Jonathan Mariner
Five9About Jonathan Mariner
Jonathan Mariner (age 70) has served as an independent director of Five9 (FIVN) since May 2023. He is founder and president of TaxDay, LLC (since April 2016), and previously held senior finance and operating roles including Executive Vice President & CFO and later CIO of Major League Baseball (2002–2016), interim Head of Regional Sports Networks at The Walt Disney Company (2019), and Chief Administrative Officer at Enjoy Technologies (2020–2022). He brings deep audit oversight and finance expertise, and currently chairs the audit committee at Rocket Companies (RKT).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major League Baseball | EVP & CFO; Chief Investment Officer | 2002–2014 (CFO); 2015–2016 (CIO) | Led accounting/treasury/budgeting; executed franchise transactions; helped create league strategic investment fund |
| Walt Disney Company | Interim Head, Regional Sports Networks | Feb–Aug 2019 | Oversight of RSN operations during transition |
| Enjoy Technologies | Chief Administrative Officer; Director | Dec 2020–Sep 2022 | Senior operating leadership at mobile retail logistics firm |
| Florida Marlins; Florida Panthers; Dolphins Stadium | CFO | Prior to MLB | Club and venue finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rocket Companies, Inc. | Director; Audit Committee Chair | Current | Chairs audit; technology-driven mortgage/financial services |
| OneStream, Inc. | Director | Current | Enterprise financial management software |
| IEX Stock Exchange (private) | Audit committee member | Current | Audit oversight |
| Little League Baseball International | Audit committee member | Current | Audit oversight (non-profit) |
| Tyson Foods, Inc. | Director; Audit Committee Chair | May 2019–Feb 2025 | Large-cap food company audit leadership |
| Ultimate Software (pre-merger) | Director; Audit Committee Chair | May 2017–May 2019 | Also served on compensation committee |
| McGraw Hill Education | Director; Audit Committee Chair; Compensation Committee member | Feb 2016–Jul 2021 | Governance and audit leadership |
Board Governance
- Independence: The Board determined Mariner is independent under Nasdaq rules; he also served on the Audit Committee, which meets Rule 10A-3 independence requirements.
- Committee assignments: Member, Audit Committee (6 meetings in 2024); Member, Nominating & Governance Committee (8 meetings in 2024; appointed April 23, 2024).
- Election support: 2025 re-election received 39,916,836 For, 19,062,863 Withheld, with 8,358,444 broker non-votes—materially lower support than other nominees (Barsamian/Welsh), signaling investor scrutiny.
- Board activity: Board met 20 times in 2024; all directors met ≥75% attendance except Julie Iskow (72%). Mariner attended the 2024 annual meeting.
- Ownership guidelines: Directors must hold the lesser of 300% of annual retainer or 9,000 shares; as of Dec 31, 2024, all non-employee directors except Julie Iskow, Sagar Gupta, Panos Kozanian, and Maria Walker were in compliance—Mariner is in compliance.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 35,000 | 10,000 (Audit member) | 45,000 | N&G member fee for 2024 was earned but paid in March 2025 due to administrative error |
| 2023 | 35,000 | 10,000 (Audit member) | 27,074 | Partial year service post-appointment in May 2023 |
Fee schedule reference (policy): Audit member $10,000; Nominating & Governance member $4,500; annual Board retainer $35,000; Lead Independent Director $20,000; committee chairs: Audit $20,000, Compensation $15,000, Nominating & Governance $9,000.
Performance Compensation
- Director equity structure (policy): New non-employee directors receive RSUs at appointment ($400,000 three-year vest; plus prorated up to $200,000 one-year vest). Annual director RSU grant is $200,000 vesting by next annual meeting; new directors are not eligible until the second annual meeting following appointment.
- Mariner grants:
- 2023: Initial RSUs $400,000 (3-year, equal annual vesting) and $200,000 (1-year vest) at appointment (May 24, 2023).
- 2024: No annual grant (ineligible until 2025 annual meeting per policy).
| Date/Year | Award Type | Grant Date Fair Value ($) | Units/Status | Vesting |
|---|---|---|---|---|
| May 24, 2023 | RSU (initial) | 400,000 | Part of 10,335 unvested RSUs at 12/31/2023 | 3 equal annual installments |
| May 24, 2023 | RSU (prorated) | 200,000 | Included above | Vests at 1-year anniversary |
| 2024 | Annual RSU | — | Not eligible per policy | Eligible starting 2025 |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Customers/suppliers/competitors overlap | No Five9 related-party transactions >$120,000 since Jan 1, 2024 were disclosed; no loans or related-party dealings reported. |
| Audit & governance leadership | Multiple audit chair roles (Rocket, Tyson prior) strengthen oversight credentials; no disclosed conflicts with Five9. |
Expertise & Qualifications
- Skills matrix: Financial expertise and enterprise risk management noted; broad executive leadership and public-company board experience.
- Audit oversight: Active member of Five9’s Audit Committee; committee oversees financial reporting, internal controls, cybersecurity disclosures, and AI governance with defined responsibilities.
- Governance focus: Member of Nominating & Governance Committee (oversight of governance programs and sustainability reporting).
Equity Ownership
| Holder | Common Stock (#) | RSUs Vesting ≤60 Days (#) | Total Beneficial (#) | % of Outstanding |
|---|---|---|---|---|
| Jonathan Mariner | 5,741 | 2,297 | 8,038 | <1% (based on 76,243,231 shares) |
Additional outstanding director RSUs (unvested) for Mariner: 4,594 as of Dec 31, 2024.
Stock ownership and alignment controls:
- Hedging and pledging are prohibited for directors and officers.
- Clawback policy compliant with SEC/Nasdaq rules (recoup excess incentive comp post-restatement).
Governance Assessment
- Strengths:
- Independent director with deep audit and finance background; active Audit and Nominating & Governance committee service enhances risk and governance oversight.
- Compliant with director stock ownership guidelines; hedging/pledging prohibited; robust clawback policy.
- No related-party transactions disclosed involving Mariner; clean conflicts profile.
- Watch items / signals:
- Elevated “withhold” vote in 2025 election relative to peers (39.9M For vs 19.1M Withheld), indicating investor scrutiny—monitor for underlying concerns (e.g., board composition, classified board, or broader governance issues).
- 2024 director equity grant gap (policy-driven ineligibility) reduces annual refresh alignment; however, initial 2023 grants and unvested RSUs provide some ongoing alignment.
- Say-on-pay support improved from ~72% in 2024 to a stronger approval in 2025 (48,954,527 For vs 9,973,348 Against), suggesting progress in aligning pay design with investor expectations; continued oversight from audit and comp committees remains important.
Overall: Mariner’s audit chair experience and independent status support board effectiveness and investor confidence. The 2025 election withhold rate is a notable governance signal to track, but absence of conflicts, compliance with ownership guidelines, and active committee engagement are positives for alignment and oversight.