Mark Thoenes
About Mark Thoenes
Mark Thoenes, age 71, is Interim Chief Executive Officer and a Director of Kaival Brands Innovations Group, Inc. He brings 35+ years of financial and operational leadership, is a licensed CPA since 1984, began his career at Ernst & Young, served as EVP/CFO of Nasdaq-listed Rentrak Corporation from 2000–2010, and has led MLT Consulting Services, LLC for the past eleven years . He was appointed Interim CEO on September 12, 2024 following the passing of the prior CEO , and has served as a Director since August 1, 2023 . Company-level performance metrics (TSR, revenue/EBITDA growth) tied specifically to his tenure are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rentrak Corporation (Nasdaq) | EVP/Chief Financial Officer | 2000–2010 | Public-company CFO experience in accounting, reporting, and operational leadership |
| Kaival Brands | Interim Chief Financial Officer (consulting) | Jun 30, 2021–Aug 1, 2023 | Stabilized finance function; bridge leadership prior to becoming director |
| Kaival Brands | Director | Since Aug 1, 2023 | Board-level oversight; management director |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MLT Consulting Services, LLC | President | Past eleven years | Full-service business/financial consulting firm leadership |
| Ernst & Young | Early career | Not disclosed | Began professional career at EY; licensed CPA since 1984 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (Interim CEO/Consulting Fees) | $298,050 | $74,583 |
| Director Cash Fees | — | $26,211 |
Performance Compensation
Equity Grants (Awarded/Issued)
| Grant Date | Type | Shares | Price per Share | Fair/Reported Value |
|---|---|---|---|---|
| Mar 3, 2023 | Stock grant | 2,381 | $12.87 | $30,643 |
| Apr 23, 2024 | Stock grant | 10,000 | $3.64 | $36,400 |
Options and Outstanding Awards
| Name | Unvested Options (#) | Reported Market Value ($) | Notes |
|---|---|---|---|
| Mark Thoenes | 2,500 | $9,100 | Unvested options at FY-end Oct 31, 2024 |
No explicit performance-metric plan weights/targets (e.g., revenue, EBITDA, TSR) or PSU frameworks were disclosed for Thoenes in the proxy. The Compensation Committee did not meet during fiscal 2024, suggesting limited formal pay-for-performance calibration that year .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark Thoenes | 620,000 | 5.4% | Beneficial ownership as of Feb 25, 2025; footnote notes ~14,524 vested options to be canceled prior to closing of Business Combination |
| Officers & Directors (5 persons) | 2,950,000 | 25.6% | Aggregate group ownership |
- Shares outstanding reference for voting record date: 11,593,402 common shares (Oct 7, 2025) .
- Pledging/hedging and ownership guideline disclosures for Thoenes are not provided in the proxy .
Employment Terms
| Item | Disclosure |
|---|---|
| Interim CEO appointment | Sept 12, 2024 (succeeding the prior CEO) |
| Director service | Since Aug 1, 2023 |
| Severance/Change-of-Control | None; no payments upon termination or change-of-control beyond stock options referenced in Outstanding Awards |
| Clawback provisions | Not specifically disclosed in proxy; Code of Ethics available but separate from compensation clawbacks |
| Employment agreement details | Consulting Agreement referenced for 2023 fees; specific terms not detailed in the proxy’s narrative |
Board Governance
| Attribute | Details |
|---|---|
| Board size/composition | Four directors; three are independent under Nasdaq rules (Worner, Modi, Patel). Thoenes serves as Interim CEO and Director; not listed as independent |
| Committee roles | Audit: Worner (Chair), Modi, Patel; Compensation: Patel (Chair), Worner, Modi; Nominating & Governance: Modi (Chair), Worner, Patel |
| Committee meetings FY 2024 | Audit met 4x; Compensation did not meet; Nominating & Governance did not meet |
| Board meeting cadence | Entire Board met 24 times in FY 2024; all directors attended ≥75% of meetings |
| Annual meeting voting (2025) | Thoenes received 5,566,366 votes for; 27,857 against; 37 abstained; broker non-votes 1,982,584 |
Dual-role implications: As Interim CEO and Director, Thoenes is a management (non-independent) director. Board independence is maintained through three independent directors chairing all committees; however, the Compensation Committee’s lack of meetings in FY 2024 could raise governance-process concerns .
Director Compensation (FY 2024)
| Component | Amount |
|---|---|
| Cash Fees | $26,211 |
| Option Awards (value) | $36,071 |
| Total | $62,282 |
Performance & Track Record
- Professional background: CPA; EY alumnus; public-company CFO at Rentrak (2000–2010); consulting firm president for 11+ years .
- Company officer transitions: Multiple resignations occurred in early 2024 (former CEO, CFO, COO), preceding his appointment as Interim CEO in Sep 2024 .
- Legal proceedings: None disclosed for directors or executive officers in past ten years .
Related Party Transactions (Company Context)
- 100% of inventories purchased from Bidi (related party controlled by former CEO and/or spouse) in FY 2024: ~$0.3 million; license fees paid ~$220,000; accounts payable to Bidi $131,683 .
- Revenue from entities owned by former CEO and/or spouse: $5,950 in FY 2024 .
Compensation Committee Analysis
- Composition and authority: Patel (Chair), Worner, Modi; empowered to engage independent compensation consultants and oversee executive/director pay .
- Process signals: Committee did not meet during FY 2024, reducing visibility into formal pay-for-performance calibration for that year .
Investment Implications
- Alignment: Thoenes’ 5.4% beneficial stake indicates meaningful equity alignment; options cancellation noted in footnote may reduce near-term selling pressure from option exercises .
- Pay-for-performance calibration: Absence of disclosed incentive metrics and committee inactivity in FY 2024 point to limited formal linkage between variable pay and operating KPIs during that period .
- Retention risk: No severance or change-of-control protections disclosed suggests low contractual retention costs but also minimal executive protection—could be neutral/slightly negative for retention but shareholder-friendly on payouts .
- Governance quality: Board independence is structurally strong with independent chairs on all committees; however, committee meeting frequency (Compensation/Nominating did not meet) is a process weakness to monitor .
- Company-related party dynamics: Ongoing related-party dependencies (Bidi purchases and license fees) are governance risk factors; leadership’s approach to rationalizing these could be a catalyst for improved investor confidence .
- Shareholder support: Strong 2025 vote support for Thoenes’ directorship underscores investor acceptance in the interim leadership role .