Mark Hastings
About Mark Hastings
Mark Hastings (age 57) is an independent director of EverCommerce, serving on the Board since October 2016; he is Chief Executive Officer of Providence Strategic Growth (PSG) and a current PSG Designee under the Sponsor Stockholders Agreement . He holds an MBA from the Wharton School and a BA in Economics from Colorado College; his core credentials center on private equity leadership and technology sector board experience . EverCommerce is a controlled company under Nasdaq rules due to PSG and Silver Lake affiliates holding over 50% voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Strategic Growth (PSG) | Chief Executive Officer | 2014–present | Leads private equity investing in technology; service on multiple private-company boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director | Not disclosed | PSG portfolio boards; specific entities not named |
Board Governance
- Committee assignments: Chair of the Compensation Committee; member roster is Mark Hastings (Chair) and Joseph Osnoss .
- Independence: The Board determined Hastings is independent under Nasdaq rules despite affiliation with a significant stockholder .
- Attendance: The Board held 5 meetings in FY2024; each director attended at least 85% of Board and committee meetings during their service .
- Tenure/classification: Class II director; term expires at the 2026 Annual Meeting .
- Controlled company: EverCommerce relies on the controlled company exemption; the Nominating & Corporate Governance Committee is not fully independent, while the Compensation Committee is fully independent under Nasdaq rules .
- Sponsor designation rights: PSG and Silver Lake maintain director designation rights; current PSG Designees include Hastings and Tanner Austin .
- Consent rights: So long as PSG and Silver Lake collectively beneficially own at least 30% of post-IPO shares and each can designate two directors, certain major actions (e.g., change in control, >$500M M&A, CEO termination/hiring, board size changes, insolvency, certain equity transfers) require prior written consent of each sponsor .
Committee Role Summary
| Committee | Role | Notes |
|---|---|---|
| Compensation | Chair | Oversees CEO and executive pay, director pay, incentive/equity plans, succession planning, clawback compliance, consultant oversight |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $0 | $0 | $0 |
- Non-employee director policy (amended Feb 22, 2024) sets standard annual cash retainer of $55,000; committee chair/member fees and Lead Independent Director premium apply; Hastings did not receive fees under this policy in 2024 .
Performance Compensation
| Element | Grant Date | Amount/Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (director policy) | Annual (policy basis) | $200,000 grant date value (policy) | Generally vests by next AGM or first anniversary; accelerates on change of control | None disclosed for directors |
| Mark Hastings 2024 RSUs | — | $0 | — | None |
- No performance-based director compensation metrics (e.g., revenue/EBITDA/TSR) are tied to director pay; standard director RSUs are time-based and subject to change-of-control acceleration .
Other Directorships & Interlocks
| Category | Entity | Role/Detail |
|---|---|---|
| Public company boards | — | None disclosed |
| Private company boards | Various | Hastings “currently serves as a member of the boards of a number of private companies” |
| Compensation Committee Interlocks | — | FY2024 Compensation Committee members were Hastings and Osnoss; company disclosed no SEC-required interlock relationships, while noting PSG and Silver Lake relationships elsewhere |
Expertise & Qualifications
- Education: MBA (Wharton); BA in Economics (Colorado College) .
- Technical/industry: Extensive private equity investing experience in technology; broad boardroom exposure with similar industry companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mark Hastings (individual line) | — | <1% |
| Entities affiliated with PSG | 85,464,516 | 46.7% |
- PSG Managing Member is controlled by Mark Hastings and Peter Wilde; each may have shared voting/dispositive power over PSG Funds’ shares, and each disclaims beneficial ownership except to the extent of pecuniary interest .
- Anti-hedging: Company policy prohibits hedging transactions for directors, officers, and employees .
Governance Assessment
- Independence vs. sponsor affiliation: Hastings is deemed independent under Nasdaq rules, but is a PSG Designee and CEO of PSG; this creates potential influence from a controlling shareholder despite formal independence status .
- Controlled-company dynamics: Reliance on Nasdaq controlled company exemptions reduces certain governance protections (e.g., N&CG not fully independent), though the Compensation Committee is fully independent per Nasdaq definitions .
- Sponsor consent rights: PSG/Silver Lake consent requirements over major strategic actions concentrate power and can constrain Board autonomy, elevating conflict risk in transactions affecting control, M&A, or CEO changes .
- Pay alignment: Hastings received no director cash or equity compensation in 2024, implying alignment via sponsor ownership rather than personal director pay; this may lower direct personal “skin-in-the-game” while heightening sponsor-aligned incentives .
- Engagement: Attendance thresholds met (≥85%); Compensation Committee met 4 times in FY2024, supporting active oversight of pay and succession .
- RED FLAGS: Controlled company status and extensive sponsor consent rights ; chairing the Compensation Committee while affiliated with the controlling stockholder ; absence of personal director equity grants reducing direct ownership alignment .
Additional Notes
- Board leadership: Combined Chair/CEO (Remer) with a Lead Independent Director (Simonson), with executive sessions of independent directors .
- Related-party transaction oversight: Audit Committee reviews related person transactions under a formal policy .
- Section 16 compliance: Company disclosed certain late Form 4s for executives; no late filings disclosed for Hastings .