Brian Posner
About Brian M. Posner
Brian M. Posner (age 63) joined SWAG’s Board in July 2025 and is an independent director with deep CFO and audit committee credentials. He holds an undergraduate degree in accounting from Queens College and an MBA in managerial accounting from Pace University, and the Board has designated him as an “audit committee financial expert.” His recent roles include CFO appointments at electroCore, Inc. and Cellectar Biosciences, and he currently serves on the board of Firefly Neuroscience, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| electroCore, Inc. (Nasdaq: ECOR) | Chief Financial Officer; then consultant | CFO: Apr 2019–Oct 2024; Consulting since Oct 2024 | Led public-company finance and reporting; continued consulting support post-CFO |
| Cellectar Biosciences, Inc. (Nasdaq: CLRB) | Chief Financial Officer | Apr 2018–Mar 2019 | Public-company CFO experience |
External Roles
| Organization | Role | Since | Exchange/Ticker |
|---|---|---|---|
| Firefly Neuroscience, Inc. | Director | Aug 2024 | Nasdaq: AIFF |
Board Governance
- Independence: The Board determined Posner is independent under Nasdaq rules (one of four independent directors on a six-member Board) .
- Committees:
- Audit Committee: Member; Chair; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member (Chair is Mark Charles Adams) .
- Attendance: In FY2024, the Board held 4 meetings, Audit 2, Compensation 1, Nominating 0; each director then serving attended ≥75% of Board and applicable committee meetings. Posner joined in 2025, so FY2024 attendance pertains to prior composition .
Fixed Compensation
| Component | Detail | Amount/Terms | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer | Independent Director Agreement (July 8, 2025 for Posner) | $20,000 per year | Paid per agreement terms |
| Committee chair cash | Audit Committee chair | $6,000 per year | Paid per agreement terms |
| Initial restricted stock grant | Granted July 8, 2025 | 8,904 shares | Vests in 4 equal quarterly installments beginning on the last day of the first full calendar quarter following grant |
| Annual restricted stock (ongoing) | On each anniversary during term | $12,000 grant value based on 30-day VWAP | Vests in 4 equal quarterly installments beginning after grant |
| Stock option grant | Granted July 8, 2025 | Option to purchase 10,000 shares; exercise price based on average 30-trading-day VWAP | Vests in 4 equal quarterly installments beginning on the last day of the first full calendar quarter following grant |
Performance Compensation
No performance-based metrics are disclosed for Posner’s director compensation; equity awards vest on time-based quarterly schedules (not performance conditions) .
| Performance Metric | Target | Weight/Payout | Status |
|---|---|---|---|
| Director equity awards | Not applicable | Not disclosed | No performance metrics; time-based vesting only |
Other Directorships & Interlocks
| Company | Relationship to SWAG | Potential Interlock/Conflict |
|---|---|---|
| Firefly Neuroscience, Inc. (AIFF) | Independent director role | No SWAG-related transactions disclosed with Firefly; no interlocks with SWAG customers/suppliers disclosed |
Expertise & Qualifications
- Audit and finance: Prior public-company CFO roles; designated audit committee financial expert by the Board .
- Education: BA in accounting (Queens College); MBA in managerial accounting (Pace University) .
- Governance: Serves as Audit Chair; member of Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brian M. Posner | 8,904 | <1% | Initial restricted share grant on July 8, 2025; time-based vesting in quarterly installments |
| Pledging/Hedging | Prohibited by policy | — | Directors are prohibited from hedging and pledging SWAG securities absent specific approval; no pledging disclosures for Posner |
Insider Trades
| Date | Type | Shares | Price |
|---|---|---|---|
| — | None disclosed for Posner in proxy | — | — |
Governance Assessment
- Positives:
- Independence and expertise: Independent director, Audit Chair, and audit committee financial expert; strong CFO background enhances board oversight of financial reporting and internal controls .
- Alignment: Mix of cash retainer plus equity (restricted stock and options) promotes long-term alignment; no hedging/pledging permitted under policy .
- Watch items / Red flags:
- Company-level ICFR: The proxy summarizes material weaknesses in internal control over financial reporting disclosed for FY2024 (e.g., controls over complex transactions, reviews, tax provision, AR/unearned revenue, related-party disclosure, and IT general controls). As incoming Audit Chair, remediation oversight is a critical focus area for Posner and the committee .
- Auditor turnover: Transition from BF Borgers → Marcum LLP → CBIZ CPAs P.C. in 2024–2025; while no disagreements were reported, frequent changes elevate audit oversight demands .
- Historical administrative oversight: Prior director equity grants not made on schedule; remedial cash/stock actions in June 2025 indicate prior control/administrative lapses (pre-Posner tenure) .
Overall: Posner’s audit expertise and independence are positives for investor confidence, particularly as Audit Chair amid the company’s disclosed control remediation and recent auditor transitions. His equity-based compensation and small beneficial ownership are consistent with director alignment practices; no related-party transactions or pledging involving Posner are disclosed .
Notes on Related-Party Exposure
- No transactions disclosed involving Posner; transactions with other non-employee director affiliates (Engage & Excel; Kapstone) were reviewed with independence determinations maintained for those directors; none relate to Posner .