Mark Lindsey
About Mark Lindsey
Mark Lindsey, 59, is Chief Financial Officer (principal financial officer) of Cineverse (CNVS), overseeing accounting, reporting, financing, treasury, tax, internal controls, and policy development; he signed the Section 302 certification in the latest Form 10-Q (Q2 FY26) as CFO . He joined Cineverse under an agreement effective September 14, 2023 and entered into a new agreement effective September 14, 2025 through September 13, 2027 . Prior roles include Chief Accounting Officer and acting CFO at Firefly Systems (DOOH/mobility advertising), CFO/CCO at Canapi Ventures, and earlier executive roles at American Capital, XM Satellite Radio, the PCAOB, and PwC . Company-reported TSR at FY-end improved from 4.16 in FY2024 to 19.51 in FY2025, while results during Lindsey’s tenure have been volatile with positive EBITDA in late FY2025 and losses in FY2026 to date (see Performance & Track Record) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Firefly Systems, Inc. | Chief Accounting Officer; acting CFO | n/d | Digital out-of-home and mobility advertising company leadership in finance |
| Canapi Ventures | CFO and CCO | n/d | Fintech-focused venture capital firm; finance, compliance leadership |
| American Capital, LTD. | Executive capacities | n/d | Finance/operations roles (details not disclosed) |
| XM Satellite Radio | Executive capacities | n/d | Finance/operations roles (details not disclosed) |
| PCAOB | Executive capacities | n/d | Oversight/regulatory experience (details not disclosed) |
| PricewaterhouseCoopers | Early career | n/d | Audit/advisory foundation (details not disclosed) |
External Roles
No current public company board roles for Mr. Lindsey were disclosed in the 2025 DEF 14A; his biography lists prior employers but no external directorships .
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $350,000 per year (effective 9/14/2025; subject to annual review) |
| Target Bonus (MAIP) | 50% of base salary ($175,000 target), metrics set annually by Compensation Committee; payout timing aligned with company program |
| Benefits | Eligible for standard executive benefit plans (medical, dental, vision, disability, life, PTO) |
Performance Compensation
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Annual Incentive (MAIP) | Metric Framework | Weighting | Target | Actual | Payout Form | Notes | |---|---|---|---|---|---| | Company financial plan and key performance metrics set annually by Compensation Committee | Not disclosed | 50% of salary ($175,000) | Not disclosed | Cash and/or stock at Committee discretion | MAIP structure and target setting per Compensation Committee |
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Equity Awards | Award Type | Grant Size | Grant/Approval Timing | Vesting | Settlement | Notes | |---|---|---|---|---|---| | RSUs (2017 Plan) | 71,699 RSUs | Employment agreement dated Sept 23, 2025 (effective Sept 14, 2025) | Three-year vesting schedule (equal annual installments; specifics in award notice) | Company discretion to settle in cash or stock | Subject to 2017 Plan; award notice governs specifics |
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Performance Award Design Features (Plan-level) | Feature | Detail | |---|---| | Eligible metrics | Broad set including revenue growth, EBITDA, EPS, margins, cash flow, TSR, strategic milestones, etc. (used for performance awards under 2017 Plan) | | Change-in-control (CIC) | If no Replacement Award, non-performance awards become payable/exercisable; earned but unvested performance awards vest; unearned performance awards pro-rated at higher of actual or target | | Governance | Minimum one-year vesting (limited exceptions), no repricing, no discounted options/SARs, clawback policy, no gross-ups under plan |
Equity Ownership & Alignment
| Item | Status / Amount |
|---|---|
| Beneficial ownership (shares) | Not individually disclosed for Mr. Lindsey in beneficial ownership table as of Sept 24, 2025 |
| RSUs unvested | 71,699 RSUs subject to 3-year vesting |
| Options/SARs | None disclosed for Mr. Lindsey in FY25 outstanding award table (table only covered CEO, CLO, President) |
| Ownership % of shares outstanding | Not disclosed for Mr. Lindsey |
| Ownership guidelines | Stock ownership guidelines apply to non-employee directors (3x cash retainer); no executive officer ownership guideline disclosed |
| Hedging/pledging | Insider Trading Policy restricts trading while in possession of MNPI, restricts speculative transactions including short sales, discourages hedging; pre-clearance required. No specific pledging disclosure found |
