Mark Ward
About Mark Ward
Mark Ward (age 30) has served as an independent director of ContextLogic (LOGC) since March 2025. He is a Principal on the Credit team at BC Partners (joined November 2020), previously worked in the Restructuring Group and as an investment banking analyst at Houlihan Lokey (2017–2020), and graduated summa cum laude with a B.S. in Business Economics from the University of St. Thomas (MN). He is designated an Audit Committee financial expert, and is a Class I director with a term expiring at the 2026 Annual Meeting of Stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BC Partners (Credit) | Principal | Nov 2020–present | Credit investing experience; private equity/credit perspective |
| Houlihan Lokey | Restructuring Group; Investment Banking Analyst | Jul 2017–Oct 2020 | Corporate restructurings; transaction execution |
External Roles
- No other public company directorships are disclosed for Ward in company filings .
Board Governance
- Classification and term: Class I director; term expires at the 2026 Annual Meeting .
- Independence: The Board affirmatively determined all current non-employee directors, including Ward, are independent under Nasdaq standards; independent directors hold regular executive sessions .
- Board chair/leadership: Ted Goldthorpe serves as Board Chair (appointed March 2025) .
- Meeting cadence (FY 2024 context): Board (22), Audit (6), Compensation (8), Nominating & Corporate Governance (5) meetings; attendance details for 2025 directors not yet disclosed for Ward’s tenure .
Committee assignments and roles:
| Committee | Role | Effective Date | Chair |
|---|---|---|---|
| Audit | Member; designated “audit committee financial expert” | Appointed Mar 2025; Chair named Apr 2025 | Jennifer Chou (Chair as of Apr 2025) |
| Compensation | Member | Appointed Mar 2025 | Michael Farlekas (Chair) |
| Nominating & Corporate Governance | Member | Appointed Mar 2025 | Marshall Heinberg (Chair) |
Fixed Compensation (Non-Employee Director Program)
Cash retainers (standard schedule):
| Position | Cash Retainer ($) |
|---|---|
| Non-Employee Director (base retainer) | 150,000 |
| Lead Independent Director | 20,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Corporate Governance Chair | 10,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Member | 5,000 |
Equity awards (standard director program):
| Grant Type | Grant Date Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU | 150,000 | 1-year cliff (time-based) | Value based on closing price on grant date |
| Initial RSU (for new directors) | 440,000 | 1-year cliff (time-based) | Shares determined by 30-day VWAP; granted Dec 6, 2024 to 2024 appointees |
| Change-in-control vesting | — | Full vest on CoC | As defined in 2020 Plan |
| Cash-for-RSU election | — | — | Directors may elect RSUs in lieu of cash if elected in prior year/open window |
| Pro-ration for mid-year appointment | — | Pro-rated | Applies to cash and RSUs for appointments after Jan 1 |
Note: Ward joined in March 2025; director-specific 2025 grants/fees for him are not disclosed in the filings provided. Program terms above govern his eligibility and structure .
Performance Compensation
- Non-employee director compensation does not utilize performance metrics; director RSUs are time-based and vest over one year, with full vesting upon a change in control as defined in the 2020 Plan .
Other Directorships & Interlocks
- BC Partners affiliation and board composition: Ward is a BC Partners Credit Principal; Chair Ted Goldthorpe is a Partner at BC Partners; Ms. Jennifer Chou serves as an independent director at Portman Ridge Finance Corporation and Logan Ridge Finance Corporation, business development companies affiliated with BC Partners .
- Financing from BC Partners affiliate: On March 6, 2025, an affiliate of BC Partners purchased $75,000,000 of Class A convertible preferred units of Holdings LLC (ContextLogic Holdings LLC) in an investment transaction (initial closing) .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and meets Nasdaq financial sophistication requirements .
- Background in restructuring and investment banking (Houlihan Lokey) and credit investing (BC Partners), providing transaction, workout, and capital allocation expertise .
- Academic credentials: B.S. in Business Economics, summa cum laude, University of St. Thomas (MN) .
Equity Ownership
Beneficial ownership (as of May 19, 2025):
| Holder | Shares Beneficially Owned | Ownership % | As-of Date |
|---|---|---|---|
| Mark Ward | — (none) | — | May 19, 2025 |
| Shares Outstanding (reference) | 26,682,233 | — | May 19, 2025 |
Insider filing:
| Form | Filing/Transaction Date | Key Disclosure |
|---|---|---|
| Form 3 | Filed Mar 14, 2025 (event date Mar 6, 2025) | “No securities are beneficially owned.” |
- Pledging/hedging: No pledging or hedging by Ward is disclosed in the cited filings .
Governance Assessment
- Independence and qualifications: Ward is a non-employee, Nasdaq‑independent director and an audit committee financial expert, which supports board oversight of financial reporting and risk .
- Committee load and engagement: Rapid assignment to Audit, Compensation, and Nominating & Corporate Governance in 1H25 places a meaningful governance workload on a new director; chairs are held by other directors (Audit: Chou; Comp: Farlekas; N&CG: Heinberg), ensuring distributed leadership .
- Ownership alignment: Ward reported no beneficial ownership on Form 3 and in the May 19, 2025 ownership table; early-tenure zero ownership can be perceived as weaker alignment until equity grants vest or open-market purchases occur .
- Related-party optics: Multiple BC Partners ties on the board and a $75 million preferred investment by a BC Partners affiliate into Holdings LLC create potential conflict optics, albeit the company affirms director independence, maintains a Related Party Transaction Policy overseen by the Audit Committee, and bylaws include “interested directors” procedures and indemnification .
RED FLAGS
- BC Partners affiliate financing ($75M) while BC Partners professionals (Ward; Chair Goldthorpe) sit on the board raises related‑party optics; requires rigorous recusal/documentation and Audit Committee oversight to maintain investor confidence .
- Zero disclosed beneficial ownership for Ward as of record dates may signal limited “skin in the game” until equity retainer/initial awards vest or personal purchases are made .
Governance mitigants:
- Board states all non‑employee directors are Nasdaq‑independent; independent executive sessions occur regularly .
- Audit Committee oversees related‑party transactions under a formal policy; bylaws set “interested directors” approval standards by disinterested directors or stockholders and fairness tests .
- Director indemnification agreements and bylaw‑level indemnification/advancement provisions are in place, aligning with market practice .