Mark Sullivan
About Mark Sullivan
Mark Sullivan (age 70) has served as an independent director of Evolv Technologies Holdings, Inc. since July 2021. He is a former Director of the U.S. Secret Service with 35 years as a federal agent (30 years as a Secret Service special agent), and today runs Mark Sullivan Consulting in St. Petersburg Beach, FL. He holds a B.S. in Criminal Justice from St. Anselm College (1977), bringing deep public and private-sector security leadership to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Secret Service | Director | May 2006 – Feb 2013 | Led agency; extensive federal law enforcement and protective operations leadership |
| U.S. Secret Service | Special Agent (various leadership roles) | ~30 years | Operational and leadership experience in national security and protective services |
| Global Security and Innovative Strategies | Principal | Feb 2013 – Dec 2017 | Security advisory work in private sector |
| Mark Sullivan Consulting | Owner | Jan 2018 – present | Security advisory/consulting practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Command Security Corporation (now Prosegur Compañía de Seguridad, BME:PSG) | Director | Jul 2013 – Jan 2019 | Security services company; prior public company directorship |
Board Governance
- Independence: The Board determined Sullivan is independent under Nasdaq rules; all committee members meet heightened independence standards (Audit, Compensation, Nominating).
- Committee assignments: Member, Compensation Committee (Chair: Kevin Charlton). Not a member of Audit, Nominating & Corporate Governance, or Investment Committees.
- Meeting attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings during their service; the Board met 24 times. Compensation Committee met 4 times in 2024.
- Board leadership and oversight: Independent Chair (Neil Glat); separate Chair/CEO; regular executive sessions of independent directors; robust risk oversight at board and committees.
- Governance enhancements: In 2024–2025, Audit and Compliance charters enhanced; director stock ownership guidelines adopted (Apr 2025).
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Non-employee director cash retainer per Director Compensation Policy |
| Compensation Committee member fee | $5,000 | Committee member fee per policy |
| Total cash fees earned | $45,000 | 2024 director compensation table (fees earned) |
Performance Compensation
| Equity Element | Grant Detail | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | Standard non-employee director RSU | $155,000 | Vests in full on the earlier of one year from grant or day before next annual meeting; accelerates on change in control | Policy applies to directors serving on annual meeting date |
| 2024 stock awards | Annual RSUs | $154,998 | As above | Total stock awards value per director compensation table |
| Additional RSUs (service recognition) | RSUs granted | 26,388 shares | Not separately valued in table | Granted as consideration for service over last 10 years |
- No performance-based metrics apply to director equity grants; director RSUs are time-based with change-in-control acceleration under the 2021 Incentive Award Plan.
Other Directorships & Interlocks
- Prior board: Command Security Corporation (Prosegur) July 2013–January 2019; no current public company directorships disclosed for Sullivan.
- Related-party transactions: No related-person transactions involving Sullivan disclosed; compensation for service as a director is pre-approved under policy.
Expertise & Qualifications
- Security leadership: Former Director of the U.S. Secret Service; extensive operational and leadership experience in federal law enforcement/security.
- Private sector security advisory: Principal at GSIS and owner of a security consulting firm since 2018.
- Education: B.S. Criminal Justice, St. Anselm College (1977).
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficial ownership (total) | 462,533 | Less than 1% of outstanding shares (163,470,325 as of Apr 21, 2025) |
| Direct/common shares | 127,420 | Common shares held directly |
| Options exercisable within 60 days | 280,918 | Options counted as beneficial under SEC rules |
| RSUs vesting within 60 days | 54,195 | RSUs scheduled to vest within 60 days |
- Anti-hedging and pledging: Company policy prohibits hedging and pledging of Company securities for directors and employees. No pledging disclosed for Sullivan.
- Director stock ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer within 5 years; as of Apr 21, 2025 all directors were compliant or within time to comply.
Governance Assessment
- Alignment: Material equity exposure (shares, options, RSUs) under anti-hedging/pledging rules and mandated ownership guidelines supports alignment with shareholders.
- Independence & committees: Independent director serving on the Compensation Committee with 2024 meeting cadence appropriate for oversight; no disclosed related-party transactions or conflicts tied to Sullivan.
- Board effectiveness context: Board undertook governance and control enhancements following 2024 restatement; robust clawback policy broadened in Jan 2025, stockholder engagement expanded, and independent leadership maintained—supportive of investor confidence.
- RED FLAGS: None specific to Sullivan disclosed (no hedging/pledging, no related-party transactions). Company-level issues (restatement, FTC inquiry) were addressed with governance and leadership changes; continued monitoring of Compensation Committee practices is appropriate.