Employment Terms
| Term | Detail |
|---|---|
| Role | Chief Financial Officer (reports to CEO/Office of CEO) |
| Effective Date / Term | Effective Sept 14, 2025; through Sept 13, 2027; auto-renews for 1-year terms unless notice ≥90 days prior to expiry |
| Severance (no-cause / Good Reason) | 12 months base salary paid in installments or lump sum at Company discretion; subject to release and covenant compliance |
| Change-in-Control (within 2 years post-CIC) | Lump sum equal to 2x (base salary + target bonus) in lieu of standard severance; subject to 280G cutback (no excise tax gross-up) |
| Non-compete | 1 year post-termination except when termination occurs under 6(b) (no-cause/Good Reason) or 6(c) (CIC termination); reasonable scope; injunctive relief available |
| Non-solicit / No-hire | For the greater of 1 year after termination or the period of severance/CIC payments |
| Equity treatment | CIC treatment per 2017 Plan: replacement awards or acceleration; earned performance awards vest; unearned performance awards pro-rated |
| Clawback | Company maintains Dodd-Frank/Nasdaq-compliant clawback for incentive compensation |
| 409A compliance | Agreement administered to comply with Section 409A; six-month delay may apply for specified employees |
| Indemnification | Company indemnification if acting in good faith and in Company’s interest |
Performance & Track Record
- Company Operating Performance during Lindsey’s tenure (quarterly) | Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | |---|---:|---:|---:|---:|---:|---:|---:|---:| | Revenue ($USD Millions) | 13.28 | 9.86* | 9.13 | 12.74 | 40.74 | 15.58 | 11.12 | 12.36 | | EBITDA ($USD Millions) | 1.44 | 1.01* | -1.92* | 0.11* | 10.38* | 3.14* | -2.64* | -4.35* | | Net Income ($USD Millions) | -2.78* | -14.72* | -3.07* | -1.29* | 7.11 | 0.85 | -3.56* | -5.59* | | Diluted EPS – Continuing Ops ($) | -0.223* | -1.103* | -0.201* | -0.090* | 0.34 | 0.0401 | -0.215* | -0.31* |
Values marked with * are from S&P Global consensus data feeds. Values retrieved from S&P Global.
- Company TSR (proxy “Value of $100” framework; fiscal year-ends) | Fiscal Year Ended | Total Shareholder Return (Value of $100) | |---|---:| | FY2024 (Mar 31, 2024) | 4.16 | | FY2025 (Mar 31, 2025) | 19.51 |
Notes: Proxy TSR is measured from March 31, 2023 to each fiscal year-end per Regulation S-K methodology .
Compensation Committee, Say-on-Pay & Governance Signals
- Compensation Committee (independent; chaired by Mary Ann Halford) oversees executive pay; engages Aon as independent compensation consultant .
- Equity plan governance: one-year minimum vesting (limited carve-outs), no repricing, no discounted options/SARs, clawback, no gross-ups under plan, and no evergreen feature .
- Say-on-Pay: 62% support in 2023; after shareholder engagement, support improved to 90% in 2024; Board committed to clearer target/payout disclosure going forward .
- Related party transactions: none significant since the beginning of the last fiscal year .
- Section 16 compliance: company reports no delinquencies for the last fiscal year .
Investment Implications
- Pay-for-performance alignment: Lindsey’s cash comp is modest (base $350k; 50% target bonus) and equity-heavy via a three-year RSU grant (71,699), aligning him with shareholders; incentives are governed by a robust plan (clawback, no repricing, no gross-ups) .
- Retention and CoC economics: Standard severance (1x salary) and CoC (2x salary+bonus with 280G cutback) are moderate and consistent with small-cap norms; non-compete is waived in severance/CIC scenarios, reducing post-termination friction but potentially easing competitor moves post-separation .
- Selling pressure: RSUs vest over three years and can be settled in cash or stock, potentially smoothing selling pressure; pre-clearance and hedging restrictions limit speculative activity; no pledging disclosure—continue to monitor Form 4s for transactions and vesting-driven sales .
- Execution risk: Financials indicate volatility—EBITDA turned positive in late FY25 but reverted negative in FY26 to date; MAIP targets are set annually vs. the plan, so careful monitoring of bonus outcomes versus disclosed performance will be key for assessing pay-performance rigor (see performance table above).
- Governance backdrop: Improved Say-on-Pay support (90%) and use of independent consultant suggest higher responsiveness to investors; plan-level CIC treatment can accelerate equity if no replacement awards are provided, which may affect incentives in strategic alternatives scenarios .