Douglas Mellinger
MARA HoldingsAbout Douglas Mellinger
Lead Independent Director of MARA; age 60; director since March 31, 2022. Managing Director at Clarion Capital Partners (joined 2013), serial entrepreneur (founder of enherent Corp; co‑founder of Foundation Source). B.S. in Entrepreneurial Science from Syracuse University. The Board deems him independent and appointed him Lead Independent Director effective September 1, 2024, citing his finance/investment background and broad board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarion Capital Partners | Managing Director | 2013–present | Leads investments in lower middle market private equity and structured credit |
| Foundation Source | Co‑founder | — | Built leading outsourced services/technology provider for private foundations |
| enherent Corp | Founder, Chairman & CEO | — | Built global software services firm; Inc. 500 and Deloitte Fast 500/50 recognitions |
| Palm Ventures; Zeno Ventures | Senior investment roles | — | Strategic and operational leadership for high‑growth businesses |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| IEC | Membership/Association | Member | Listed under “Other Directorships and Memberships” |
| Campden IPI | Membership/Association | Member | Listed under “Other Directorships and Memberships” |
| Various advisory bodies | Advisory | Board/advisor | Advisory boards to government agencies, universities, and nonprofits (not individually named) |
The proxy lists no “Current Public Company Directorships” for Mr. Mellinger; his bio section only notes IEC and Campden IPI under “Other Directorships and Memberships.”
Board Governance
- Board leadership: Lead Independent Director with authority to preside over executive sessions, contribute to agendas, and engage with significant stockholders on request .
- Independence: MARA’s Board is majority independent (6 of 7), including Mellinger .
- Board structure: Classified board; Mellinger serves as a Class III director with term expiring at the 2026 annual meeting .
- Attendance and engagement:
- Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session at every regularly scheduled Board meeting .
| Committee | Role | Independence | Meetings in 2024 |
|---|---|---|---|
| Nominating & Corporate Governance Committee | Chair | 100% independent | 4 |
| Social Responsibility Committee | Member | 100% independent | — (not specified) |
| Technology & Strategy Committee | Member | 100% independent | — (not specified) |
Fixed Compensation
Program structure (effective 2024):
- Annual cash retainer (Board): $100,000; committee member retainer: $30,000; committee chair retainer: $50,000; Lead Independent Director retainer: $35,000. Target annual director equity award (RSUs): $600,000. Paid in quarterly arrears; no per‑meeting fees .
2024 director compensation (Mr. Mellinger):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 158,750 |
| Stock Awards (grant date fair value) | 464,214 |
| All Other Compensation | — |
| Total | 622,964 |
Performance Compensation
- Annual director equity awards are RSUs sized to a $600,000 target using the 100‑trading‑day average price ($20.77) around the May 1, 2024 grant; grant date fair value uses the May 1, 2024 close ($16.07) .
- Outstanding RSUs as of December 31, 2024: 28,887 for each of Antoun, Leupp, Mellinger, and Mealer‑Burke (George and Humpton 10,477 each) .
| Equity Detail | Value |
|---|---|
| 2024 Director Equity Target (RSUs) | $600,000 target, sized at 100‑day avg price $20.77; grant fair value at $16.07 close |
| RSUs Outstanding (12/31/2024) | 28,887 units (Mr. Mellinger) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Mellinger in proxy biography |
| Other directorships/memberships | IEC; Campden IPI |
| Compensation committee interlocks | 2024 TCCC members disclosed; no related‑party relationships; Mr. Mellinger not listed as a TCCC member in 2024 |
Expertise & Qualifications
- Extensive finance and investment experience; founder/operator of technology and financial services firms; capital markets, governance, and strategic growth expertise; broad board/advisory experience across corporate, nonprofit, and government organizations .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of 4/28/2025) | 136,756 shares; less than 1% of outstanding |
| RSUs outstanding (12/31/2024) | 28,887 units |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors, officers, and employees |
| Section 16 compliance | Company reports timely compliance for 2024 except one late Form 4 by Mr. Thiel and one by Mr. Khan; no late filings disclosed for Mr. Mellinger |
Governance Assessment
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Strengths indicating alignment and effectiveness:
- Lead Independent Director role established (effective 9/1/2024) with clear responsibilities for independent oversight and stockholder engagement .
- Independent chairing of Nominating & Corporate Governance Committee; committee is fully independent and met 4 times in 2024; annual board/committee evaluations led by NCGC .
- Majority‑independent board; independent executive sessions at every regularly scheduled Board meeting .
- Strong governance policies including prohibition on hedging/pledging and related‑party review by the Risk & Audit Committee .
-
Considerations for investors:
- Classified board structure can delay changes in board control; Board cites continuity and long‑term perspective as benefits .
- Equity compensation plan share reserve increase (from 45 million to 63 million shares) was submitted for stockholder approval, implying potential dilution; directors receive sizable annual equity awards (target $600,000), aligning interests but increasing equity usage .
- Related‑party transactions disclosed involve Auradine and the CEO; no related‑party items disclosed for Mr. Mellinger .