Brian Krogol
About Brian Krogol
Brian Krogol, age 37, is Chief Financial Officer (since June 11, 2021) and a director of Standard Premium Finance Holdings, Inc. . He holds a Master of Accounting from the University of Florida and earned the Elijah Watt Sells Award in 2012 for top CPA exam performance . His compensation is tied to operational and equity-market execution, with bonus and RSU metrics focused on credit facility size and interest cost, improvement in diluted EPS, and achieving a Nasdaq listing . The proxy did not disclose TSR/revenue/EBITDA growth targets or outcomes; performance emphasis in pay design is on EPS improvement rather than TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Premium Finance Holdings, Inc. | Vice President of Accounting | Oct 2019–Jun 2021 | Built internal accounting capacity pre-CFO; SEC and US GAAP reporting familiarity |
| Grant Thornton | Auditor | 2011–2013 | Led audit engagements (SEC clients incl. 10-Q/10-K/SOX 404) across multiple industries |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clutch Prep | Lead Business Instructor | 2015–2018 | Designed online curricula; recorded instructional videos in accounting/finance/econ |
| Private tutoring (self-operated) | Owner/Instructor | 2013–2019 | CPA exam prep and college-level accounting/finance/econ/math education |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $175,000 | $175,000 |
| Cash Bonus ($) | $4,566 | $4,601 |
| Current Employment Agreement (Amended & Restated, March 2025) | Terms |
|---|---|
| Base Salary | $175,000 per year |
| Term | 5 years; auto-renews annually unless notice of non-renewal |
| Benefits | Eligible for executive officer benefit plans |
Performance Compensation
| Annual Cash Bonus Plan | Target | Metrics & Weighting | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| CFO Annual Bonus | 100% of base salary | Credit facility size (up to 20%); interest rate on facility (up to 10%); improvement in annual diluted EPS (up to 50%); Nasdaq listing (up to 20%) | Not disclosed by metric | Not disclosed by metric; total cash bonus paid $4,601 (2024) | N/A |
| Equity Awards (Performance-based RSUs) | Grant | Vesting Basis | Status |
|---|---|---|---|
| Performance RSUs | 12,500 RSUs (one-time) | EPS improvement (up to 70% of award) and Nasdaq listing (up to 30%) | As granted; performance vesting per agreement |
| Equity Awards (Time-based RSUs) | Grant | Vesting Schedule | Acceleration/Forfeiture |
|---|---|---|---|
| Time-based RSUs | 5,000 RSUs | 1,000 per year at/through Dec 31 of 2025, 2026, 2027, 2028, 2029 | Accelerates on termination by Company without cause or after change in control or resignation for good reason; forfeits if terminated for cause or voluntary quit without good reason |
| Options/Warrants Outstanding (as of 12/31/2024) | Quantity | Type | Strike | Vesting/Notes |
|---|---|---|---|---|
| Options | 10,000 | Equity Incentive Plan | $4.50 | Options under plan vest over 2 years |
| Warrants | 5,000 | Warrant | $4.00 | Warrants vested upon grant |
| Warrants | 50,000 | Warrant | $12.00 | Warrants vested upon grant; note: awards expiring 3/31/2025 expired without issuance (company-wide note) |
Note: On June 11, 2021, the Company issued 175,000 Class W4A warrants at $4.00 (5-year term) to officers/directors/consultants; Board disclosures specify recipients included CFO and Dr. Kutner (50,000 each); later outstanding tables show 5,000 warrants at $4.00 for CFO as of 12/31/2024, indicating exercises/expirations/returns not detailed in the proxy .
Equity Ownership & Alignment
| Holder | Common Shares | % of Common | Preferred Shares | % of Preferred |
|---|---|---|---|---|
| Brian Krogol | 97,600 (incl. 87,600 directly + 10,000 options exercisable within 60 days) | 2.9% (of 3,001,216 common outstanding) | 2,000 | 1.2% |
- Vested vs unvested: Proxy discloses vesting rules; detailed breakdown of vested/unvested share counts not provided beyond options/warrants table .
- Hedging/derivatives: Company prohibits short sales and trading, writing, or purchasing puts/calls by directors/officers/employees with MNPI .
- Pledging: No pledging disclosures identified in proxy .
