Marina Levinson
About Marina Levinson
Founder and CEO of CIO Advisory Group LLC since September 2011 and partner at venture firm BGV since April 2014; age 67; independent director at Grid Dynamics (GDYN) since 2020; Class I director with current term expiring in 2026; B.S. in Computer Science from St. Petersburg Institute of Precision Mechanics and Optics. Her background spans CIO roles at NetApp and Palm, plus public-company board experience in technology and cybersecurity oversight, aligning strongly with GDYN’s audit and risk oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp, Inc. | SVP & Chief Information Officer | 2005–2011 | Enterprise IT leadership; operational oversight |
| Palm, Inc. | VP & Chief Information Officer | 1999–2005 | Enterprise IT; prior Senior Director, Global Integration at 3Com |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIO Advisory Group LLC | Founder & CEO | Sep 2011–present | Technology advisory to VC/PE and portfolio companies |
| BGV (venture capital) | Partner | Apr 2014–present | Investment and technology advisory |
| HomeSmart International | Director | Sep 2021–Oct 2023 | Audit Committee member; Compensation Committee Chair |
| Personal Capital | Director | Oct 2018–Aug 2020 | Board seat until acquisition by Empower Retirement |
| Ellie Mae | Director | Aug 2014–Apr 2019 | Chair: Technology & Cybersecurity; Member: Compensation |
| Carbonite | Director | May 2017–Jan 2020 | Chair: Nominating & Corporate Governance; Member: Information Security Risk |
Board Governance
- Committee assignments: Audit Committee Member; audit committee membership confirmed and signed report includes Levinson as a member; audit committee held four meetings in 2024 .
- Independence: Board determined Marina Levinson is an independent director under SEC and Nasdaq rules .
- Attendance and engagement: During FY2024, the Board held four meetings and each director attended 95% of aggregate board and committee meetings served; four directors attended the 2024 annual meeting .
- Board structure: Chair (Lloyd Carney) and CEO roles are separated; committees have written charters posted on IR site .
- Risk oversight: Audit committee oversees financial reporting, internal controls, risk assessment (including cybersecurity and IT), and reviews related person transactions .
| Committee | Role |
|---|---|
| Audit | Member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 55,000 | 74,982 | 129,982 |
- Policy baseline: Outside directors receive $40,000 annual cash retainer and annual RSU grant valued at $75,000; committee chairs receive additional cash fees ($20,000 Audit; $15,000 Compensation; $15,000 Nominating); committee members receive additional cash fees ($15,000 Audit; $10,000 Compensation; $10,000 Nominating) .
- Updates effective Jan 1, 2025: Additional RSU grants increased—Chair (Audit/Comp/Nominating) $40,000 RSUs; members $30,000 RSUs; Chairperson and Lead Outside Director additional RSUs increased to $30,000 .
- Update effective Dec 23, 2025: Default to equity in lieu of cash (annual retainers and fees delivered as RSUs equal to cash value; vesting aligned to cash payment schedule); annual cap for any outside director remains $600,000 in cash + equity .
Performance Compensation
| Equity Component | Grant Value | Vesting / Performance Metrics |
|---|---|---|
| Annual RSU grant (director) | $75,000 | Time-based; for post-2025 policy, vesting terms aligned with cash schedule; no disclosed performance metrics for directors |
| Additional RSUs for committee roles (effective 1/1/2025) | Chair: $40,000; Member: $30,000 | Time-based; no disclosed performance metrics for directors |
| Performance Metrics tied to Director Compensation | Weight | Notes |
|---|---|---|
| None (director RSUs are time-based; no PSUs/options disclosed for directors) | N/A | Company indicates RSU grants for directors; performance-based metrics are used for executives, not directors |
Other Directorships & Interlocks
- BGV was a Voting Party to a 2019 Stockholders’ Agreement granting certain director designation rights subject to ownership thresholds; the Sponsor no longer meets thresholds; agreement includes piggy-back and demand registration rights for certain holders. Levinson is a partner at BGV, creating a potential governance interlock to monitor depending on BGV’s current ownership status (not disclosed here) .
- No related-party transactions disclosed for Levinson; audit committee reviews and pre-approves related person transactions >$120,000 under formal policy .
Expertise & Qualifications
- Technology and cybersecurity oversight: Chaired technology & cybersecurity committees and information security committees at prior boards .
- Enterprise IT leadership: Former CIO at NetApp and Palm, with operational governance and risk experience .
- Capital markets and governance: Chaired nominating & corporate governance committees; audit committee membership at GDYN; independence affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis |
|---|---|---|---|
| Marina Levinson | 33,490 | ~0.04% (33,490 ÷ 84,805,201) | Outstanding shares as of Nov 4, 2025: 84,805,201 |
- Vested vs. unvested breakdown: Not specifically disclosed for directors; beneficial ownership includes options exercisable and RSUs vesting within 60 days of Nov 4, 2025 if any .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging GDYN securities and engaging in derivatives or short positions; trading requires pre-clearance and 10b5‑1 plan compliance .
- Stock ownership guidelines: Not disclosed for directors in the cited materials.
Governance Assessment
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Strengths
- Independence, high attendance (95%), and active audit committee role underscore effectiveness and oversight discipline .
- Deep IT/cybersecurity expertise complements audit committee mandate to oversee cybersecurity and IT risk; enhances board risk management coverage .
- Director compensation shifting toward equity (Dec 2025 policy) improves alignment with shareholders; anti-hedging/anti-pledging policy further protects alignment .
- Compensation governance uses independent consultant (Pearl Meyer) and received strong 2024 Say‑on‑Pay support (98%), signaling investor confidence in pay practices and governance .
-
Watch items / potential conflicts
- Interlock risk: Levinson’s partnership at BGV, which is a Voting Party with historical designation and registration rights, merits monitoring for independence considerations if BGV maintains material ownership or influence; board currently affirms her independence .
- Low direct ownership (~0.04%) suggests limited personal financial stake; partially offset by equity-heavy director compensation policy and default equity election introduced in 2025 to encourage full equity compensation .
-
Related-party oversight context
- CEO family employment disclosed; audit committee (which includes Levinson) reviews related-person transactions under formal policy—important for mitigating perceived conflicts .
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Overall implication
- Governance profile is solid: independent status, audit committee engagement, strong attendance, and equity alignment improvements support investor confidence; interlock exposure via BGV is a manageable watch item given formal independence determinations and related-party controls .