Damon Jones
About Damon Jones
Damon Jones (age 49) has served as an independent director of Mobile Infrastructure Corporation since August 2021; he is Chief Communications Officer of Procter & Gamble since April 2020, with prior senior communications roles at P&G dating back to 1997 . He is independent under NYSE American rules and chairs BEEP’s Nominating and Governance Committee, signaling governance oversight responsibility .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Chief Communications Officer | Apr 2020–present | Public company executive; corporate communications leadership |
| Procter & Gamble | VP, Global Communications & Advocacy | Jul 2018–Apr 2020 | Global advocacy strategy |
| Procter & Gamble | Director, Global Company Communications | Aug 2015–Jun 2018 | Corporate communications governance |
| Procter & Gamble | Various roles (increasing responsibility) | 1997–2015 | Long-tenured operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Procter & Gamble | Chief Communications Officer | Apr 2020–present | Public company operating role (non-director) |
Board Governance
- Current committee assignments: Chair, Nominating & Governance; not listed on Audit or Compensation .
- Independence: Board determined Jones is independent; majority of Board is independent .
- Attendance and engagement: In 2024, Board held 9 meetings; Nominating & Governance met 3 times, and each director other than Mr. Greiwe attended at least 75% of Board and assigned committee meetings (Jones met this threshold) .
- Board leadership: Combined Co-Chair/CEO structure counterbalanced by an independent Co-Chair and independent committee chairs .
- Ownership guidelines: Non-employee directors must hold ≥4x annual director compensation; all current directors are in compliance .
- Hedging policy: Officers, directors, and employees are prohibited from hedging (e.g., collars, swaps, derivatives) .
Fixed Compensation
| Component | FY 2024 Amount | Mix/Terms |
|---|---|---|
| Annual director retainer (cash portion) | $28,000 | 40% of $70,000 retainer paid in cash |
| Committee chair fee (cash portion) | $4,000 | 40% of $10,000 Nominating & Governance chair fee paid in cash |
| Total cash fees | $32,000 | Sum of cash portions |
| Annual director retainer (RSUs portion) | $42,000 | 60% of $70,000 retainer in RSUs (one-year vest) |
| Committee chair fee (RSUs portion) | $6,000 | 60% of $10,000 chair fee in RSUs |
| Total stock awards (grant-date fair value) | $48,000 | RSUs vest in full on one-year anniversary |
| Total FY 2024 director compensation | $80,000 | No meeting fees; reimbursed reasonable expenses |
Performance Compensation
| Metric | Target/Condition | Outcome |
|---|---|---|
| Director equity vesting | Annual RSUs vest on the one-year anniversary of grant, subject to continued service | 33,334 RSUs granted Jan 10, 2024 vested Jan 10, 2025 and converted to common stock |
Note: Directors did not receive option awards or performance-conditioned equity; RSUs are time-based .
Other Directorships & Interlocks
| Entity | Role | Dates | Notes/Conflict Considerations |
|---|---|---|---|
| Color Up, LLC | Director | Prior to dissolution (distributed July 26, 2024) | Color Up distributed BEEP securities/warrants to entities controlled by CEO (Bombe) and Director Osher (HS3); interlock exposure to insider-affiliated entities . |
| Mobile Infra Operating Company, LLC (Operating Company) | Member | As of Mar 31, 2025 | Operating Company members include CEO, President, Holley, Jones, Osher, and insider-affiliated entities; governance/control dynamics warrant monitoring . |
Expertise & Qualifications
- Public company executive experience: CCO of P&G; deep communications leadership and stakeholder engagement .
- Board qualifications: Independence; governance oversight as Nominating & Governance Chair .
- Industry tenure: 25+ years at P&G, progressive leadership roles .
Equity Ownership
| Security | Amount | Date/As-of | Ownership Form/Notes |
|---|---|---|---|
| Common Stock | 33,334 shares (beneficially owned; <1%) | Mar 31, 2025 | Direct; reflects RSU conversion |
| Common Units (Operating Company) | 8,557 units (beneficially owned; <1%) | Mar 31, 2025 | Vested LTIP Units convertible to Common Units within 60 days |
| LTIP Units | 11,267 units (held) | Dec 31, 2024 | Director equity interests; separate from Common Units |
| Restricted Stock Units | 33,334 units (granted 1/10/2024) | Vested 1/10/2025 | Converted to common stock (Form 4) |
| Ownership guideline compliance | In compliance (≥4x annual director compensation requirement) | Policy-level | Applies to all current directors |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | Policy-level | Insider trading policy bans hedging |
Insider Trades (Section 16)
| Date | Type | Code | Securities | Quantity | Price | Notes |
|---|---|---|---|---|---|---|
| Jan 10, 2025 (filed Jan 13, 2025) | RSU conversion to common | M | Common Stock | 33,334 | $0 | RSUs granted 1/10/2024 vested and converted one-for-one; post-transaction beneficially owned 33,334 common shares |
Governance Assessment
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Strengths
- Independent director with Chair role on Nominating & Governance; supports board refreshment, ESG oversight, and annual board/committee evaluations .
- Attendance at or above 75% of Board/committee meetings; active governance engagement .
- Director compensation balanced (cash/equity) with ownership guidelines and compliance; alignment through RSUs and LTIP/Operating Company units .
- Clawback policy covers incentive-based compensation tied to financial measures, stock price, and TSR; restatement in 2024 did not trigger recovery, but policy is in place .
-
Risks/Red Flags to Monitor
- Interlocks/affiliations: Jones served as a director of Color Up, which distributed BEEP securities to Bombe (CEO-affiliated) and HS3 (Director Osher-affiliated); while not a related-party transaction by Jones personally, the network links could raise perceived conflicts if future transactions benefit insider-affiliated entities .
- Operating Company membership composition includes multiple insiders (CEO, President, Holley, Jones, Osher) and insider-affiliated entities; governance clarity on Operating Company board decisions and conflict management is critical .
- Say-on-pay: As an EGC, BEEP does not conduct advisory votes on executive compensation, limiting direct shareholder feedback mechanisms on pay practices .
-
Implications
- Jones’ independence and committee leadership bolster governance; however, perceived related-party network complexity (Color Up; Operating Company membership) may affect investor confidence unless conflicts are robustly managed and disclosed .
- Continued disclosure on director equity holdings, compliance with ownership guidelines, and adherence to hedging prohibitions supports alignment; periodic updates via Section 16 filings help track engagement and skin-in-the-game .