Mark Betor
About Mark Betor
Independent director; served on the board since at least 2018 through the predecessor entity, with experience as a retired businessman and law enforcement officer engaged in real estate investments and private businesses . The company has determined he qualifies as an independent director under Nasdaq standards, and committee independence requirements have been affirmed in multiple disclosures . Age disclosed as 67 in the 2023 proxy biography; education not disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed (biographical overview) | Retired law enforcement officer; investor in real estate/private business | Not disclosed | Background used to qualify independence and governance service |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in available filings |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Governance Committee Chair .
- Independence: Board determined he and other committee members are independent under Nasdaq standards and Rule 10A‑3 where applicable .
- Attendance: In 2022, no director attended fewer than 75% of Board and applicable committee meetings; company encourages but does not require attendance at stockholder meetings .
- Years of service: On board since at least 2018 via predecessor; current BINI continuity implied by consistent committee structures and director listings .
- Lead Independent Director: Role exists with a $25,000 supplement but the holder is not identified in available filings .
- Executive sessions: Not disclosed.
Fixed Compensation
- Policy evolution:
- Pre–July 2023: Annual cash retainer $25,000; committee member fees—Comp/Nominating $2,000, Audit $8,000; committee chair fees—Comp/Nominating $5,000, Audit $45,000; meeting fee supplements applied beyond thresholds .
- Effective July 1, 2023: Annual cash retainer $50,000; committee member fees—Comp/Nominating $5,000, Audit $10,000; committee chair fees—Comp/Nominating $7,500, Audit $45,000; Lead Independent Director $25,000; updated meeting fee thresholds .
| Fixed Compensation Policy ($USD) | Pre–Jul 2023 | From Jul 1, 2023 |
|---|---|---|
| Annual Board retainer | $25,000 | $50,000 |
| Committee member – Compensation | $2,000 | $5,000 |
| Committee member – Nominating/Gov | $2,000 | $5,000 |
| Committee member – Audit | $8,000 | $10,000 |
| Committee chair – Compensation | $5,000 | $7,500 |
| Committee chair – Nominating/Gov | $5,000 | $7,500 |
| Committee chair – Audit | $45,000 | $45,000 |
| Lead Independent Director supplement | — | $25,000 |
| Meeting fee supplement (telephonic) | $500 beyond 12 per year | $500 beyond 15 per year |
| Meeting fee supplement (in-person) | $1,000 beyond 4 per year | $1,000 beyond 4 per year |
| Mark Betor – Actual Director Compensation ($USD) | FY 2022 | FY 2023 |
|---|---|---|
| Cash fees | $35,870 | $54,375 |
| Stock/option awards (grant-date value) | $137,002 | $81,250 |
| Total | $172,872 | $135,625 |
Performance Compensation
- Equity structure:
- Pre–July 2023: Annual stock option award sized at $75,000 divided by closing price, vesting one year from grant; options immediately vest upon certain corporate events (e.g., change of control) .
- From July 1, 2023: Annual stock award sized at $100,000 divided by closing price on grant date; no performance metrics disclosed; vesting terms not specified beyond annual grant .
- Performance metrics tied to director compensation: None disclosed; director equity appears time-based rather than performance-contingent .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; members were not officers/employees and had no Item 404 relationships requiring disclosure .
- Shared directorships with competitors/suppliers/customers: Not disclosed.
Expertise & Qualifications
- Background: Retired law enforcement officer; experience in investments and private businesses; nominated based on judgment, integrity, and relevant business experience .
- Financial expertise: Committee independence affirmed; Audit Committee includes an “audit committee financial expert” (Kent Puckett), but Betor is not designated as such in filings .
Equity Ownership
| Ownership (as of Record Date Aug 22, 2025) | Shares Beneficially Owned | Ownership % of Common |
|---|---|---|
| Mark Betor | 0 | <1% (*) |
- Directors/executives as a group owned 33 shares of common stock; overall director-level ownership is de minimis, reflecting extensive reverse splits and dilution .
- Pledging/hedging: Not disclosed.
- Options/RSUs outstanding, vested vs. unvested: Not disclosed at director level in the 2025 special proxy .
Governance Assessment
- Strengths:
- Independence: Betor and committee peers determined independent; chairs the Nominating & Governance Committee, supporting board refresh and governance policy oversight .
- Attendance: Historical disclosure shows all directors met the ≥75% threshold in 2022, indicating engagement .
- Concerns/RED FLAGS:
- Extremely low board ownership: Individual director beneficial ownership is near zero, and group ownership is negligible, signaling weak economic alignment with common shareholders .
- Capital structure instability: Multiple large reverse stock splits (including 1-for-250 on Aug 4, 2025) and ongoing risk of delisting due to MVLS deficiency undermine investor confidence and may distract board focus .
- No performance linkage in director equity: Awards sized by dollar value and time-based vesting without disclosed performance metrics, reducing pay-for-performance alignment .
- Conflicts/related-party exposure:
- For the special meeting agenda, directors disclosed no personal interest beyond their securities holdings in matters acted upon, mitigating immediate conflict concerns .
- Compensation Committee interlocks absent; no Item 404 related-party relationships among committee members disclosed .
Implications: While Betor’s independence and governance leadership are positives, the combination of negligible director ownership, repeated reverse splits, and absence of performance-conditioned director equity weakens alignment and investor confidence; ongoing listing compliance issues elevate governance risk, placing a premium on robust committee oversight and credible capital strategy .