Juan Carlos Barrera
About Juan Carlos Barrera
Juan Carlos Barrera, 61, is an independent director and serves as Chairman of the Board at Versus Systems, Inc., with board tenure beginning December 29, 2023 . He has a finance and international investments background, including senior roles at Prudential Financial, and holds degrees in Economics and Business Administration from Coe College . As Chairman, his responsibilities include facilitating board–management communication, assessing management performance, setting meeting agendas, chairing board and shareholder meetings, and managing stakeholder relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial (including Prudential International Investments; Dryden Wealth Mgmt) | Director of Institutional Wealth Management; Director of Institutional Investments | 20+ years | Institutional wealth management leadership and investment oversight |
| Global Select Wealth Management | Chief Executive Officer | Not disclosed | Executive leadership in wealth management |
| SKYY Digital Media | President | 2015–2019 | Led operations; digital/media partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Icaro Media Group Inc. | Chief Commercial Officer | 2020–present | Responsible for strategic partnerships and global strategy |
Potential interlock: VS CEO Luis Goldner has served as COO of Icaro Media Group since 2019, which overlaps with Barrera’s role at Icaro .
Board Governance
- Independence and leadership: Barrera is an independent director and serves as Chairman of the Board; independent directors held eight executive sessions in 2024 .
- Committee assignments: Audit Committee member (independent under Rule 10A-3 and Nasdaq); Compensation Committee Chair (independent under Nasdaq/Rule 16b-3); Nominating & Corporate Governance Committee member (independent under Nasdaq) .
- Attendance and engagement: The board met 15 times in 2024; each current director attended at least 75% of board and applicable committee meetings; independent directors met eight times in executive session .
- Annual meeting cadence: The company did not hold an annual meeting in 2024 and is asking shareholders to ratify director service during 2024 at the June 20, 2025 meeting .
- Shareholder communications: The board has a formal process for shareholder communications addressed to “Attention: Juan Carlos Barrera, Chairman” .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $91,666 |
| Stock awards | — |
| Option awards | — |
- No director equity grants outstanding at fiscal year-end: “None” .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| RSUs/PSUs (Director) | None disclosed | No annual equity grants reported for directors in 2024 |
| Options (Director) | None disclosed | No option awards to directors in 2024 |
| Performance metrics tied to director pay | None disclosed | No TSR/revenue/EBITDA-linked director comp disclosed |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Interlock/Conflict Consideration |
|---|---|---|---|
| Icaro Media Group Inc. | Chief Commercial Officer | Private | Overlap with VS CEO’s concurrent COO role at Icaro; potential related-party risk if transactions arise, though none disclosed to date |
- No other public company directorships for Barrera are disclosed .
- Related party transactions: The company disclosed no related party transactions since the beginning of the last fiscal year, aside from compensation arrangements, and no proposed related party transactions .
Expertise & Qualifications
- Finance/investments: Extensive experience in institutional wealth management and investments from multi-decade tenure at Prudential .
- Corporate development: Experience in acquisitions and global partnerships; senior roles in media/technology (SKYY Digital Media; Icaro) .
- Education: Degrees in Economics and Business Administration, Coe College .
- Governance: Serves as Compensation Committee Chair; member of Audit and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Execs & Directors as a Group (7 persons) | 11,827 | * (less than 1%) |
| Shares Outstanding (Record Date) | 4,901,677 | — |
- Individual ownership for Barrera not separately disclosed .
- Section 16(a) compliance: Company believes all required filings in 2024 were made on a timely basis .
Governance Assessment
- Strengths:
- Independent Chairman with committee leadership; Compensation Committee Chair; member of Audit and Nominating committees, supporting oversight across financial reporting, pay, and governance .
- Board held 15 meetings in 2024; independent directors held eight executive sessions; each current director attended at least 75% of applicable meetings, indicating active engagement .
- Formal shareholder communication channel directed to the Chairman enhances accountability .
- Risks and Red Flags:
- Dual executive roles at Icaro Media Group for both Barrera (CCO) and VS’s CEO (COO) create an interlock that could pose conflict risk if the companies transact; currently, the proxy reports no related party transactions, but this remains a monitoring area .
- Low group-level director/executive equity ownership (<1%) suggests limited “skin-in-the-game” alignment; individual director holdings not disclosed .
- No annual meeting held in 2024; the 2025 proxy seeks ratification of director service during 2024, which is atypical and a governance cadence concern .
- Shareholder support signal: At the December 29, 2023 annual meeting, Barrera received 1,031,718 votes “For” and 5,322 “Withheld,” indicating strong support at that time .
Overall: Barrera’s independent chair role and cross-committee presence support board effectiveness, but overlapping external roles at Icaro and low disclosed equity ownership warrant ongoing scrutiny for potential conflicts and alignment. Continued transparency on related-party screening and formal director ownership guidelines would strengthen investor confidence .