Carine Schneider

About Carine Schneider

Carine Schneider (age 61) has served on LogicMark’s Board since October 27, 2023 and was appointed Chair of the Board on April 8, 2025. She is recognized for deep expertise in private markets and global compensation, co-founding Compass Equity Strategic Advisors in June 2023, and previously holding senior roles at Nasdaq Private Market, Certent, Global Shares, PwC, Morgan Stanley, AST Private Company Solutions, and Towers Watson; she holds a degree in Psychology & Sociology from UC Santa Cruz and is a Fellow Global Equity (FGE). The Board describes her as Chair and lead independent director, emphasizing her financial, compensation, entrepreneurial, and technology background .

Past Roles

External Roles

Board Governance

• Role and independence: Chair of the Board (since Apr 8, 2025) and lead independent director .
• Committee assignments (as of Jul 9, 2025):
  • Compensation Committee – Member; Chair is Robert Curtis .
  • Corporate Governance & Nomination Committee – Member; Chair is John Pettitt .
  • Audit Committee – Not a member .
• Attendance: In 2024, the Board held six meetings; except for one absence by John Pettitt, no incumbent director attended fewer than 100% of meetings—indicates Schneider attended 100% of Board meetings in 2024. She did not attend the 2024 Annual Meeting of Stockholders (note: attendance is encouraged but not mandatory) .
• 2025 director election results (signal of shareholder support): For 66,227,963; Withheld 21,681,014; 114,427,880 broker non-votes .

Committee Memberships (Current)

Fixed Compensation

Director compensation for FY2024 (non-employee):

Notes:

• Directors were granted stock options exercisable for Common Stock at an average price of approximately $11.66; the proxy does not disclose grant dates, share quantities, or vesting schedules for directors .

Performance Compensation

• No performance-based director equity (e.g., PSUs) or cash incentive metrics were disclosed for non-employee directors for FY2024; compensation consisted of cash retainers and stock options, with no disclosed performance metrics tied to director pay .

Other Directorships & Interlocks

• Interlocks/conflicts: The company does not disclose any interlocking directorships or related-party ties involving Schneider; Audit Committee is tasked with related-party oversight .

Expertise & Qualifications

• Core skills: Global compensation and equity plan leadership, finance/consulting, technology, entrepreneurship; frequent industry speaker and published author (“The Democratization of the Private Market,” 2021) .
• Recognition: 100 Influential Women in Silicon Valley (2017); Women to Watch (2017); ProShare Award for Services to Employee Share Ownership (2019); 20 Most Inspiring Women Leaders (2022) .
• Education: B.A. Psychology & Sociology, UC Santa Cruz; languages: Dutch and English .

Equity Ownership

• Group total (all directors and NEOs): 12,755,576 shares; 2.17% total voting power (contextual) .

Insider Trades (Form 4 Filings)

Note: The company’s insider trading policy prohibits hedging/monetization transactions by directors (e.g., collars, swaps, exchange funds) . The proxy outlines Rule 10b5-1 plan usage policies but does not disclose any Schneider 10b5-1 plan details .

Governance Assessment

• Strengths
  • Independent Board leadership: Schneider serves as Chair and lead independent director—enhances oversight over management .
  • Relevant compensation expertise on Compensation Committee; aligns with company’s needs on executive pay oversight .
  • Board meeting engagement: 100% attendance in 2024 Board meetings (no absences recorded for Schneider) .
  • No related-party transactions requiring disclosure and no disqualifying legal proceedings reported for directors/officers .
• Watch items
  • Annual meeting attendance: Schneider did not attend the 2024 Annual Meeting (attendance encouraged though not required) .
  • Committee workload: Corporate Governance & Nomination Committee held no meetings in 2024, which may warrant attention to ensure robust governance processes despite limited activity .
  • Director equity is option-based with no performance metrics disclosed for directors; while typical for micro/small-cap boards, investors may prefer disclosed ownership guidelines or time-based equity alignment (no director ownership guideline disclosed in proxy) .

Appendices

Board & Committee Structure (as of July 9, 2025)

2025 Director Election Results (Proposal 1)

Disclosures used: 2025 DEF 14A (filed July 10, 2025) and related 8-Ks for director appointments and 2025 Annual Meeting results .