Brian Goldstein
About Brian S. Goldstein
Brian S. Goldstein (age 64) is an independent director of INNOVATE Corp. (VATE) since June 2022, serving as Chair of the Audit Committee and member of the Compensation and Nominating & Governance Committees; he is designated an Audit Committee financial expert by the Board . Goldstein is a veteran tax professional who retired as a partner from PricewaterhouseCoopers (PwC) in July 2021 after 25+ years, having built PwC’s U.S. Indirect Tax practice, led State & Local Tax for the communications sector, and ran a global data analytics program; he holds a JD from Emory University School of Law and a BS in Business Administration & Finance from the University of Buffalo . The Board affirmed his independence in February 2025 under NYSE standards and INNOVATE’s Guidelines . He attended more than 75% of Board and applicable committee meetings in 2024, when the Board met 11 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner (retired July 2021); veteran tax professional | 25+ years at PwC; retired 2021 | Built U.S. Indirect Tax practice; led State & Local Tax for communications; ran global data analytics program |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DBM Global Inc. (majority-owned subsidiary of INNOVATE) | Director; Audit Committee Chair; Compensation Committee member | Since Oct 2021 | Oversees subsidiary audit and compensation matters; separate fees paid by DBM Global |
Board Governance
- Committee assignments: Audit Committee (Chair), Compensation Committee (member), Nominating & Governance Committee (member); audit committee financial expert designation .
- Independence: Board determined Goldstein is independent for Board and applicable committee service under NYSE and company Guidelines (review in Feb 2025) .
- Attendance/engagement: Board held 11 meetings in 2024; each director attended >75% of Board and committee meetings for which they served . Committee meetings in 2024: Audit (5), Compensation (8), Nominating & Governance (2) .
- Governance practices: Anti-hedging and anti-pledging policy (pledging prohibited except limited CFO-approved exceptions with quantitative limits); executive sessions led by Board chair; use of independent compensation consultant; majority voting in uncontested elections .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash fees | 81,750 | Fees for Board/committee service (paid quarterly in arrears) |
| Stock awards (RSAs) | 90,000 | Annual director RSAs granted June 18, 2024; time-based vesting |
| Other compensation | 80,000 | Fees paid by DBM Global for subsidiary board service |
| Total | 251,750 | Sum of components |
Director cash fee schedule (annual, paid quarterly; pro-rated if partial year):
| Fee Type | Annual Amount ($) |
|---|---|
| Non-employee director base | 52,500 |
| Lead Independent Director or Non-Executive Chair | 23,625 |
| Audit Committee Chair | 18,750 |
| Compensation Committee Chair | 12,000 |
| Nominating & Governance Committee Chair | 9,000 |
| Audit Committee member (non-Chair) | 9,375 |
| Compensation Committee member (non-Chair) | 6,000 |
| Nominating & Governance Committee member (non-Chair) | 4,500 |
Annual equity grant details:
| Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| June 18, 2024 | 16,101 | 90,000 | 100% on earlier of June 18, 2025 or first regular annual meeting after grant; continued service required |
Performance Compensation
- No performance-conditioned director awards disclosed; annual director equity is time-based restricted stock with 1-year vesting. No option awards disclosed for Goldstein in 2024 director compensation section .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| DBM Global Inc. | Majority-owned subsidiary | Director; Audit Chair; Comp Committee member | Internal group interlock; receives separate fees ($80,000 in 2024) |
Expertise & Qualifications
- Financial and tax expertise: 35+ years; Audit Committee financial expert designation by Board .
- Education: JD, Emory University School of Law; BS Business Administration & Finance, University of Buffalo .
- Board qualifications cited by INNOVATE: veteran tax professional experience; relevant to diversified holding company oversight .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (Common) | 32,620 shares; <1% of Common outstanding |
| Shares outstanding reference (record date) | 13,283,218 Common; total voting, including as-converted preferred: 13,833,102 |
| Unvested RSAs included in beneficial ownership | 16,101 RSAs vesting at earlier of June 18, 2025 or 2025 Annual Meeting |
| Pledged/Hedged shares | No pledging/hedging by directors permitted under policy except limited CFO-approved exceptions; no specific pledging by Goldstein disclosed |
Governance Assessment
- Strengths: Independent director; audit chair and designated financial expert; strong attendance; transparent director pay mix (cash + time-based equity); anti-hedging and limited pledging policy; independent compensation consultant engagement .
- Alignment: Receives annual RSAs ($90,000) with 1-year vest; holds 32,620 shares including 16,101 unvested RSAs; ownership is <1%—typical for small-cap boards but modest absolute “skin in the game” .
- Watch items: Dual roles across parent (INNOVATE) and subsidiary (DBM Global) audit/comp committees and fees ($80,000) could create perceived interlocks; monitor how related-party transactions (largely tied to Lancer Capital) are overseen at audit and governance levels, though no Goldstein-specific related-party exposure is disclosed .
- Compliance signals: Section 16 compliance was timely for all directors in 2024; no delinquent filings noted for Goldstein (one PEO amendment noted) .
Note: No director-specific performance metrics, severance, CoC provisions, clawbacks, tax gross-ups, hedging or pledging actions for Goldstein are disclosed in the proxy. Executive compensation provisions (severance, CoC, clawbacks) apply to named executive officers and are not director-specific .