Jay Leupp
MARA HoldingsAbout Jay Leupp
Jay Leupp, age 61, is an independent Class II director of MARA and has served on the Board since May 20, 2021. He chairs the Risk & Audit Committee and is a member of the Nominating & Corporate Governance Committee. Leupp is Managing Partner and Senior Portfolio Manager at Terra Firma Asset Management, and he is a Certified Public Accountant (inactive). His education includes a B.S. in Business Administration from Santa Clara University and an MBA from Harvard Business School. Current public company directorships: Healthcare Realty Trust Incorporated and Apartment Investment and Management Company. The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terra Firma Asset Management, LLC | Managing Partner & Senior Portfolio Manager | Not disclosed | Leads investment strategy and portfolio management for real estate securities |
| Lazard Asset Management | Managing Director; led global real estate securities practice | Not disclosed | Built practice via acquisition of Grubb & Ellis Alesco Global Advisors |
| Grubb & Ellis Alesco Global Advisors | Founder, President & CEO; Senior Portfolio Manager | Not disclosed | Founded real estate securities mutual fund platform; later sold to Lazard |
| RBC Capital Markets | Managing Director, Real Estate Equity Research | Not disclosed | Directed real estate equity research |
| Robertson Stephens & Co. | Managing Director, Real Estate Equity Research | Not disclosed | Directed real estate equity research |
| Staubach Company | Early career in leasing/acquisition/financing of CRE | Not disclosed | Real estate transaction expertise |
| Trammell Crow Company | Real estate development/investment | Not disclosed | Commercial real estate development experience |
| KPMG Peat Marwick | Accounting | Not disclosed | Audit/accounting foundation; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthcare Realty Trust Incorporated | Director | Not disclosed | Current public company directorship |
| Apartment Investment and Management Company | Director | Not disclosed | Current public company directorship |
| G.W. Williams Company | Director/Board member | Not disclosed | Other directorship |
| CPA (inactive) | Professional status | — | Accounting credential |
Board Governance
- Committee assignments (current): Risk & Audit Committee (Chair); Nominating & Corporate Governance Committee (Member). The Risk & Audit Committee held 4 meetings in 2024; membership is 100% independent.
- Additional committee service (2024): Served on the Talent, Culture & Compensation Committee during 2024; the committee was 100% independent.
- Independence: The Board determined Leupp and a majority of directors are independent under Nasdaq rules.
- Attendance and engagement: The Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period.
- Audit committee financial expert: The Board determined Leupp (RAC Chair) qualifies as an “audit committee financial expert” under SEC rules.
- Lead Independent Director context: MARA appointed Douglas Mellinger as Lead Independent Director effective Sept. 1, 2024, enhancing independent oversight.
Fixed Compensation
| Component (Non‑Employee Directors – 2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Increased effective Jan 1, 2024 (from $80,000) |
| Committee Membership Retainer (cash, non‑chair) | $30,000 | Increased effective Jan 1, 2024 (from $20,000) |
| Committee Chair Retainer (cash) | $50,000 | Increased effective Jan 1, 2024 (from $40,000) |
| Lead Independent Director Retainer (cash) | $35,000 | New for 2024 |
| Jay Leupp – 2024 Director Pay | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 200,000 | 2024 total cash fees |
| Stock Awards (Grant-Date Fair Value) | 464,214 | 2024 RSU grant accounting value |
| Total | 664,214 | Cash + equity |
Performance Compensation
- Structure: Non‑employee directors receive annual RSU grants; the 2024 target value was set at $600,000 (time‑based RSUs; no options disclosed).
- 2024 RSU grant mechanics: RSUs granted May 1, 2024; number of RSUs determined using the 100‑day average price of $20.77; grant-date fair value measured at closing price of $16.07 (ASC 718).
- RSUs outstanding (as of Dec 31, 2024): 28,887 RSUs for each of Antoun, Leupp, Mellinger, and Mealer‑Burke.
| Director Equity – Key Data | Date | Detail |
|---|---|---|
| 2024 Annual RSU Grant | May 1, 2024 | Target value $600,000; 100‑day avg price $20.77; grant-date closing $16.07 |
| RSUs Outstanding (Leupp) | Dec 31, 2024 | 28,887 RSUs |
| Form 4 RSU Award (Leupp) | Feb 28, 2025 | 43,103 RSUs granted; vests in full Jan 31, 2026; each RSU = 1 share. Beneficial ownership after transaction: 178,859 shares. |
No performance metrics are tied to director equity; awards are time‑based RSUs; no option awards disclosed for directors.
Other Directorships & Interlocks
- Current public boards: Healthcare Realty Trust Incorporated; Apartment Investment and Management Company.
- Compensation committee interlocks: During 2024, TCCC members (including Leupp) were not MARA officers/employees or former officers and had no related‑party relationships requiring disclosure.
Expertise & Qualifications
- Audit and finance: Extensive audit and financial expertise; CPA (inactive).
- Audit Committee Financial Expert designation: RAC Chair Leupp qualifies under SEC rules.
- Capital markets and real estate: Decades of investment management and REIT/real estate securities experience at Terra Firma, Lazard, RBC, and Robertson Stephens.
- Education: B.S., Santa Clara University; MBA, Harvard Business School.
Equity Ownership
| Metric | Amount | Reference Date | Notes |
|---|---|---|---|
| Shares Beneficially Owned (Leupp) | 135,756 | Apr 28, 2025 | <1.0% of outstanding shares (351,927,748) |
| Ownership % | <1.0% | Apr 28, 2025 | Company table asterisk denotes below 1% |
| RSUs Outstanding (Leupp) | 28,887 | Dec 31, 2024 | Unvested RSUs outstanding |
| Beneficial Ownership After 2/28/25 Form 4 | 178,859 | Feb 28, 2025 | Per Form 4 filing post‑grant |
- Hedging/pledging: MARA’s Insider Trading Policy prohibits hedging and pledging of company securities by directors, officers, and employees.
Insider Trades (Leupp)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Nov 25, 2024 | Sale | 11,200 | $27.06 | Under Rule 10b5‑1 plan adopted June 5, 2024 (Form 4) |
| Nov 29, 2024 | Sale | 6,800 | $29.90 | Reported by press citing SEC filing |
| Feb 28, 2025 | RSU Award | 43,103 | $0.00 | RSUs vest 100% on Jan 31, 2026; post‑transaction beneficial ownership 178,859 (Form 4) |
Governance Assessment
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Strengths
- RAC Chair with SEC‑recognized Audit Committee Financial Expert status strengthens financial reporting oversight.
- Confirmed independence; all Board committees are fully independent; RAC held 4 meetings in 2024; each director attended at least 75% of meetings.
- No related‑party transactions disclosed involving Leupp; TCCC (of which he was a 2024 member) had no interlocks or related‑party relationships requiring disclosure.
- Company prohibits hedging and pledging of stock, aligning director incentives with long‑term shareholders.
-
Watch items
- Director compensation scale: 2024 target equity value of $600,000 and total compensation of $664,214 are sizable; investors may monitor equity grant levels for independence optics over time.
- Insider sales in Nov 2024 occurred under a Rule 10b5‑1 plan; while permissible, periodic monitoring of trading activity remains prudent.
No director‑specific stock ownership guidelines, tax gross‑ups, or director‑level change‑of‑control provisions were disclosed in the proxy.