Mark Anderson
GogoAbout Mark Anderson
Mark Anderson (age 49) has served as an independent director of Gogo since 2021. He is a Managing Director at GTCR LLC and Head of the Technology, Media & Telecommunications group; previously he worked at Gracie Capital and Bowles Hollowell Conner & Co. He holds an MBA from Harvard Business School and a BS from the University of Virginia’s McIntire School of Commerce. His core credentials include financial and strategic planning expertise and a deep understanding of technology and e-commerce industries .
Past Roles
| Organization | Role/Capacity | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR LLC | Managing Director; Head of TMT | Joined 2000; currently serving | Led investments and served on multiple portfolio company boards |
| Gracie Capital | Worked at Gracie Capital | Not disclosed | — |
| Bowles Hollowell Conner & Co. | Worked at Bowles Hollowell Conner & Co. | Not disclosed | — |
| Prior portfolio company boards (e.g., Beeline, CAMP Systems, Cision, Global Traffic Network, Landmark Aviation, Lytx, Rural Broadband Investments, Sorenson Communications, XIFIN) | Director | Not disclosed | Strategic and governance contributions across GTCR portfolio |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Vivid Seats (Nasdaq: SEAT) | Director | Current |
| Equiti (private) | Director | Current |
| Jet Support Services Inc. (JSSI) (private) | Director | Current |
| Lexipol (private) | Director | Current |
| Fiber Broadband (private) | Director | Current |
| Once For All (private) | Director | Current |
| Rithum (private) | Director | Current |
| Tricentis (private) | Director | Current |
Board Governance
- Board class and independence: Class III director; independent; term expiring at the 2025 Annual Meeting .
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs and meeting cadence: Compensation Committee chaired by Hugh W. Jones; held 6 meetings in 2024 . Nominating & Corporate Governance Committee chaired by Michele Coleman Mayes; held 2 meetings in 2024 .
- Audit Committee composition (for context): Harris N. Williams (Chair), Michael Abad-Santos, Hugh W. Jones, Michele Coleman Mayes; 8 meetings in 2024 .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Hugh W. Jones serves as Lead Independent Director .
- Governance policies: Code of Business Conduct and Ethics; anti-hedging and anti-pledging policies; director resignation and plurality voting policies; executive succession oversight by Nominating & Governance Committee .
Fixed Compensation
| Component | Structure | Amounts (2024) |
|---|---|---|
| Annual Board Retainer | $50,000 cash + $190,000 equity (DSUs), paid quarterly; directors may elect to defer cash into DSUs; no meeting fees | $240,000 total for standard non-employee directors |
| Committee Chair Fees | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Lead Independent Director $15,000 (cash) | Not applicable to Anderson (not a chair) |
| Mark Anderson — Annual Compensation (2024) | Cash; Stock Awards (grant date fair value); Total | $50,000; $189,985; $239,985 |
| DSU Retention Requirement | Retain shares from DSU settlement and options (after-tax) until 1 year post-board service or change in control for awards granted on/after 9/30/2015 | Policy applies to DSUs and options |
Directors do not receive additional fees for attending Board or committee meetings .
2024 Quarterly DSU Grants — Mark Anderson
| Grant Date | DSUs (#) | Grant Date Fair Value ($) |
|---|---|---|
| 3/31/2024 | 6,833 | 59,994 |
| 6/30/2024 | 6,237 | 59,996 |
| 9/30/2024 | 8,356 | 60,000 |
| 12/31/2024 | 7,416 | 59,995 |
Performance Compensation
Director compensation consists of fixed cash retainers and time-based DSUs; no performance-conditioned components for non-employee directors are disclosed. No director meeting fees; compensation structure emphasizes equity alignment rather than performance metrics .
Other Directorships & Interlocks
- GTCR ownership interlock: Entities affiliated with GTCR beneficially own 31,739,011 shares (24.0% of common stock) as of April 22, 2025; Anderson is a Managing Director at GTCR .
- Concentrated ownership risk: GTCR and Thorne-affiliated entities together can exercise significant influence over corporate decisions, including elections and transactions .
- Public company directorship: Vivid Seats (SEAT) .
Expertise & Qualifications
- Core business skills including financial and strategic planning .
- Deep understanding of technology and e-commerce industries .
Equity Ownership
| Holder | Common Shares | Percent | DSUs (12/31/2024) | Vested DSUs (as disclosed) | Options |
|---|---|---|---|---|---|
| Mark Anderson | — | <1% | 73,799 | 74,522 | — |
- Ownership table excludes vested DSUs; DSUs settle within 90 days after cessation of service .
- Security ownership policies prohibit short sales and derivative transactions; hedging discouraged and requires pre-clearance; pledges by directors require Board or committee pre-approval .
- Anti-hedging and anti-pledging policies apply to insiders, with limited exceptions subject to rigorous conditions .
Governance Assessment
- Strengths:
- Independent status; active committee memberships (Compensation; Nominating & Governance) and adequate attendance signal engagement .
- Director pay is equity-heavy via DSUs, and Anderson elected to defer the cash retainer, reinforcing alignment .
- Robust governance policies (anti-hedging/pledging; director resignation policy; codes of conduct) and regular executive sessions .
- Risk indicators and potential conflicts:
- RED FLAG: Significant GTCR ownership (24%) combined with Anderson’s GTCR leadership creates a potential conflict of interest, even though Nasdaq independence is affirmed; concentrated ownership may influence compensation, governance, and strategic decisions .
- No direct common share ownership reported for Anderson; alignment relies on DSUs that settle only upon departure, which delays direct voting power from equity accumulation .
- Shareholder feedback signals:
- 2025 election and say-on-pay results show strong participation; Anderson received 89,134,826 votes “FOR” and 15,517,596 “WITHHOLD”; say-on-pay received 88,650,054 “FOR,” 15,341,324 “AGAINST,” 661,044 “ABSTENTIONS,” with broker non-votes of 13,602,013 .
Committee Effectiveness Indicators
| Committee | Role (Anderson) | Chair | Meetings (2024) | Independence |
|---|---|---|---|---|
| Compensation | Member | Hugh W. Jones | 6 | All members meet Nasdaq independence; outside director status under 162(m) |
| Nominating & Corporate Governance | Member | Michele Coleman Mayes | 2 | All members meet Nasdaq independence |
Director Compensation Summary (2024) — Board Program
| Element | Amount/Terms |
|---|---|
| Annual Retainer | $50,000 cash + $190,000 DSUs; paid quarterly; option to defer cash to DSUs |
| Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000; Lead Independent $15,000 |
| Meeting Fees | None |
| Equity Vehicle | Deferred Share Units (DSUs) under 2016 and 2024 plans |
| Retention Policy | Retain shares from DSUs/options post-settlement (after-tax) until 1 year post-service or change in control for awards granted ≥9/30/2015 |
Voting Outcomes (2025 Annual Meeting)
| Item | Result Details |
|---|---|
| Election — Mark Anderson (Class III) | For: 89,134,826; Withhold: 15,517,596; Broker non-votes: 13,602,013 |
| Say-on-Pay (2024 NEO comp) | For: 88,650,054; Against: 15,341,324; Abstentions: 661,044; Broker non-votes: 13,602,013 |
| Auditor Ratification (2025) | For: 118,002,273; Against: 213,972; Abstentions: 38,190 |