Mark Gross
About Mark Gross
Mark Gross (age 61) is an independent director of Diebold Nixdorf (DBD) since 2023. He chairs the Nomination & Governance Committee and serves on the Audit Committee, where the Board has designated him an “audit committee financial expert.” He is a former executive chairman of Southeastern Grocers and former CEO of Supervalu; he began his career as an attorney at Skadden and holds a JD (cum laude) from the University of Pennsylvania and a BA from Dartmouth College (highest honors) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Grocers | Executive Chairman | “Until last year” (per company disclosure) | Led governance and transformation at large regional grocer |
| Supervalu (NYSE: SVU) | President & Chief Executive Officer | 2016–2018 | Led wholesaler/retailer transformation |
| C&S Wholesale Grocers | Co‑President; earlier CFO & General Counsel | 1997–2006 | Senior operating/finance leadership in grocery supply chain |
| Surry Investment Advisors | Founder & President; Manager (rejoined 2018) | 2006–2016; rejoined 2018 | Strategic/financial advisory in food retail |
| Kernel Group Holdings (SPAC) | Chief Executive Officer | Nov 2020–Dec 2022 | Public company leadership (SPAC) |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney | Prior to operating roles | Legal/restructuring background |
External Roles
| Organization | Type | Role | Committee/Notes |
|---|---|---|---|
| Northeast Grocery Inc. | Private | Co‑Chairman of the Board | Governance leader at large regional grocer |
| Acosta, Inc. | Private | Director; Audit Committee Chair | Financial oversight for CPG services firm |
| Rackspace Technology, Inc. (Nasdaq: RXT) | Public | Director; Audit Committee member | Technology/services board experience |
Board Governance
- Independence: The Board determined Mark Gross is independent under NYSE and company standards .
- Committee assignments: Chair, Nomination & Governance; Member, Audit (financial expert) .
- Attendance: In 2024, the Board held 5 regular and 1 special meeting; all directors attended at least 75% of Board and committee meetings during their service .
- Executive sessions & leadership: Independent directors meet in executive session, generally after each regular Board meeting, presided over by the non‑executive Chair (Patrick Byrne) since Sep 2023 .
- Committee activity (2024): Audit met 5x; Nomination & Governance met 4x; People & Compensation met 6x .
- Risk & ESG oversight: Nomination & Governance oversees enterprise risk management (including cybersecurity), securities policies, and ESG program .
- Related‑party transactions: None requiring disclosure in 2024 .
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Actual for Mark Gross |
|---|---|---|
| Annual cash retainer (director) | $100,000 | Included in total |
| Committee chair retainer | $25,000 per chair role | Nomination & Governance Chair: $25,000 |
| Committee member fee | No additional cash retainer (only chairs receive extra) | — |
| Non‑executive Board Chair add’l retainer | $100,000 (if applicable) | Not applicable |
| Meeting fees | None disclosed beyond retainers | — |
| 2024 total cash paid | — | $125,000 |
Notes: Cash retainers paid quarterly; fees prorated for partial year service/roles .
Performance Compensation (Director Equity)
| Grant | Grant Date | Vehicle | Quantity/Terms | Grant‑Date Fair Value |
|---|---|---|---|---|
| Director “Emergence” equity (one‑time) | Dec 2023 | RSUs | 40,000; vest in 4 equal annual installments; dividend equivalents accrue in cash | ~$1,160,000 aggregate value at grant |
| Director “Emergence” equity (one‑time) | Dec 2023 | Stock Options | 80,000; vest in 4 equal annual installments | $1,162,400 aggregate value at grant |
| Annual RSU (standard program) | 2024 | RSUs | $200,000 intended annual value, but directors who received 2023 emergence grants are ineligible until those RSUs fully vest | — |
No additional director equity was granted to Mark Gross in 2024 due to the 2023 emergence grant restriction .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Northeast Grocery; Acosta; Rackspace | External board roles | Company policy prohibits related‑party transactions that impair independence; none requiring disclosure in 2024 . No Item 404 related‑party transactions disclosed . |
Expertise & Qualifications
- Designated “audit committee financial expert”; deep finance and transformation background (CEO, CFO, audit committee chair experience) .
- Sector expertise in retail/grocery supply chain; legal training and restructuring experience (Skadden) .
- Governance leadership as Nomination & Governance Chair, overseeing board composition, evaluations, risk, cybersecurity and ESG oversight .
Equity Ownership
| Category | Amount |
|---|---|
| Beneficial ownership (common shares) | 0 shares; less than 1% of class |
| Stock options exercisable within 60 days | 20,000 |
| Unvested RSUs (director) | 30,000 |
| Deferred shares (Director Deferred Compensation Plan No. 2) | 10,000 |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; unvested and deferred shares count |
| Hedging/pledging | Prohibited under Insider Trading Policy; board policy restricts related‑party transactions |
Governance Assessment
- Strengths: Independent status; audit committee financial expert; chairs governance committee; strong attendance; robust anti‑hedging/pledging policy; no related‑party transactions disclosed in 2024; structured director ownership guidelines .
- Alignment: 2023 emergence grants (RSUs and options) create multi‑year equity exposure; standard cash compensation is modest with added chair stipend, aligning incentives with long‑term value creation .
- Shareholder sentiment signal: Say‑on‑pay support at ~99.44% in 2024 indicates broad investor support for compensation governance more broadly at DBD (Board‑level indicator) .
- Watch items: Multiple external roles across private/public companies (grocery and technology); company policy and 2024 disclosure indicate no conflicting related‑party transactions—but continued monitoring appropriate given DBD’s retail customer exposure .