Mark Finser
About Mark A. Finser
Age 65; independent director since May 2018. Founding member and Chair of New Resource Bank until AMAL acquired it in 2018; founder and former President/CEO of RSF Social Finance, later Chair of RSF’s Board of Trustees (assets grew to $120 million under his leadership). Currently Lead Independent Director at AMAL, empowered to call/preside over executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSF Social Finance | Founder; President & CEO; later Chairman of Board of Trustees | Founder (1984); CEO until 2007; Chair 2007–2018 | Grew RSF assets to $120M; pioneered social finance tools |
| New Resource Bank | Founding Member; Chair | Through acquisition by AMAL in 2018 | Led board until merger; contributed bank director experience |
| Independent trustee work | Independent trustee for families/multigenerational beneficiaries | Ongoing | Aligns financial resources with personal values |
External Roles
| Organization | Role |
|---|---|
| B Lab | Board service (member) |
| Living Lands Trust | Board service (member) |
| Gaia Herbs | Board service (member) |
Board Governance
- Independence: Board determined Finser is independent under Nasdaq standards (and “outside director” for applicable committees). Independent cohort average tenure ~4.3 years .
- Lead Independent Director: Serves as LID with authority to call/preside over executive sessions of independent directors; role continues post-2025 annual meeting .
- Current committee assignments (2024): Executive; Compensation & Human Resources; Nominating & Governance; Trust .
- Post-annual meeting anticipated assignments (2025): Executive; Compensation & Human Resources; Nominating & Governance; Trust (unchanged) .
- Attendance/Engagement: Board met 7 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors attended 2024 annual meeting .
- Committee activity levels (2024): Audit (12), Compensation (9), Nominating & Governance (7), Credit Policy (7), Enterprise Risk Oversight (4), Trust (4); Executive Committee met 0 times .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $85,833 | Includes cash retainers for LID and committees |
| Stock Awards (RSUs, grant-date fair value) | $50,003 | 1,954 RSUs granted 5/22/2024 at $25.59; expected vest 5/22/2025 |
| Total (2024) | $135,836 | Sum of cash + stock fair value |
Director compensation structure (policy):
- Annual cash retainers: Board Chair $150,000; Lead Independent Director $70,000; other directors $50,000 .
- Committee retainers: Audit member $10,000 (Chair +$15,000); Compensation/Enterprise Risk/Nominating/Credit/Trust members $5,000 (Chair +$10,000); Executive Committee members $5,000 .
- Equity: Annual RSUs ~ $50,000 grant-date fair value; vest on first anniversary; dividend equivalents paid in cash upon vesting; forfeiture if director resigns before vest .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs vesting after one year (no performance hurdles) |
Other Directorships & Interlocks
| Company/Entity | Public/Private/Non-profit | Role | Potential AMAL Conflict/Interlock |
|---|---|---|---|
| B Lab | Non-profit | Board member | None disclosed |
| Living Lands Trust | Non-profit | Board member | None disclosed |
| Gaia Herbs | Private | Board member | None disclosed |
Expertise & Qualifications
- Social finance pioneer (RSF founder; scaled assets to $120M), strong mission-alignment experience, and bank board leadership (New Resource Bank Chair) .
- Trusted advisor to high-net-worth families on aligning finance with values; governance experience across multiple mission-driven boards .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 16,521 | <1% of shares outstanding; includes RSUs vesting within 60 days |
| RSUs vesting within 60 days | 1,954 | Director annual grant (May 2024) |
| Stock options (exercisable/unexercisable) | None disclosed | Options noted for other directors; Finser not listed |
| Ownership guidelines | 3× annual cash retainer | Counts certain net shares/RSUs/options; measured annually; director must retain 50% of net shares until compliant |
| Hedging/pledging | Company bans hedging & pledging practices within compensation philosophy | Reinforces alignment and compliance culture |
Insider trades (Form 4):
- Proxy does not list specific Form 4 transactions for Finser; company reported certain late Section 16 filings for other insiders in 2024 (names listed), Finser not among them .
Governance Assessment
- Board effectiveness: Finser’s LID role strengthens independent oversight and executive-session leadership, counterbalancing a chair designated by Workers United under the Investor Rights Agreement .
- Committee influence: As a member of Compensation and Nominating & Governance, Finser contributes to pay oversight, succession, independence determinations, and board composition; Compensation Committee uses independent consultant (Farient), assessed as conflict-free .
- Independence & attendance: Independent status affirmed; strong engagement metrics (≥75% meeting attendance; full annual meeting participation) support investor confidence .
- Compensation alignment: Director pay mix is balanced (cash retainers + time-based RSUs); no performance-linked director metrics, reducing risk of short-termism; stock ownership guidelines promote alignment .
- Conflicts/related-party exposure: No Finser-specific related-party transactions disclosed; broader structural concentration exists via Workers United (chair designation, nomination rights, Trust Committee chair requirement), requiring vigilance; independent directors and committee structures partially mitigate this risk .
- Shareholder signals: Prior say‑on‑pay approval at 98.5% indicates broad investor support for compensation governance (applies to NEOs but relevant to overall governance climate) .
RED FLAGS to monitor:
- Structural influence of Workers United (e.g., right to designate Chair and multiple nominees; mandated Trust Committee chair) could challenge independence optics; continued robust LID function and independent committee leadership are essential mitigants .
- Executive Committee inactivity (0 meetings in 2024) may be acceptable but warrants clarity on when this body is engaged for time‑sensitive oversight .