Mary Conlin

About Mary Conlin

Mary Conlin, age 60, has served as an independent director of Daily Journal Corporation since May 2019. She is a Harvard Business School graduate and a retired marketing executive who previously served as Director and Head of Marketing & Corporate Communications at Pixar Animation Studios; earlier roles included Director of International Distribution and Director of Worldwide Promotions at Warner Bros. Pictures, with a career start at Young & Rubicam. She is currently a director of The Beachbody Company, Inc., and brings decades of advertising, marketing, and promotions experience relevant to both DJCO’s publishing and case management software businesses .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Conlin is independent under NASDAQ Listing Rule 5605(a)(2) .
• Committees: Member of both the Audit Committee and the Compensation Committee (each committee consists of Messrs. Frank, Rayani, and Ms. Conlin) .
• Audit financial expert: Mr. Frank is designated “audit committee financial expert”; Ms. Conlin is not designated as such .
• Attendance: FY2024 — Board (10 meetings), Audit (1), Compensation (4); each director serving at the time attended the applicable meetings (100% attendance). At the 2024 Annual Meeting, all directors except Mr. Frank attended (i.e., Ms. Conlin attended) .
• Nominating: No standing nominating committee; independent directors (including Ms. Conlin) select nominees without a formal charter .
• Leadership and risk oversight: CEO also serves as Chair; risk oversight shared by full Board with Audit and Compensation handling delegated responsibilities .
• Policies and controls:
  • Anti-hedging policy prohibits all officers, employees, and directors from any hedging transactions in DJCO securities .
  • Auditor pre-approval policy in place; chair of audit committee has delegated authority to modify pre-approved non-audit services with reporting to full committee .
  • Section 16(a) compliance: Company believes all filings were timely in FY2024 .

Fixed Compensation

• Program change: In FY2024, the annual non-employee director cash retainer increased from $5,000 to $25,000; previously unchanged for “more than 30 years” .
• FY2024 Pro-rated amounts (due to mid-year change; program effective June 1, 2024):

Notes:

• DJCO reimburses travel and other service-related expenses; no other perquisites are provided .
• Compensation Committee determines CEO/CFO compensation; no compensation consultants used; relies on committee’s judgment .

Performance Compensation

• Equity component: Annual RSU grant valued at ~$25,000 for non-employee directors (effective FY2024), with time-based vesting (50% on first anniversary of grant, 50% on second), and settlement in cash unless shareholders approve stock settlement of up to 2,000 director RSUs at the Feb 19, 2025 Annual Meeting .
• Change-in-control: Outstanding director RSUs generally accelerate vesting upon a change in control .

Program context (aggregate):

• Director RSUs outstanding (aggregate) as of Dec 31, 2024: 195 units (63 for FY2024; 132 for FY2025), valued at approximately $110,758 based on stock price on Dec 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Harvard Business School graduate .
• Decades of leadership in advertising, marketing, and promotions across top-tier media/entertainment organizations (Pixar, Warner Bros.; early career at Young & Rubicam) .
• Board states her perspective benefits both DJCO’s traditional publishing business and its case management software business .
• Serves on Audit and Compensation Committees; not designated the audit committee financial expert .

Equity Ownership

Governance Assessment

Strengths and positive signals:

• Independent director with 100% attendance at Board and committee meetings in FY2024; attended 2024 Annual Meeting .
• Dual committee membership (Audit and Compensation) provides oversight across financial reporting and pay; audit pre-approval policy and anti-hedging policy enhance governance controls .
• Relevant marketing/communications expertise from Pixar/Warner Bros, plus current outside directorship, supports board effectiveness in both legacy publishing and software .

Risks and potential red flags:

• Very low personal ownership (100 shares; ~0.0073% of common stock), which may temper alignment with shareholders despite the RSU program .
• RSUs are time-based and, absent shareholder approval, are cash-settled rather than stock-settled—dilution-minimizing but weaker as an alignment tool until stock settlement is approved; change-in-control acceleration applies to RSUs .
• No standing nominating committee and combined CEO/Chair structure are typical of small-caps but may be viewed as weaker formal governance frameworks at larger issuers .
• Related-person employment (siblings of the CFO employed by DJCO) presents a governance sensitivity area for the board’s oversight, albeit not a direct conflict involving Ms. Conlin .

RED FLAGS to monitor:

• Low director ownership relative to outstanding shares .
• Equity for directors currently designed to be cash-settled unless stock settlement receives shareholder approval; watch outcome of Item 3 at the Feb 19, 2025 meeting .
• Related-person employment disclosures (CFO’s siblings employed) warrant continued oversight by Audit/Compensation Committees .

Overall, Ms. Conlin is an engaged, independent director with strong marketing credentials and full meeting attendance. Alignment could improve if stock settlement for director RSUs is approved and personal ownership increases; oversight policies and committee structures partially mitigate small-cap governance frictions such as a non-formal nominating process and combined CEO/Chair .