Mark S. Finn
About Mark S. Finn
Independent director of Barrett Business Services, Inc. (BBSI) since 2025; age 62. Finn spent 33 years at T. Rowe Price Group, including 13 years as portfolio manager overseeing the $35B US Value Equity Strategy and co-managing the $3.5B US Large-Cap Value Strategy; earlier experience in assurance at Price Waterhouse & Co. He holds a B.S. in Accounting from the University of Delaware and held CPA/CFA credentials until becoming inactive after his 2023 retirement . The Board has determined Finn is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group | Portfolio Manager; prior roles over 33 years; co/lead manager of large value strategies | 1990–2023 | Managed $35B US Value Equity Strategy; co-managed $3.5B US Large-Cap Value Strategy; deep investment and financial expertise |
| Price Waterhouse & Co. | Assurance services | Pre‑1990 | Accounting and audit background; strengthens financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: Finn and seven other non-management directors are independent under Nasdaq rules .
- Board meetings: Board met seven times in 2024; all directors then in office attended ≥93% of Board/committee meetings during their service periods (Finn joined in 2025) .
- Executive sessions: Outside directors meet at least twice per year without management .
- Committee assignments: 2024 memberships listed do not include Finn (elected April 7, 2025). Current chairs/members:
- Audit & Compliance: Chair Cusick; members Moradi, Morehouse, Meeker .
- Compensation: Chair Price; members Cusick, Clabby; uses Mercer; no consultant conflicts reported .
- Nominating & Governance: Chair Carley; members Price, Clabby, Morehouse .
- Risk Management: Chair Moradi; members Carley, Meeker .
- Chair transition: Joseph S. Clabby appointed Chairman effective June 2, 2025; Meeker remains director .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (outside director) | $65,000 | $70,000 (effective Jan 1, 2025) ; Finn specifically subject to $70,000 per 8-K |
| Chair retainer | $155,000 | (2025 roles compensated per summary; chair change noted) |
| Committee retainers | Audit: chair $15,000; member $7,500; Comp: chair $10,000; member $5,000; Risk: chair $10,000; member $5,000; Nominating: chair $10,000; member $5,000 | Not specifically changed in filings cited; standard arrangements referenced |
| Annual director equity grant (RSUs) | 3,064 RSUs on July 1, 2024; grant-date fair value $99,978; vest July 1, 2025 | Outside directors receive annual July 1 RSUs vesting one year later; Finn’s election grant below |
| Finn election RSU (one-time on appointment) | — | ~$23,300 grant-date fair value; granted Apr 7, 2025; vests July 1, 2025 |
Notes:
- Directors do not receive meeting fees; perquisites >$10,000 none for outside directors in 2024 .
- Annual RSUs vest time-based and settle in shares; one RSU = one share .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None; director RSUs are time-based and vest after one year |
| Clawback policy | Updated “clawback” applies to executive incentive compensation (not directors); adopted Oct 2023 under Nasdaq rules |
Other Directorships & Interlocks
| Company | Role | Interlock/Business Relationship | Notes |
|---|---|---|---|
| None disclosed | — | None disclosed | Proxy notes specific business relationships for other directors (Patriot Growth, Cambia/RGA), but no related-party ties for Finn |
Expertise & Qualifications
- Investment management leadership with oversight of large, value-oriented equity portfolios; strengthens capital allocation and investor perspectives on the Board .
- Accounting/audit foundation from Price Waterhouse & Co.; enhances financial literacy .
- B.S. in Accounting (University of Delaware); prior CPA and CFA credentials (inactive post-retirement) .
Equity Ownership
| Metric | As of/Period | Value |
|---|---|---|
| Beneficial ownership (shares) | April 7, 2025 record date | 4,850 shares; <1% of outstanding |
| Anti-hedging policy | Current | Hedging prohibited for directors/executives |
| Pledging/margin | Current | Pledging/margin accounts prohibited absent approval; none pledged as of proxy |
| Stock ownership guideline (directors) | Effective Jan 1, 2025 | Own ≥3× annual cash retainer ($70,000) within 3 years of election; directors/executives met or on track per Board |
Insider Trades (Form 4 activity and reported open-market buys)
| Date (Trade) | Action | Shares | Price | Source |
|---|---|---|---|---|
| 2025-05-12 | Purchase | 4,000 | $41.1038 | SEC Form 4 (filed 2025-05-13) |
| 2025-06-02 | Purchase | 1,000 | $41.3493 | Fintel insider tracker |
| 2025-06-03 | Purchase | 2,000 | $41.7799 | Nasdaq article (Quiver data) |
| 2025-06-10 | Purchase | 1,000 | $42.4636 | Fintel insider tracker |
| 2025-06-11 | Purchase | 1,000 | $41.9289 | Investing.com summary |
| 2025-09-11 | Purchase | 500 | $47.0599 | SEC Form 4 (filed 2025-09-12) |
| 2025-11-10 | Purchase | 1,000 | $34.3875 | SEC Form 4 (filed 2025-11-12) |
Note: Fintel aggregates open-market trades; SEC Form 4 links verify specific trades and evolving holdings .
Fixed Compensation Details (Director Pay Mix)
| Pay Element | Structure | Vesting/Terms |
|---|---|---|
| Cash retainer | $70,000/year (2025 policy) | Paid monthly; committee role retainers add to base |
| Equity (annual) | RSUs granted July 1 each year (e.g., 3,064 units in 2024; $99,978 fair value; vest one year) | Time-based vesting; settle in shares |
| Equity (appointment) | RSUs at election (Apr 7, 2025) ~$23,300; vest July 1, 2025 | Time-based |
Performance Compensation Metrics (Directors)
| Metric Category | Disclosure |
|---|---|
| Pay-for-performance metrics (directors) | No performance-vested awards; director equity grants are time-based RSUs |
Say‑On‑Pay & Shareholder Feedback
- 2024 annual meeting: >93% approval on say‑on‑pay for named executive officers; Committee considered feedback and maintained program structure .
- 2025 proxy proposes annual say‑on‑pay again; results to be disclosed post‑meeting (not in proxy) .
Governance Assessment
- Alignment signals:
- Independent status; robust Board committee structure; separation of Chair/CEO roles .
- Multiple open‑market purchases in 2025 post‑appointment indicate personal capital at risk and alignment with shareholders .
- Anti‑hedging/anti‑pledging policies; director ownership guidelines (≥3× retainer) with directors on track .
- Potential conflicts:
- 8‑K expressly notes no related‑party transactions for Finn under Item 404(a); no family relationships; no appointment arrangements beyond standard compensation .
- Proxy independence section highlights certain relationships for other directors (Patriot Growth; Cambia/RGA), none attributed to Finn .
- Board effectiveness:
- High 2024 attendance among directors; Finn’s background adds investor perspective and financial rigor .
- Compensation Committee uses independent consultant Mercer; Committee found pay practices not incentivizing excessive risk .
RED FLAGS
- None identified for Finn: No related-party transactions; no hedging/pledging; insider activity consists of open‑market buys; independence affirmed .