| Kohlberg Kravis Roberts & Co. L.P. (KKR) | Consultant | Jul 2024 | Advisory capacity; monitor for any future related‑party intersections |
| Stout | Senior Advisor | Apr 2024 | Advisory role to financial advisory firm |
| CrossCountry Consulting | Advisory Council Member | Feb 2024 | Advisory role |
Board Governance
- Board structure: staggered classes; Braun is Class I with term expiring in 2025; nominated to serve through 2028 if elected . Lead independent director and board chair is Jonathon F. Niehaus, providing independent oversight .
- Committee assignments: Nominating & Corporate Governance Committee currently consists of Summers, Niehaus, Carleton, and Braun; Braun serves as chairperson (all members independent under Nasdaq) .
- Independence: Board determined Braun, Carleton, Niehaus, and Summers are independent under Nasdaq Rule 5605(a)(2) and SEC Rule 10A‑3 ; Braun specifically designated independent .
- Board/committee activity and attendance: Board held 5 meetings and 11 unanimous written consents in 2024; each director serving in 2024 attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting; directors are expected to attend the 2025 annual meeting .
- Audit/Compensation committee activity: Audit Committee held 7 meetings and 1 unanimous written consent in 2024 ; Compensation Committee held 8 meetings and 2 unanimous written consents in 2023 .
Fixed Compensation
Director compensation program (non‑employee directors) as disclosed:
| Component | Amount (USD) | Notes |
|---|---|---|
| Quarterly cash retainer | $12,500 per quarter | 2024 program |
| Board meeting fee | $2,000 per meeting | 2024 program |
| Committee meeting fee | $1,500 per meeting | 2024 program |
| Audit Committee Chair retainer | $20,000 per year | 2024 program |
| Compensation Committee Chair retainer | $15,000 per year | 2024 program |
| Nominating & Corporate Governance Chair retainer | $10,000 per year | 2024 program |
| Board Chair additional retainer | $60,000 per year | 2024 program |
Note: 2023 program also included fully‑vested RSUs of approximately $125,000 per director (granted Jan 10, 2023) in addition to cash fees . Ms. Seefried did not receive director fees .
Performance Compensation
- Director equity historically: 2023 grants of fully‑vested RSUs (~$125,000) made Jan 10, 2023 to non‑employee directors; immediate vesting (no performance metrics) .
- Braun grant activity: On Aug 7, 2025, a Form 4 reports an award of Stock Options (Right to Buy) for 53,144 options at $2.40; post‑transaction ownership reported at 53,114 shares/options; filing date Sep 17, 2025 . Vesting schedule/expiration not disclosed in the Form 4 output.
Performance metrics table (directors):
| Metric | Status | Detail |
|---|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | Not disclosed for director compensation | 2023 director equity was fully‑vested RSUs (time‑based/instant), indicating no performance conditions |
| Option award (Braun) vesting/metrics | Not disclosed | Reported as option grant via Form 4; no metrics disclosed in filing |
Other Directorships & Interlocks
| Entity | Role | Committee/Position | Potential Interlocks/Notes |
|---|---|---|---|
| Crown Bank (NJ) | Director | Interim Audit Committee Chair | Bank governance; monitor for any lending/deposit relationships with SHFS (none disclosed) |
| KKR | Consultant | — | Large investor network; no SHFS related‑party dealings disclosed |
| Stout | Senior Advisor | — | Advisory capacity; no related‑party transactions disclosed |
| CrossCountry Consulting | Advisory Council | — | Advisory capacity; no related‑party transactions disclosed |
Expertise & Qualifications
- Sarbanes‑Oxley “financial expert” designation; extensive audit/financial reporting oversight experience .
- 40 years of diversified public/private company service in public accounting; Rider University B.S. in Commerce (Accounting) .
- Audit committee leadership externally (Crown Bank) .
- Governance leadership internally (Chair, Nominating & Corporate Governance Committee) .
Equity Ownership
Beneficial ownership as of Oct 24, 2025:
| Holder | Shares | % of Outstanding | Source |
|---|---|---|---|
| Francis A. Braun III | 53,144 | 1.6% | 2,953,473 outstanding; table excludes warrants/convertible instruments |
2024 proxy noted no pledging arrangements known that could result in change of control, and identifies significant PCCU holdings; no Braun‑specific pledging disclosed .
Insider Trades
| Transaction Date | Filing Date | Form | Type | Security | Quantity | Price | Post‑Txn Ownership | URL |
|---|---|---|---|---|---|---|---|---|
| 2025‑08‑07 | 2025‑09‑17 | 4 | A (Award) | Stock Option (Right to Buy) | 53,144 [insider-trades] | $2.40 [insider-trades] | 53,114 [insider-trades] | https://www.sec.gov/Archives/edgar/data/1854963/000149315225013937/0001493152-25-013937-index.htm [insider-trades] |
Governance Assessment
- Strengths: Independent director with SOX “financial expert” credentials; chairs Nominating & Corporate Governance (key for board composition, independence, and conflicts review); external audit chair experience enhances oversight quality . Presence of lead independent director (Niehaus) provides additional governance guardrails .
- Compensation alignment: Company’s director program blends cash retainers with equity; historical RSUs were fully vested (lower performance alignment), but Braun received options in 2025 which can increase alignment via upside exposure; lack of disclosed performance conditions for director equity is typical but limits pay‑for‑performance signaling .
- Attendance/engagement: Board‑level attendance in 2024 met expectations (>75% participation across directors) and full annual meeting attendance; individual data for Braun not yet disclosed given 2025 appointment timing .
- Conflicts/related‑party risk: Braun was identified as a candidate by CEO Terrance Mendez due to prior professional association at Arthur Andersen/Deloitte; however, board determined Braun is independent under Nasdaq and SEC standards. No Braun‑specific related‑party transactions disclosed; audit committee retains responsibility for reviewing related‑party items (company RPTs primarily involve PCCU) .
- RED FLAGS to monitor: Advisor roles with KKR/Stout/CrossCountry could present future related‑party exposure if those entities interact commercially with SHFS—none disclosed to date; 2023 director RSUs are fully vested (no performance conditions), which can be shareholder‑unfriendly if combined with high cash retainers, although 2024 program enumerates retainer levels without equity detail; confirm future disclosures for Braun’s 2025–2026 director compensation mix and any pledging/hedging .