Marissa Espineli
About Marissa Espineli
Marissa B. Espineli, age 62, is Innodata’s Interim Chief Financial Officer (principal financial and principal accounting officer), serving in the role since March 2022; she has been Vice President, Finance and Corporate Controller since January 2012 and part of Innodata’s finance team since 2000. She holds a BS in Business Administration (Finance & Accounting) from the University of the East (1984) and is a Certified Public Accountant; she signs SOX 302/906 certifications and 10‑Q filings, evidencing direct accountability over financial reporting and controls . Recent operating context: Innodata reported strong revenue growth through 2024–2025; see the quarterly revenue/EBITDA table below for trend detail (used to frame execution risk and incentives) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innodata Inc. | Interim Chief Financial Officer | Mar 2022–present | Principal Financial Officer responsible for SOX 302/906 certifications and signing SEC filings; signatory on credit agreement amendment . |
| Innodata Inc. | VP Finance & Corporate Controller | Jan 2012–present | Finance leadership; continuity of control and reporting . |
| Innodata Inc. | Finance Team Member | 2000–present | Long-tenured finance operator with deep institutional knowledge . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 234,310 | 240,000 | 249,000 |
| Bonus ($) | 72,000 (awarded 12/25/2023 for 2022 performance) | 90,000 (awarded 4/2024 for 2023 performance) | 378,000 (awarded 3/2025 for 2024 performance) |
| Salary Actions | Effective Date | New Base ($) |
|---|---|---|
| Annual base adjustment | Apr 2024 | 252,000 |
| Annual base adjustment | Apr 1, 2025 | 289,800 |
- Bonus structure: Eligible for annual performance-based bonus granted at the discretion of the Company; targets not disclosed .
- Say‑on‑pay support: 92% approval for 2023 compensation at the 2024 annual meeting (context for Committee’s pay decisions) .
Performance Compensation
| Incentive Type | Grant Date | Shares/Options | Grant-Date Fair Value ($) | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|---|
| RSUs | Dec 20, 2024 | 18,000 | 774,180 | N/A | N/A | 6,000 each on 12/20/2025, 12/20/2026, 12/20/2027 . |
| Stock Options | Dec 20, 2024 | 24,000 | 777,840 | $43.01 | 10 years | 8,000 each on 12/20/2025, 12/20/2026, 12/20/2027 . |
| Stock Options | Oct 7, 2022 | 35,000 | 76,424 | $3.41 | Standard | 3 equal installments on 10/7/2023, 10/7/2024, 10/7/2025 . |
- Committee’s grant philosophy: Mix of stock options and RSUs to align with long‑term value creation; award sizes based on role, responsibilities, and performance (size not directly tied to Company performance metrics) .
Annual Cash Bonus Outcomes
| Performance Year | Award Decision Date | Payout ($) | Basis / Notes |
|---|---|---|---|
| 2024 | Mar 2025 | 378,000 | Based on Company performance and individual accomplishments . |
| 2023 | Apr 2024 | 90,000 | Based on Company performance and individual accomplishments . |
| 2022 | Dec 25, 2023 | 72,000 | Bonuses determined by Compensation Committee . |
Upcoming Vesting and Potential Selling Pressure
| Award | Vest Date | Shares |
|---|---|---|
| RSUs (2024 grant) | Dec 20, 2025 | 6,000 |
| Stock Options (2024 grant) | Dec 20, 2025 | 8,000 |
| RSUs (2024 grant) | Dec 20, 2026 | 6,000 |
| Stock Options (2024 grant) | Dec 20, 2026 | 8,000 |
| RSUs (2024 grant) | Dec 20, 2027 | 6,000 |
| Stock Options (2024 grant) | Dec 20, 2027 | 8,000 |
These scheduled vests create periodic supply events that can coincide with discretionary sales, potentially adding short‑term selling pressure around the vest dates .
Equity Ownership & Alignment
| Date (As of) | Total Beneficial Ownership (shares) | Percent of Class (%) | Currently Exercisable Options (shares) | RSUs Included (shares) |
|---|---|---|---|---|
| Apr 15, 2025 | 38,000 | * (less than 1%) | 20,000 | 18,000 |
| Apr 15, 2024 | 71,666 | * (less than 1%) | 71,666 | — |
- Pledging/Hedging: No pledging or hedging disclosures for Ms. Espineli identified in the proxy; stock ownership guidelines for executives not disclosed .
- Ownership context: Group totals and director holdings disclosed; Ms. Espineli’s stake is under 1% of shares outstanding .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Status | Employee‑at‑will (offer dated September 2001) . |
| Covenants | Confidentiality, non‑solicitation, and invention assignment provisions (during and post‑employment) . |
| Severance / Change‑of‑Control | Estimated payments table (as of 12/31/2024) shows only welfare benefits of $19,154 for termination for cause, without cause (including good reason), death, or disability; no cash or stock‑based compensation listed for Ms. Espineli . |
| Titles & Filing Authority | Interim CFO; Principal Financial Officer and Principal Accounting Officer; SOX 302/906 certifications; SEC filing signatory . |
| Credit Facility | Signatory on Third Amendment to Credit Agreement (Wells Fargo Bank NA) dated July 18, 2025, on behalf of Innodata and subsidiaries . |
Operating Performance Context
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 59,180,000 | 58,344,000 | 58,393,000 | 62,550,000 |
| EBITDA ($) | 11,831,000* | 8,835,000* | 9,612,000* | 12,508,000* |
*Values retrieved from S&P Global.
Investment Implications
- Pay‑for‑performance mix skew: 2024 compensation added substantial equity (RSUs/options) and a discretionary cash bonus linked to Company performance; equity grants vest annually through 2027, creating alignment but also predictable supply events for potential insider selling around vest dates .
- Ownership alignment: Beneficial ownership is under 1%, with 20,000 options currently exercisable and 18,000 unvested RSUs; alignment is primarily through ongoing vesting rather than large outright share ownership, moderating direct downside alignment .
- Retention risk: At‑will status and limited severance economics (no cash or equity acceleration disclosed for Ms. Espineli) increase reliance on ongoing equity/bonus awards to retain talent; salary uplift to $289,800 in 2025 and significant 2024 bonus/awards indicate strong near‑term retention levers .
- Execution signal: Repeated SOX certifications and credit agreement execution point to hands‑on financial control and capital access discipline amid rapid growth in AI/data services; continued operating momentum supports incentive realizability but heightens the importance of vesting calendars for trading dynamics .