Marine Sudnow
About Marnie Sudnow
Independent Class III director of AFCG since January 2022; age 57. Over 25 years in management consulting and client success leadership across data-driven retail and ad-tech; currently SVP, Client Success at Stylitics (since June 2022) and an executive coach. BA in Business Administration (Finance & Marketing) from the University of Delaware; founding member of CHIEF and member of The Female Quotient . The Board affirms her independence under Nasdaq rules; each director attended at least 80% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mediaocean (ad services/software) | SVP, Strategic Accounts, North America | Oct 2010 – Jun 2020 | Led strategic accounts; ad-tech/marketing software domain expertise applicable to AFCG brand, stakeholder communication |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stylitics | SVP, Client Success | Jun 2022 – present | Data-driven omnichannel consulting for global retailers |
| Executive Coaching | Executive Coach | Current | Coaching senior leaders on performance and hybrid teams |
| CHIEF | Founding member | Current | Executive women’s network (professional affiliation) |
| The Female Quotient | Member | Current | Professional affiliation |
No other public company directorships disclosed for Ms. Sudnow in AFCG’s 2025 proxy .
Board Governance
- Committee assignments: member, Compensation Committee (chair: Thomas Harrison); member, Nominating & Corporate Governance Committee (chair: Alexander Frank) .
- Independence: Board determined Ms. Sudnow is independent under Nasdaq rules .
- Attendance/engagement: Board held 10 meetings in 2024; Compensation (1); Nominating & Corporate Governance (2). Each director attended ≥80% of meetings of the Board and committees on which they served; independent directors meet in regular executive sessions .
- Board structure: Lead Independent Director is Thomas L. Harrison; standing committees are fully independent .
- Term/tenure: Class III director; term expires at 2026 annual meeting .
Fixed Compensation
Director pay structure and 2024 actuals.
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly to each non-employee director |
| Lead Independent premium | $15,000 | Chair Harrison only |
| Committee chair premiums | Audit & Valuation $25,000; Comp $10,000; N&CG $5,000 | Chairs only (Sudnow is not a chair) |
| Meeting fees | None | No per-meeting fees; expense reimbursement permitted |
| Director | Year | Cash Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|---|
| Marnie Sudnow | 2024 | 50,000 | 0 | 0 | 50,000 |
Performance Compensation
- Non-employee director equity: annual stock awards under the 2020 Stock Incentive Plan; no options granted in 2024. Ms. Sudnow received $14,999 in stock awards in 2024; no option awards .
- No performance metrics are disclosed for director compensation; equity appears time-based and service-vesting (not performance-vesting) .
| Equity/Metric | 2024 Detail | Vesting/Notes |
|---|---|---|
| Stock awards (grant-date value) | $14,999 | Director equity under 2020 plan; time-based service vesting (no performance metrics disclosed) |
| Option awards | $0 | As of 12/31/24: 5,000 vested options outstanding; 1,282 unvested RS scheduled to vest 1/2/2025 |
Compensation clawback policy applies to current/former officers tied to restatements; directors are not identified as covered persons under the policy .
Other Directorships & Interlocks
| Company/Entity | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company interlocks disclosed for Ms. Sudnow in 2025 proxy |
Expertise & Qualifications
- Management consulting and client success leadership in data-driven retail and dynamic, technology-enabled environments (pertinent to credit underwriting perspectives on operator go-to-market and operational maturity) .
- Strategic planning and stakeholder engagement; executive coaching experience .
- Education: BA in Business Administration (Finance & Marketing) – University of Delaware .
- Professional networks: CHIEF founding member; The Female Quotient member .
Equity Ownership
| As of March 28, 2025 | Amount | Notes |
|---|---|---|
| Common shares owned | 2,245 | Direct ownership |
| Stock options (exercisable within 60 days) | 5,000 | Vested/exercisable within 60 days |
| Unvested restricted stock | 1,792 | Unvested RS included in beneficial ownership footnote |
| Total beneficial ownership (shares) | 9,037 | Less than 1% of outstanding shares |
| % of shares outstanding | <1% | Based on 22,596,007 shares outstanding |
Additional context:
- As of 12/31/2024, holdings included 5,000 vested options and 1,282 unvested restricted shares scheduled to vest 1/2/2025 (timing differs vs. 3/28/2025 snapshot above) .
- Hedging and pledging of company stock are prohibited for insiders (directors, officers, employees) under AFCG’s insider trading policy .
Governance Assessment
-
Positives
- Independent director with dual roles on Compensation and Nominating & Corporate Governance Committees; all standing committees are fully independent, supporting oversight integrity .
- Attendance ≥80% threshold met; independent directors hold regular executive sessions; Board conducts annual self-assessment (Dec 2024) .
- Director pay mix modest with equity component ($14,999 in 2024), offering some alignment; personal beneficial ownership includes vested options/unvested RS; no pledging/hedging allowed .
-
Watch items / structural risks
- Related-party complexity: Manager is majority-owned by Chairman Leonard Tannenbaum (and affiliates); significant base/incentive fees and a 3x termination fee; AFC Agent (owned by Leonard and Robyn Tannenbaum) serves as administrative agent on many facilities and receives borrower-paid fees. Audit & Valuation Committee oversees related-party transactions, but Ms. Sudnow is not on that committee, limiting her direct role in those approvals .
- Concentration of influence: Chairman (Leonard) and President/CIO (Robyn) are spouses; independence is maintained at committee level, but perceived entrenchment risk remains and requires strong independent director oversight .
- Compensation Committee met once in 2024 (limited cadence), which can constrain depth of compensation oversight; however, committee retains authority to hire independent consultants .
-
Disclosures specific to Ms. Sudnow
- No related-party transactions involving Ms. Sudnow are disclosed in the 2025 proxy; none identified among enumerated related-party sections .
- Board composition changes around the 2024 SUNS spin-off maintained her role at AFCG, supporting continuity among independent directors .
Overall implication for investors: Ms. Sudnow adds independent perspective and stakeholder management expertise on Compensation and N&CG Committees with acceptable engagement. Given AFCG’s extensive related-party dynamics centered on the Manager and AFC Agent, continued vigilance by independent directors is critical; enhancing Compensation Committee cadence could further strengthen governance oversight .