- Ownership guidelines: No director/executive stock ownership guideline disclosures identified .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Type | Amended & Restated Employment Agreement (Mar 2025) |
| Term & Renewal | 5 years; auto-renewal for 1-year extensions unless Company provides non-renewal notice; non-renewal within 30 days post-term treated as termination without cause for severance purposes |
| Severance (no CoC) | 1x base salary + 18 months COBRA if terminated without cause or for good reason |
| Change-in-Control (double-trigger) | If terminated on/within 18 months of CoC: 2x base salary + 2x target bonus + 18 months COBRA + prorated target bonus; time-based equity vests immediately; performance-vesting awards per their terms |
| Potential Payments (as of 12/31/2024) | Termination after non-renewal: $525,000 severance; equity benefits $32,900. Termination without cause/for good reason (no CoC): $525,000; equity benefits $32,900. Termination within 18 months of CoC: $700,000; equity benefits $32,900 |
| Restrictive Covenants | Non-compete, non-solicit, non-disparagement, proprietary information & inventions assignment |
Board Governance
- Board service: Director with term expiring at 2027 annual meeting; re-elected 2024 without opposition .
- Independence: CFO and CEO are not independent; independent directors are Hoechner, Kutner, Wall, Perrucci, Leavitt, Howell .
- Committees: Audit (Howell, Kutner, Leavitt); Compensation (Howell, Kutner, Hoechner); Nominating Committee established 12/21/2020; CFO is not listed on any committee .
- Board leadership: CEO William J. Koppelmann serves as Chairman; no Lead Outside Director appointed .
- Attendance: Board held 5 meetings in FY2024; no director attended fewer than 75% .
- Director compensation: No cash/equity retainer paid to directors in FY2024; executives (incl. Krogol) receive compensation solely for officer roles .
Director Compensation
| Year | Cash Retainer | Committee Fees | Chair Fees | Meeting Fees | Equity Grants | Notes |
|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | None | Krogol received executive compensation only |
| 2023 | $0 | $0 | $0 | $0 | None | Same policy |
Say-on-Pay & Shareholder Feedback
- 2022 advisory vote to approve executive compensation: For 2,052,324; Against 100; frequency set to three years (Three Years 1,891,068; Two Years 161,256; One Year 100) .
- 2023–2025 annual meetings: Director elections and auditor ratification; no advisory say-on-pay item disclosed in those 8-K vote reports .
Performance & Track Record
- Board election outcomes: Krogol re-elected in 2024 with 2,055,706 votes for; no votes withheld/abstentions .
- Operational achievements cited in compensation design: Focus on credit facility size and interest cost, improvement in diluted EPS, and achieving a Nasdaq listing .
- The proxy does not disclose CFO-specific TSR or revenue/EBITDA growth outcomes attributable to tenure; no additional performance controversies identified in filings reviewed .
Compensation Committee Analysis
- Composition: Scott Howell, MD; Mark Kutner, MD; Christian Hoechner; all deemed independent .
- Responsibilities: Approves CEO/other executive compensation, administers equity/benefit plans, oversees employment agreements, and issues annual compensation report .
- Consultant usage/conflicts: Not disclosed in proxy .
- Risk assessment: Committee believes base salaries and bonus/equity practices do not encourage excessive risk-taking .
Related Party Transactions & Compliance
- Related party transactions policy: Must be reviewed by independent directors per Nasdaq governance rules .
- Section 16(a) compliance: Company believes all required insider ownership filings were compliant in FY2024 .
- Insider trading policy: Directors/officers/employees subject to insider trading guidelines; hedging via options/shorts prohibited .
Investment Implications
- Alignment: Equity mix includes performance RSUs (12,500) tied to EPS improvement and Nasdaq listing, plus time-based RSUs (1,000/year through 2029); structure leans toward operational execution rather than TSR, with clear double-trigger CoC protections . The modest cash bonus paid in 2024 ($4,601) versus a 100% of salary target suggests either underachievement of metrics or discretionary outcomes; specific metric results were not disclosed .
- Retention and selling pressure: Time-based RSUs vest annually (Dec 31, 2025–2029), creating predictable vest events; options/warrants outstanding as of 12/31/2024 (10,000 options @ $4.50; 5,000 warrants @ $4.00; 50,000 warrants @ $12.00) could add selling pressure upon vest/exercise; note company-wide disclosure that awards expiring 3/31/2025 lapsed without issuance . Hedging is prohibited; no pledging disclosures identified .
- Governance risk: CFO serves as a non-independent director; CEO is also Chairman with no Lead Independent Director, which can raise independence/oversight concerns for some investors despite independent committee composition and attendance .
- Change-of-control economics: Double-trigger severance of 2x salary + 2x target bonus + COBRA + prorated bonus, with time-based equity acceleration, enhances retention but increases transaction payout obligations; equity benefits quantified at $32,900 in modeled scenarios as of 12/31/2024 .
- Shareholder sentiment: Say-on-pay support was overwhelmingly positive in 2022 and set to a triennial schedule; no adverse vote signals in subsequent years’ 8-Ks .