Carine Clark
About Carine Clark
Carine Clark, age 61, has served as an independent director of Focus Universal since June 8, 2018. She is a four-time president/CEO of high‑growth tech companies and currently serves on Domo, Inc.’s board, bringing deep experience in enterprise software, marketing, and compensation oversight. Clark holds a bachelor’s degree in organizational communications and an MBA from Brigham Young University, and has received awards such as EY Entrepreneur of The Year (Utah) and Utah Business CEO of the Year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MaritzCX | President & CEO | Jan 2015 – Dec 2016 | Led enterprise customer experience software operations |
| Allegiance, Inc. | President & CEO | Dec 2012 – Dec 2016 | Grew CX platform; strategic leadership prior to MaritzCX |
| Novell | Marketing Executive | 14 years | Built data‑driven marketing capabilities |
| Altiris | Marketing Executive | 5 years | Enterprise software marketing |
| Symantec | Marketing Executive | >10 years | Scaled global marketing in cybersecurity |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| Domo, Inc. (NASDAQ: DOMO) | Director | Mar 2019 | Compensation Committee member |
| Utah Governor’s Office of Economic Development | Executive Board Member | 2017 | Economic development oversight |
| Silicon Slopes | Executive Board Member | 2017 | Supports Utah tech ecosystem |
Board Governance
- Independence: Clark is one of three independent directors on a five‑member board; Edward Lee (Chair) and Desheng Wang (CEO) are non‑independent .
- Committees: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee composition:
- Audit: Michael Pope (Chair), Carine Clark, Sean Warren; met 4× in 2024 .
- Compensation: Carine Clark (Chair), Sean Warren, Michael Pope; met 4× in 2024 .
- Nominating & Corporate Governance: Sean Warren (Chair), Michael Pope, Carine Clark; met 4× in 2024 .
- Board activity: Board met 4× in 2024; all directors attended ≥75% of board and committee meetings .
- Risk oversight: Audit oversees financial risks; Compensation oversees pay structures and risk alignment .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $40,000 | Not disclosed | Not disclosed | Independent directors received cash retainers; equity awards addressed separately |
| 2023 | $40,000 | Not disclosed | Not disclosed | Same structure as 2024 |
As of the proxy date, all directors have been issued 2,500 options per person under the 2018 Stock Option Plan; these options vest over one year .
Performance Compensation
| Award Type | Shares/Options (#) | Strike Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| Stock Options | 4,500 | 38.00 | Aug 6, 2029 | Exercisable; unexercisable: — |
| Stock Options | 2,250 | 20.00 | Dec 10, 2030 | Exercisable; unexercisable: — |
| Stock Options | 2,250 | 59.10 | Dec 30, 2031 | Exercisable; unexercisable: — |
| Stock Options | 2,250 | 42.70 | Dec 30, 2032 | Exercisable; unexercisable: — |
| Stock Options | 2,250 | 14.90 | Dec 31, 2033 | Exercisable; unexercisable: — |
| Stock Options | 2,250 | 4.75 | Dec 31, 2034 | Exercisable; unexercisable: — |
- Director performance metrics tied to compensation: None disclosed for directors (executive metrics listed in CD&A do not apply to board pay) .
Other Directorships & Interlocks
| Company | Public? | Role | Committee Roles | FCUV Relationship/Conflicts |
|---|---|---|---|---|
| Domo, Inc. | Yes | Director | Compensation Committee member | No FCUV related‑party transactions involving Clark disclosed |
Expertise & Qualifications
- Education: BA in Organizational Communications; MBA, Brigham Young University .
- Operating experience: Former President/CEO at multiple enterprise software/CX firms; extensive tenure at Novell, Altiris, Symantec .
- Board skills: Compensation governance experience at Domo; technology and data‑driven marketing expertise .
- Recognition: EY Entrepreneur of The Year (Utah), Utah Business CEO of the Year .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (Common) | 15,750 shares/options |
| Ownership Percentage | <1% |
| Shares Outstanding (Dec 31, 2024) | 7,153,647 |
| Options Exercisable | 15,750 |
| Options Unexercisable | 0 |
| Shares Pledged | Not disclosed in proxy |
| Section 16 Compliance | No late filings reported for Clark in 2024; one late Form 4 noted for Edward Lee (subsequently corrected) |
Governance Assessment
- Strengths: Independent status; serves as Compensation Committee Chair and member of Audit and Nominating committees, evidencing strong governance engagement; ≥75% meeting attendance; no related‑party transactions involving Clark; timely Section 16 compliance for 2024 .
- Alignment: Receives modest cash retainer ($40k) and option grants; holds 15,750 exercisable options, which provides equity exposure though overall ownership is <1% .
- Potential concerns: Low absolute ownership may limit “skin‑in‑the‑game” alignment; company‑level related‑party transactions (CEO loans, private placements to CEO/Chair) could affect overall governance optics though not involving Clark directly .
- Board structure: No Lead Independent Director disclosed; Chair is non‑independent (Edward Lee), which can reduce independent oversight, partially mitigated by fully independent committees and Clark’s chair role on Compensation .
RED FLAGS
- Company‑level related‑party transactions (loans and insider participation in financing) noted; no indication of Clark’s involvement .
- No disclosure of director stock ownership guidelines or pledging/hedging policies applicable to directors in the proxy .
Advisory context: Shareholders will vote on say‑on‑pay and frequency (Board recommends triennial), and proposals to increase authorized common shares and authorize preferred shares; these capital structure changes are company‑level and not specific to Clark, but they may influence investor views on governance and dilution risk .