Mark Culhane
About Mark Culhane
Mark Culhane, 65, joined the Genasys Inc. (GNSS) Board in July 2024 and is designated independent under Nasdaq rules. He is an experienced CFO and finance leader, currently Managing Partner at Culhane Advisory (since 2016), with prior CFO roles at Teradata (2017–2021), Lithium Technologies, DemandTec, iManage, and SciClone Pharmaceuticals; earlier in his career he held various positions at PwC. He holds a B.S. in Business Administration from the University of South Dakota and is recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teradata Corporation | EVP & CFO | Nov 2017 – Jun 2021 | Led public-company finance, reporting, controls |
| Lithium Technologies | CFO | Dec 2012 – Aug 2016 | Finance leadership at enterprise software firm |
| DemandTec | EVP & CFO | Aug 2001 – May 2012 | Public-company finance, capital markets |
| iManage | CFO | 1998 – 2001 | Finance and reporting |
| SciClone Pharmaceuticals | CFO | 1992 – 1998 | Finance and public-company reporting |
| PricewaterhouseCoopers | Various roles | 1982 – 1992 | Accounting foundation; audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culhane Advisory | Managing Partner | 2016 – Present | Strategic finance advisory |
| UserZoom | Director, Audit Committee Chair | Apr 2017 – Apr 2022 | Audit oversight; private company context |
Board Governance
- Independence and structure: 6 of 7 GNSS directors are independent; Culhane is independent. The Board separates Chair (Osgood) and CEO (Danforth) roles.
- Committee assignments: Culhane chairs both the Audit Committee (members: Culhane, Dodd, Malhotra, Schmeiser) and the Compensation Committee (members: Culhane, Dodd, Osgood).
- Financial expertise: Board determined Culhane is an “audit committee financial expert.”
- Attendance/engagement: In FY2024, the Board met 5 times; all directors serving during FY2024 attended at least 75% of Board and relevant committee meetings. Independent directors held at least two executive sessions in 2024.
- Related parties: GNSS disclosed no related party transactions above SEC thresholds in FY2024.
Fixed Compensation
| Component | Policy/Detail | FY2024 – Culhane | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000 (prorated for partial year) | $7,500 | No extra committee fees |
| Equity grant (RSUs) | 30,000 RSUs annually at annual meeting | $45,400 grant-date fair value; initial grant of 20,000 RSUs (pro‑rated) | ASC 718 fair value; 20,000 RSUs granted July 2024 |
| Director compensation cap | $500,000 annual cap (cash+equity grant-date fair value) | In effect via 2025 Plan | Applies to non-employee directors |
- Compensation committee oversees annual Board compensation and is chaired by Culhane.
Performance Compensation
- Director equity is time-based RSUs; GNSS does not disclose director performance-based metrics. However, as Compensation Committee Chair, Culhane oversees executive incentive design. FY2025 executive incentive plan metrics: total product bookings, net revenues, operating income, and operating cash flow; target bonus percentages (CEO 75%, CFO 50%) and 50%/100%/200% payout levels based on performance.
| Executive Incentive Metrics (FY2025) | Metric Type |
|---|---|
| Total Product Bookings | Corporate financial metric |
| Net Revenues | Corporate financial metric |
| Operating Income | Profitability metric |
| Operating Cash Flow | Cash generation metric |
Other Directorships & Interlocks
- Current public company directorships (besides GNSS): None disclosed for Culhane.
- Compensation committee interlocks: GNSS disclosed no interlocks or insider participation for FY2024; Culhane served on the Compensation Committee in FY2024 and was not an officer.
Expertise & Qualifications
- Core qualifications: Public-company CFO experience; audit and financial reporting expertise; Board-designated audit committee financial expert.
- Education: B.S., Business Administration, University of South Dakota.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Includes RSUs/Options Exercisable/Settleable within 60 Days |
|---|---|---|---|
| Mark Culhane | 70,000 | <1% | 20,000 shares via options/RSUs within 60 days of Jan 28, 2025 |
- Hedging policy: GNSS has not adopted a policy restricting hedging transactions by directors or employees.
- Clawbacks: GNSS adopted a clawback policy in line with Nasdaq rules; 2025 Equity Plan subjects awards to any company clawback policy.
Governance Assessment
-
Strengths
- Dual committee leadership: Culhane chairs both Audit and Compensation, bringing deep finance rigor to oversight; Board recognizes him as an audit committee financial expert.
- Independence and attendance: Independent status; Board and committees met regularly, with directors meeting attendance thresholds; independent director executive sessions held.
- Equity alignment: Director compensation is equity-heavy (RSUs) alongside modest cash retainer; no committee fees reduce pay inflation risk.
- Clean related-party profile: No related-party transactions disclosed for FY2024.
- Market feedback: Prior say-on-pay support was strong at 94.3%, indicating investor acceptance of compensation framework overseen by the Compensation Committee.
-
Red Flags / Watch Items
- Concentration of oversight: The same individual chairs both Audit and Compensation (Culhane), which can consolidate oversight influence and increase workload; boards typically separate these roles to diversify control.
- Hedging policy gap: GNSS has not adopted a hedging policy for directors/executives, which can weaken ownership alignment signals.
- Activism context: Recent cooperation agreement with Nicoya added a new director (Malhotra) and expanded the Board; while not directly implicating Culhane, ongoing activist dynamics warrant monitoring of committee independence and priorities.
Overall: Culhane’s credentials and independent status support board effectiveness in core oversight areas. Key investor concerns to monitor are the combination of Audit and Compensation chair roles and the absence of a formal hedging prohibition, which can affect confidence in risk oversight and alignment.