John Pettitt
LogicMarkAbout John Pettitt
Independent director at LogicMark since March 15, 2022; age 62; seasoned software engineer and internet/e‑commerce pioneer with 39 years’ experience. Background includes senior staff software engineer at Google since October 2017 and prior CTO roles and founder positions across payments, fraud detection, and content distribution; multiple foundational patents noted in e‑commerce and fraud detection .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | Senior Staff Software Engineer | Oct 2017–present | Software development, engineering management |
| Relay Media Inc. | Chief Technology Officer | 2015–Oct 2017 (acquired by Google) | Mobile content optimization |
| CyberSource | Co‑founder, CTO | Not disclosed | Payments, fraud detection; later acquired by Visa |
| software.net (Beyond.com) | Founder | Not disclosed | First internet app store; later acquired by Digital River |
| Specialix PLC | Founder | Not disclosed | Communications/networking; acquired by Pearl Systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography does not cite other public company boards for Pettitt |
Board Governance
- Independence: Board determined Pettitt is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Audit Committee member (Chair: Barbara Gutierrez; Gutierrez designated audit committee financial expert) .
- Compensation Committee member (Chair: Robert Curtis) .
- Corporate Governance & Nomination Committee Chair .
- Attendance: Board held 6 meetings in 2024; Pettitt missed one meeting; others attended 100% (Pettitt attended 5/6 ≈83%) .
- Annual Meeting attendance: Pettitt attended the 2024 Annual Meeting; Schneider and Gutierrez did not .
- Board leadership: Chair of the Board and lead independent director is Carine Schneider; CEO is Chia‑Lin Simmons .
- Hedging policy: Company prohibits officers/directors from hedging or monetization transactions involving company securities .
Fixed Compensation (Director Pay – FY 2024)
| Component | Amount (USD) |
|---|---|
| Annual/Quarterly Director Fees (Cash) | $85,000 |
| Meeting/Committee Fee Detail | Not disclosed (fees paid quarterly) |
| Other Cash/Perqs | $0 (reimbursements only) |
Performance Compensation (Director Equity – FY 2024)
| Equity Type | Grant/Measure | Vesting/Terms | Notes |
|---|---|---|---|
| Stock Options | $49,726 fair value | Not disclosed | Options were exercisable at average price ≈$11.66 per share |
| Stock Awards (RSU/PSU) | $0 | — | No director stock awards in 2024 |
| Performance Metrics | None disclosed | — | No TSR/EBITDA/ESG metrics tied to director pay disclosed |
No director‑specific clawbacks, severance, or change‑of‑control terms disclosed in the director compensation section .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No shared directorships with customers/suppliers/competitors disclosed |
Expertise & Qualifications
- Deep technical expertise across product/software, payments, fraud detection, and content distribution; recognized as an internet pioneer since 1983 with foundational patents .
- Governance: Chairs Corporate Governance & Nomination Committee; service on Audit and Compensation committees indicates familiarity with financial reporting, risk oversight, and board evaluations .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 3,102,580 (common + options + warrants) |
| Ownership % of outstanding | <1% (asterisk in proxy indicates less than 1%) |
| Common shares (direct) | 860 |
| Options exercisable | 3,011,268 (weighted exercise price $0.05) |
| Warrants (Series A/B) | 90,452 (weighted exercise price $0.22) |
| Vested vs. unvested | Not itemized for director awards in proxy |
| Pledged shares | Not disclosed |
| Hedging | Prohibited by policy |
Insider Trades
| Date | Filing/Type | Security | Quantity | Price/Terms | Source |
|---|---|---|---|---|---|
| 2025-10-09 | Form 4 – option grant | Stock options | 3,125,000 | Not disclosed | |
| 2024-10-03 | Form 4/A | Changes in beneficial ownership | N/A | See filing | |
| 2024-01-23 | Form 4 | Changes in beneficial ownership | N/A | See filing |
Governance Assessment
-
Strengths:
- Independent status; multi‑committee service and chair role in Corporate Governance & Nomination suggest active involvement in board processes, director nominations, and governance principles .
- Audit Committee membership contributes to oversight of financial reporting, auditor independence, and related‑party transactions; committee designated financial expert (Gutierrez) enhances effectiveness .
- Meaningful “skin‑in‑the‑game” via options and warrants aligning interests with shareholders, while absolute ownership remains below 1% given large share base .
- Company hedging ban improves alignment and reduces risk of misaligned incentives .
-
Watch items / RED FLAGS:
- Attendance: Missed one of six board meetings in 2024; while not severe, consistently high attendance is preferred for strong oversight (monitor future attendance) .
- Equity award complexity (mix of legacy options/warrants at very low exercise prices alongside newer option grants) amid reverse split history requires vigilance on potential future repricing or modifications; no repricing disclosed in proxy but monitor 8‑K filings and Form 4s .
- Market‑structure risk context: Company’s reverse splits and OTC relisting efforts indicate heightened governance demands on directors for capital market strategy and investor communications .
-
Conflicts/Related Parties:
- Proxy discloses no director‑related transactions exceeding thresholds; related‑party items involve investors (Anson/Alpha) and warrant inducements, not Pettitt specifically .
- No loans, pledging, or family relationships disclosed for Pettitt .
Overall, Pettitt’s technical depth and committee leadership strengthen board governance; attendance shortfall in 2024 is a modest concern. Equity holdings via options/warrants support alignment, and independence is affirmed under Nasdaq rules .