Mark Schmulen
About Mark Schmulen
Independent director of Innovative Food Holdings, Inc. since January 30, 2020; age 44 as of the 2025 proxy. Co-founder and CEO/President of PropMatic (SaaS for real estate); former VP/GM at RealPage’s Smart Building unit; prior GM of Social Media at Constant Contact; co-founder/CEO of Nutshell Mail; began career as an investment banking analyst at JPMorgan. Education: B.S. (University of Pennsylvania) and M.S. in Management (Stanford Graduate School of Business).
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| RealPage, Inc. (Smart Building BU) | Vice President & General Manager | Until June 2024 | Led Smart Building business integration/execution |
| Constant Contact, Inc. | General Manager, Social Media | May 2010–May 2014 | Drove digital marketing solutions expansion |
| Chirp Systems, Inc. | Co-founder & CEO | Acquired by RealPage in 2020 | Built smart access solution for multifamily |
| Nutshell Mail, Inc. | Co-founder & CEO | 2008–2010; acquired by Constant Contact in 2010 | Social media marketing solution |
| JPMorgan Chase Bank | Investment Banking Analyst | Early career | M&A/finance foundations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| PropMatic (SaaS, real estate) | CEO & President | Current | Venture-backed SaaS company |
| CaterX (SaaS, Food Services) | Director | Current | Software for food services industry |
| Jelly Capital, LLC | Managing Director | May 2015–present | Early-stage tech & real estate investments |
| Forum Financial, LP | Investment Advisor Representative | Nov 2016–present | Independent investment advisor |
| Shlenker School | Director (Board) | Aug 2017–present | Non-profit education |
| HHF Foundation | Director | Dec 2014–present | Early childhood education foundation |
Board Governance
- Independence: The Board determined Schmulen is independent under Nasdaq rules (company not listed on Nasdaq) .
- Committee assignments: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (Chair) .
- Audit Committee financial expert: Denver J. Smith; Audit Committee members are Smith (Chair), Cohn, Schmulen .
- Board meeting attendance: Board met 6 times in 2024 (plus 3 unanimous written consents); all directors attended at least 75% of Board meetings; committee meetings held—Audit (4), Compensation (2), Nominating & Governance (2) .
- Board structure: Separate Chairman and CEO; intention for non-management executive sessions at least twice per year .
Fixed Compensation
| Component | 2024/2025 Value |
|---|---|
| Annual retainer (cash) | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity compensation (director program) | $0 |
The Company’s directors serve without compensation.
Performance Compensation
| Instrument | Grant details | Vesting/Performance Metrics | Status |
|---|---|---|---|
| RSUs/PSUs (director) | None disclosed | N/A | N/A |
| Options/SARs (director) | None disclosed | N/A | N/A |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark Schmulen (Director) | 56,344 | <1% (*) | As of May 1, 2025; percent shown as “* less than 1%” in proxy |
- Section 16(a) compliance: All directors/officers were in compliance for 2024 per company review .
- Pledging/hedging: No pledges by Schmulen disclosed; company adopted an insider trading policy on Feb 21, 2024 .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Potential Interlock/Exposure | Disclosure |
|---|---|---|---|
| CaterX | Private (SaaS, Food Services) | Operates in food services software adjacent to IVFH’s industry; no transactions with IVFH disclosed | Biography disclosure only; no related-party transactions noted |
Expertise & Qualifications
- Technology and SaaS operating leadership (PropMatic CEO; RealPage VP/GM; Constant Contact GM) .
- Early-stage investing (Jelly Capital MD; Forum Financial advisor rep) .
- Finance foundation (JPMorgan investment banking analyst) .
- Education: B.S., University of Pennsylvania; M.S. in Management, Stanford GSB .
Governance Assessment
- Committee effectiveness: Chairs Nominating & Corporate Governance; serves on Audit and Compensation, aligning with tech/operating and investment experience. Audit Committee includes an “audit committee financial expert” (Smith), with Schmulen as member, supporting oversight breadth .
- Independence and attendance: Affirmed independent; the Board and committees met regularly, with all directors attending at least 75% of meetings—no attendance red flags disclosed .
- Compensation alignment: Directors receive no cash or equity compensation at the board level—eliminates fee-driven conflicts but may limit explicit pay-for-performance alignment for directors; ownership stake is small (<1%), reducing “skin-in-the-game” signaling compared to larger holders .
- Potential conflicts/related-party dynamics:
- RED FLAG: Activist agreement. A January 2020 agreement with JCP (Pappas Agreement) committed the Company to support the continued directorships of James Pappas and Mark Schmulen (“New Directors”) at the next two annual meetings, subject to NCGC/Board fiduciary review; such arrangements can raise governance optics when the director chairs Nominating .
- No related-party transactions involving Schmulen are disclosed in the 2025 proxy; related-party items pertain to executive separations and other agreements not involving him .
- Board structure: Separate Chair/CEO and planned independent executive sessions (at least twice annually) are positive governance practices .
- Shareholder engagement: All directors nominated for re-election attended the 2024 annual meeting; stockholder communications and NCGC processes are described, with independence affirmed for NCGC members including Schmulen .
Overall signal: Schmulen’s independent status and multi-committee roles support board coverage. The activist support agreement naming him as a “New Director” and his role as Nominating Chair warrants ongoing monitoring for independence optics; low personal ownership limits alignment signals versus larger holders.