Michael Farlekas
About Michael Farlekas
Independent director since April 2024; age 59. Currently CEO of Onit, Inc. (legal workflow software) since January 2024; previously CEO of E2open (2015–2023), with prior leadership roles at Roadnet Technologies and RedPrairie. Education: B.S. Mechanical Engineering (Fairleigh Dickinson University) and MBA in International Business (Jacksonville University). Determined independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Impact/Notes |
|---|---|---|---|
| E2open, LLC | Chief Executive Officer | May 2015 – Oct 2023 | Led cloud supply chain platform; 20 years exec leadership in enterprise software cited for board qualification . |
| Roadnet Technologies, Inc. | Leadership role | 2012 – 2014 | Fleet management software leadership . |
| RedPrairie Corporation | Leadership role | 2001 – 2012 | Warehouse management solutions leadership . |
External Roles
| Organization | Role | Tenure | Sector |
|---|---|---|---|
| Onit, Inc. | Chief Executive Officer | Jan 2024 – present | Legal workflow software . |
Board Governance
- Committees: Compensation Committee Chair; Nominating & Corporate Governance Committee member. Audit Committee chaired by Jennifer Chou; Farlekas is not listed as an Audit Committee member .
- Independence: Board affirmed independence for all current non-employee directors, including Farlekas .
- Attendance/engagement: Board met 22 times in 2024; each director attended at least 75% of board and relevant committee meetings; Audit (6 meetings), Compensation (8), Nominating & Governance (5). Independent director executive sessions held regularly .
- Lead Independent Director: Role provided for in bylaws; board may elect one; not specified for Farlekas .
- Related-party oversight: Audit Committee reviews/approves related-party transactions; none >$120,000 reported since Jan 1, 2024 .
- Context: LOGC established a Special Transaction Committee (Nov 2024–Mar 2025), paid $35,000/month to members; overall board leadership now includes BC Partners-affiliated directors (Chair Ted Goldthorpe; Mark Ward), alongside an investment by a BC Partners fund into ContextLogic Holdings LLC in March 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash compensation (2024) | $242,500 | Includes $150,000 annual director retainer plus committee/other fees; annual retainers were paid in April (director) and December (committee/lead roles) . |
Performance Compensation
| Component | Amount | Vesting | Notes |
|---|---|---|---|
| Stock awards (RSUs, 2024) | $670,995 | One-year, full vest at anniversary; prorated on early termination | Composed of: $150,000 annual equity (at appointment) and $440,000 initial equity grant (Dec 6, 2024). Director RSUs fully vest upon change in control . |
| Performance metrics tied to director pay | None disclosed | N/A | Director equity is time-based RSUs; no TSR/ESG/financial metric linkage disclosed . |
- 2025 alignment signal: Farlekas elected to receive 2025 cash compensation in RSUs (instead of cash), increasing equity-based alignment .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed for Farlekas. Board includes BC Partners-affiliated directors; LOGC/ContextLogic Holdings entered an investment agreement with BCP Special Opportunities Fund III in 2025 (potential governance sensitivity though no specific conflict for Farlekas disclosed) . |
Expertise & Qualifications
- Enterprise software CEO experience (supply chain, logistics, workflow), 20 years of executive leadership cited for board qualification .
- Mechanical engineering and international business education .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Breakdown |
|---|---|---|---|
| Michael Farlekas | 25,684 RSUs expected to vest within 60 days of April 4, 2025; plus 85,576 RSUs not expected to vest within 60 days | <1% | As of April 4, 2025; outstanding shares 26,313,619 . |
| Outstanding RSUs at FY-end | 90,485 units | — | RSUs outstanding for certain directors as of Dec 31, 2024; Farlekas among those listed . |
- Hedging/pledging: Prohibited by insider trading policy (no derivatives, hedging, or pledging of company securities) .
- Ownership guidelines: None mandated; ownership encouraged .
Governance Assessment
-
Strengths:
- Independent director with deep enterprise software experience; chairs Compensation Committee and serves on Nominating & Governance, indicating active governance engagement .
- Attendance meets thresholds; board and committees met frequently; independent director executive sessions provide oversight .
- Equity alignment: significant RSU component; elected to take 2025 cash in RSUs, strengthening alignment .
-
Watch items:
- Initial director equity grant size ($440,000) plus annual RSU ($150,000) leads to a substantial equity package; ensure equity levels reflect LOGC’s status and oversight needs without over-inflating director pay .
- Special Transaction Committee monthly fees ($35,000) can increase cash compensation during transaction periods; transparency on membership and scope is important for investor confidence .
- Board composition includes BC Partners affiliates and a concurrent BC Partners fund investment into Holdings; while no related-party transactions were disclosed for directors, investor scrutiny of potential influence/interlocks is warranted in any future transactions .
-
Policies supporting confidence:
- Formal related-party transaction review/approval by Audit Committee; no material related-party transactions reported since Jan 1, 2024 .
- Clawback policy for executives; insider trading restrictions including hedging/pledging bans (applies to directors) .
RED FLAGS: None disclosed specific to Farlekas (no related-party transactions, no pledging). Monitor transaction-related fees and board interlocks with BC Partners during capital allocation or M&A decisions for perceived conflicts .