Mark Finn
About Mark Finn
Mark Finn, age 81, is Cibus, Inc.’s Lead Independent Director (since October 12, 2023) and a long-time governance leader tied to the company’s predecessor, having chaired Cibus Global’s Finance and Audit Committee since 2009; he joined the Cibus Board upon the May 31, 2023 merger. Finn holds an MBA (1987) from William & Mary and has taught at the University of Virginia Graduate Business School and W&M’s Mason School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vantage Consulting Group | Chair & CEO | Since Aug 1985 | Firm leadership (investment and advisory) |
| RF&P Corporation (private railroad/real estate) | Chair of Board | Not disclosed | Corporate governance |
| Virginia National Bank; Virginia Retirement System | Various roles incl. Board of Trustees; Investment Advisory Committee | Not disclosed | Retirement system oversight |
| State of Alaska Retirement System | Chair, Operations Advisory Committee | Not disclosed | Operations oversight |
| Legg Mason Partners Funds | Audit Committee member (past) | Not disclosed | Fund audit oversight |
External Roles
| Organization | Role | Nature | Committees/Impact |
|---|---|---|---|
| Auven Therapeutics | Advisory Board & Finance Committee | Private equity (life sciences) | Finance oversight |
| New Ventures I, LLC (Managing Member) | Board of Managers | Venture capital | Governance of managing member |
| New Ventures Select, LLC | Board of Managers | Royalty fund | Governance of managing member |
| New Ventures III, LLC; New Ventures III VO, LLC | Board of Managers | VC funds | Governance of managing member |
| Vantage Multi-Strategy Fund, LP | Managing Member Board | Investment fund | Governance oversight |
| New Ventures as Solutions, LLC; II, LLC | Managing Member Boards | Investment vehicles | Governance oversight |
| Enterin Inc. | Director | Private biotech (Parkinson’s) | Board oversight |
Board Governance
- Structure: Seven-member Board; five independent directors; Chairman is Rory Riggs (former CEO), Peter Beetham is Interim CEO/President/COO, and Mark Finn serves as Lead Independent Director .
- Independence: The Board determined Finn is independent under Nasdaq and Rule 10A‑3; no family relationships among directors/officers .
- Lead Independent Director charter: Responsibilities include convening independent director sessions, setting agendas, liaison with Chair, presiding when Chair absent, coordinating board information flow, engaging advisors, participating in board recruiting, and stockholder outreach as requested .
- Risk oversight: Audit Committee oversees financial and cybersecurity risks; Compensation Committee monitors incentive risk; Nominating & Governance Committee oversees ESG risks; Board oversees strategic risk .
- Attendance: Board held 24 meetings in 2024; each director attended >75% of Board and committee meetings; independent directors meet in executive session at least quarterly .
Committee Assignments (2024)
| Committee | Membership | Role | Meetings (2024) |
|---|---|---|---|
| Audit | Finn; Lehmann; Moretti; Walker | Chair (Finn) | 9 |
| Nominating & Corporate Governance | Finn; Lehmann; Prante; Walker | Chair (Finn) | 6 |
| Compensation | Prante; Finn; Lehmann | Member (Finn) | 6 |
| Strategy | Lehmann; Prante | Not a member | 3 |
Shareholder Voting Signals (Director elections and Say‑on‑Pay)
| Item | 2024 | 2025 |
|---|---|---|
| Mark Finn election – For / Against / Abstain | 7,869,362 / 3,366,507 / 39,387 | 12,679,147 / 951,739 / 13,076 |
| Say‑on‑Pay – For / Against / Abstain | 11,222,307 / 30,050 / 22,899 | 13,207,604 / 192,690 / 243,668 |
Fixed Compensation (Director)
| Component (FY 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $60,000 |
| Lead Independent Director cash retainer | $25,000 |
| Audit Committee Chair cash retainer | $15,000 |
| Nominating & Governance Chair cash retainer | $10,000 |
| Total cash earned (Finn) | $110,000 |
| Option awards (grant‑date fair value) | $142,435 |
| Total compensation (Finn) | $252,435 |
Policy notes:
- Annual director equity: $90,000 grant value (U.S. directors receive options with 10‑year term); non‑U.S. directors choose options or RSUs of $90,000; vest on earlier of first anniversary or next annual meeting .
- As of 12/31/2024, Finn held 12,277 stock options .
Performance Compensation (Director)
| Feature | Detail |
|---|---|
| Performance metrics | None disclosed for non‑employee director pay; equity awards time‑based, not performance‑based |
| Annual equity | Options with 10‑year term; vest time‑based as above |
| Meeting fees | Not disclosed; compensation via retainers described above |
Other Directorships & Interlocks
- No current public company directorships disclosed for Finn; external roles primarily private funds and companies (Auven; New Ventures entities; Enterin) .
- Finn serves as managing member/board for funds (e.g., BV Partners/New Ventures), and those vehicles (e.g., New Ventures I Blocker) hold significant CBUS shares, creating potential governance interlocks to monitor .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; qualifies as “audit committee financial expert” under SEC rules .
- Capital markets and pension oversight experience (Virginia and Alaska retirement systems); investment and corporate governance credentials (Vantage; RF&P) .
- Academic contributions in business education; MBA (1987) .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Combined Shares | % Combined |
|---|---|---|---|---|---|---|
| Mark Finn (beneficial) | 1,234,843 | 3.76% | 25,396 | 1.5% | 1,260,239 | 3.83% |
Notes:
- Composition: includes 13,405 Class A and 12,048 Class B held by Delta III Partners, LLC (Finn is one of two managing members); 1,143,949 Class A held by New Ventures I Blocker (sole owner New Ventures I; Finn is one of two managing members of BV Partners, LLC); 12,277 Class A options exercisable within 60 days; Finn disclaims beneficial ownership except to pecuniary interest while holding direct voting/dispositive power .
- Hedging/pledging: Company prohibits hedging and generally restricts pledging; to Company’s knowledge, no securities of employees/officers/directors were pledged in 2024; hedging prohibited for directors .
Insider Trades and Filings
| Item | Detail |
|---|---|
| Section 16(a) timeliness | Finn filed late to report merger-related holdings; Form 4/A filed June 12, 2023 to report six transactions |
Governance Assessment
- Strengths: Independent Lead Director with robust charter; chairs both Audit and Nominating committees; recognized audit financial expert; active executive sessions; strong say‑on‑pay support (2024/2025) indicating investor confidence .
- Alignment: Meaningful beneficial ownership (~3.8% combined) via funds and direct interests; equity‑based director pay increases alignment through longer‑term options .
- Oversight Quality: Audit Committee met nine times in 2024 and oversees financial/cyber risks; Compensation Committee engaged independent consultant (Aon) in 2024; no consultant conflicts identified .
- Potential Conflicts: Significant CBUS holdings via vehicles where Finn is a managing member (e.g., New Ventures I Blocker) warrant continued monitoring for related‑party considerations; Company’s Related Person Transaction Policy routes such matters to Audit Committee or disinterested independent directors .
- Red Flags: Board diversity shortfall disclosed (difficulty meeting Nasdaq Board Diversity Rule requirements); prior late Section 16 filings (2023) .
- Shareholder Signals: 2025 stockholder approval of warrant repricing and change‑of‑control issuance tied to Chairman warrants reflects investor tolerance for capital structure actions; Finn’s re‑election in 2025 saw improved support vs. 2024 .