Mark McGowan
Enova InternationalAbout Mark P. McGowan
Mark P. McGowan (age 46) has served as an independent director of Enova since March 30, 2016. He is Managing Member of SAF Capital Management LLC (founded November 2006), and previously co-founded MPG Capital Management, LLC. Earlier, he worked in Procter & Gamble’s Consumer and Market Knowledge function, leading Market Mix Modeling and macroeconomic forecasting in the Homecare division. He holds a B.S. in Microbiology (Genomics and Molecular Genetics) from Michigan State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CombiMatrix Corporation | Chairman of the Board | 2010 – March 2013 | Public company governance, strategic oversight |
| Premier Exhibitions, Inc. | Director | Sep 2011 – Oct 2012 | Board oversight at a public company |
| Procter & Gamble (Homecare) | Consumer & Market Knowledge; led Market Mix Modeling & macroeconomic forecasting | Prior to Nov 2006 | Built analytical and forecasting capabilities; informed brand strategies |
| MPG Capital Management, LLC | Co-founder & Managing Member | Pre-2006 | Developed/licensed quant trading models for institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SAF Capital Management LLC | Managing Member | Since Nov 2006 | Investment and consulting firm he founded |
Board Governance
- Independence: Board determined Mr. McGowan is independent under NYSE standards; 9 of 10 directors are independent .
- Committee assignments: Audit Committee member; Audit met 5 times in 2024 .
- Expertise: Designated an Audit Committee financial expert under Item 407(d)(5) and meets NYSE financial sophistication requirements .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at least with each regularly scheduled Board meeting; Lead Independent Director (James A. Gray) presides .
- Self-assessment: Board and committees conduct annual performance self-evaluations to drive governance improvements .
Fixed Compensation
Program structure (non-employee directors; cash paid quarterly):
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 100,000 | Non-employee directors |
| Lead Independent Director retainer | 30,000 | Additional cash retainer |
| Audit Committee Chair retainer | 30,000 | Additional cash retainer |
| Compensation Committee Chair retainer | 25,000 | Additional cash retainer |
| Nominating & Corporate Governance Chair retainer | 25,000 | Additional cash retainer |
Director-specific 2024 compensation:
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 87,500 | 2024 cash compensation |
| All Other Compensation | — | None reported |
| Total | 259,900 | Cash + equity (see performance section) |
Performance Compensation
Annual equity grants (RSUs) to directors:
| Grant Date | RSUs Granted | Grant Value Basis ($/share) | ASC 718 Accounting Price ($/share) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| May 8, 2024 | 2,754 | 61.71 | 62.60 | Fully vests 12 months from grant date | Unvested director RSUs automatically vest if a change-in-control occurs prior to termination of Board service |
Program design:
- Non-employee directors receive an annual RSU grant valued at $170,000; RSU count determined by average closing price over the prior 45 trading days; time-based vesting only (no performance metrics) .
- As of Dec 31, 2024, outstanding director stock awards: 2,754 RSUs for each non-employee director (excluding Ms. Corby’s prorated grant) .
Other Directorships & Interlocks
| Company | Role | Status | Dates | Notes |
|---|---|---|---|---|
| CombiMatrix Corporation | Chairman of the Board | Prior | 2010 – Mar 2013 | Acquired by Invitae; public company experience |
| Premier Exhibitions, Inc. | Director | Prior | Sep 2011 – Oct 2012 | Public company experience |
- Compensation Committee interlocks: None disclosed for Enova’s Compensation Committee in 2024; no relationships requiring disclosure under Item 404 .
Expertise & Qualifications
- Financial and investment industry experience; knowledge of securitization transactions; corporate governance and financial reporting controls; strategic insight; provides a stockholder perspective on the Board .
- Audit Committee financial expert designation .
- Technical/analytical background from P&G’s market modeling/forecasting .
- Education: B.S. in Microbiology (Genomics and Molecular Genetics), Michigan State University .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 65,491 | As of Mar 21, 2025 |
| Ownership % of outstanding | <1% | Outstanding shares: 25,612,639 |
| RSUs included in beneficial ownership | 2,754 | Unvested RSUs scheduled to vest within 60 days of Mar 21, 2025 |
| Shares held via SAF Capital Fund LLC | 21,593 | Mr. McGowan may direct vote/disposition and is deemed beneficial owner |
| Shares pledged as collateral | None | No pledging or margin accounts reported for directors |
| Stock ownership guidelines | 5x annual director retainer; retain 50% of net shares until met | Directors comply or are within timeframe to achieve thresholds |
Governance Assessment
- Independence & role: Independent director; serves on Audit Committee and is an SEC-defined audit committee financial expert—supports oversight of financial reporting, internal controls, compliance, and cybersecurity risk .
- Engagement: Board met five times in 2024; directors attended at least 75% of meetings; independent director executive sessions occur with each regularly scheduled Board meeting under a Lead Independent Director—positive oversight signal .
- Pay structure & alignment: Director pay mixes cash retainer with time-vested RSUs; no options; standard market structure. RSUs vest over 12 months, with automatic vesting upon change-in-control for directors—note CIC vesting as a potential entrenchment consideration, though common in market practice .
- Ownership & alignment: Holds 65,491 shares (<1%) including 2,754 RSUs; 21,593 shares via SAF Capital Fund LLC for which he has voting/disposition authority; no pledging disclosed; directors subject to 5x retainer ownership guidelines and are compliant or within timeframe—generally supportive of alignment .
- Conflicts/related party: Related person transaction policy requires committee/Board review; since Jan 1, 2024, no transactions >$120,000 involving directors/officers/5% holders were reported—reduces conflict risk; Board affirmed independence, considering beneficial ownership .
- Committee effectiveness: Audit Committee met five times; independent membership; ability to hire advisors; annual self-evaluations conducted—signals active oversight .