Vicki Mealer-Burke
MARA HoldingsAbout Vicki Mealer-Burke
Independent Class III director of MARA since April 1, 2024; age 63. Former Qualcomm executive with a 26‑year tenure, including roles as Chief Diversity Officer, VP of HR, VP/GM of Qualcomm Education, and Senior Director of Product Management. Education: B.B.A. in Management Information Systems (Iowa State University) and M.A. in Administration (The Ohio State University). Served on MARA’s advisory board from September 2022 to April 2024, providing continuity and knowledge of MARA’s business and culture .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm | Chief Diversity Officer; VP of HR; VP/GM Qualcomm Education; Senior Director of Product Management | 26 years | Led global organizational transformation for HR; contributed to growth from ~$2B revenue/6,000 employees to >$36B/50,000 employees . |
| MARA | Advisory Board Member | Sep 2022 – Apr 2024 | Deepened understanding of MARA’s business, culture, and priorities ahead of board service . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Make-A-Wish Foundation of San Diego | Director | Former |
| LEAD San Diego | Director | Former |
Board Governance
- Independence: Board determined Mealer‑Burke is independent under Nasdaq rules .
- Board class/term: Class III director; term expires at the 2026 annual meeting .
- Committee assignments:
- Talent, Culture & Compensation Committee (Chair) .
- Nominating & Corporate Governance Committee (Member) .
- Social Responsibility Committee (Member) .
- Committee meeting cadence (2024): Risk & Audit (4); TCCC (3); NCGC (4). Social Responsibility noted as 100% independent; meeting frequency not disclosed .
- Attendance/engagement: Board held 4 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings during their service period. Independent directors meet in executive session at every regular Board meeting .
- Lead Independent Director: Douglas Mellinger appointed effective Sept 1, 2024; independent executive session leadership noted (context for governance oversight) .
Fixed Compensation
| Component (2024 policy) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Increased from $80,000 effective Jan 1, 2024 . |
| Committee membership (non‑chair) | $30,000 per committee | Increased from $20,000 . |
| Committee chair retainer | $50,000 per committee chair | Increased from $40,000 . |
| Lead Independent Director retainer | $35,000 | Not applicable to Mealer‑Burke . |
| Meeting fees | $0 | No additional meeting fees; expenses reimbursed . |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Vicki Mealer‑Burke | 135,000 | 464,214 | 599,214 |
Performance Compensation
| Equity Element (2024 Directors) | Grant Date | Target Award Value | Pricing Basis for Share Count | Shares Granted | ASC 718 Fair Value Basis | Grant‑Date Fair Value | Outstanding RSUs at 12/31/2024 |
|---|---|---|---|---|---|---|---|
| RSUs (annual director grant) | May 1, 2024 | $600,000 | Average close over last 100 trading days = $20.77 | 28,887 | Closing price on grant date = $16.07 | $464,214 | 28,887 |
- Directors do not receive options; director equity grants are RSUs for board service (no disclosed performance metrics for director equity) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mealer‑Burke .
- Compensation Committee interlocks: None; TCCC members (including Mealer‑Burke) were not officers, former officers, nor had related party relationships requiring Item 404 disclosure. No reciprocal executive interlocks identified in 2024 .
Expertise & Qualifications
- Human capital management and organizational transformation expertise; product management and operations leadership across complex technology environments .
- Board notes suitability based on navigating rapidly changing business environments and prior advisory role at MARA .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Vicki Mealer‑Burke | 29,887 | <1.0% of 351,927,748 shares | SEC beneficial ownership table as of April 28, 2025 . |
| RSUs outstanding (12/31/2024) | 28,887 | n/a | Aggregate RSUs held by Mealer‑Burke . |
- Hedging/pledging: MARA’s Insider Trading Policy prohibits hedging and pledging by directors, officers, employees, and contractors .
- Ownership guidelines for directors: Not disclosed in the proxy; compliance status not stated .
Governance Assessment
- Strengths:
- Independent director; chairs TCCC (key committee overseeing executive pay, succession, and culture) with 100% independent composition .
- Active committee participation across governance and social responsibility; formal executive sessions of independent directors at each Board meeting strengthen oversight .
- No related‑party transactions disclosed involving Mealer‑Burke; TCCC members free of Item 404 conflicts in 2024 .
- Prohibitions on hedging/pledging and presence of clawback policies enhance alignment and risk controls (broader Board policies) .
- Red flags / investor signals:
- Say‑on‑pay failed at the June 26, 2025 annual meeting (For: 20,154,119; Against: 73,226,079; Abstain: 1,439,186; Broker non‑votes: 93,459,314), increasing scrutiny of executive compensation decisions overseen by TCCC under Mealer‑Burke’s chairship .
- Director compensation increased in 2024 (higher cash retainers and large RSU target of $600,000) following a market study; investors may evaluate cost/structure versus performance and governance outcomes given failed say‑on‑pay in 2025 .
- Shareholder engagement and consultant independence:
- Compensia engaged as independent compensation consultant; committee assessed and disclosed no conflicts of interest for 2024 .
- Prior say‑on‑pay context: 2023 say‑on‑pay approval about 81% (for 2022 NEO comp), but 2025 vote did not pass—indicating shifting shareholder sentiment to which TCCC should respond .
Additional Data Tables
Committee Assignments and Activity (2024)
| Committee | Role | Independence | Meetings (2024) |
|---|---|---|---|
| Talent, Culture & Compensation | Chair | 100% | 3 |
| Nominating & Corporate Governance | Member | 100% | 4 |
| Social Responsibility | Member | 100% | Not disclosed |
Say‑on‑Pay Voting History
| Meeting | Result | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2023 (votes on 2022 NEO comp) | Passed (~81% approval) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| 2025 (votes on 2024 NEO comp) | Failed | 20,154,119 | 73,226,079 | 1,439,186 | 93,459,314 |
Director Compensation (Mealer‑Burke, 2024)
| Metric | Value ($) |
|---|---|
| Cash Fees Earned | 135,000 |
| Stock Awards (ASC 718 fair value) | 464,214 |
| Total | 599,214 |
| RSUs Outstanding at 12/31/2024 (shares) | 28,887 |
Related‑Party Transactions and Conflicts
| Item | Status | Notes |
|---|---|---|
| Related‑party transactions involving Mealer‑Burke | None disclosed | Proxy lists Auradine transactions tied to CEO’s board seat; none relate to Mealer‑Burke . |
| TCCC interlocks/insider participation | None | TCCC members not officers/former officers; no Item 404 relationships in 2024 . |
Overall: Mealer‑Burke is a deeply experienced operator with human capital and transformation expertise, serving as TCCC Chair and on NCGC/SRC, with independence affirmed. The failed 2025 say‑on‑pay is a material governance signal that will likely focus investor attention on TCCC actions and responsiveness; absence of conflicts and strong independence policies mitigate risk, but compensation structure and disclosure will be scrutinized .