Jennifer Deason
About Jennifer Deason
Independent director since 2021; age 49; serves on Audit and Strategy committees and is designated an Audit Committee Financial Expert. Background spans CEO of Home Partners of America, Board Chair/CEO of Belong Acquisition Corp (SPAC), co‑founder/CFO of Flowcode, EVP Corporate Development & Strategy at Sotheby’s, and CFO of The Weather Channel; B.A. Yale, MBA Stanford. Core credentials: finance, strategy, marketing, and cybersecurity; luxury/DTC and media/retail experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Partners of America | Chief Executive Officer | Not disclosed | Strategic, operational leadership |
| Belong Acquisition Corp. (SPAC) | Board Chair and Chief Executive Officer | Not disclosed | Led public vehicle; governance oversight |
| Flowcode | Co‑founder; Chief Business Officer/Chief Financial Officer | Not disclosed | Built data-driven tech platform |
| Sotheby’s | EVP; Head Corporate Development & Strategy | Not disclosed | M&A and strategy execution |
| The Weather Channel | Chief Financial Officer | Not disclosed | Pivot to data/mobile-first; pre-IBM sale |
| Bain Capital | Executive Vice President; Interim roles (President/CMO/CFO) | Not disclosed | Operating/financial leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Concentrix Corporation (NASDAQ: CNXC) | Director | Not disclosed | Audit; Nominating & Governance |
Board Governance
- Independence: Board determined Deason is independent under Nasdaq rules; Audit Committee members are independent and financially literate, with Deason designated an Audit Committee Financial Expert .
- Committee assignments: Audit and Strategy (member); Audit Committee held nine meetings; Strategy Committee oversaw strategic planning .
- Attendance and engagement: Board held four official meetings in FY2025; all directors attended at least 92% of Board and committee meetings; independent directors held nine executive sessions in FY2025 (11 in FY2024) .
- Governance policies: Majority vote with director resignation policy; separated Chair/CEO; prohibitions on hedging/short sales and pledging (limited exception) .
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Executive sessions of independent directors | 11 | 9 |
| Audit Committee meetings | 9 | 9 |
| Strategy Committee meetings | 4 | 3 |
Director election support (shareholder confidence)
| Vote category (2024 annual meeting) | Votes |
|---|---|
| For | 13,879,263 |
| Against | 207,045 |
| Withheld | 3,950 |
| Non‑votes | 703,487 |
Fixed Compensation
| Component ($) | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash | 85,000 | 85,000 |
| Restricted stock awards (grant‑date fair value) | 90,000 | 90,000 |
| Other (imputed income for boat usage) | 919 | — |
| Total | 175,919 | 175,000 |
- Policy details: Non‑management directors receive $70,000 annual cash retainer; Audit Committee member retainer $10,000; Strategy Committee member retainer $5,000; annual restricted stock grant $90,000 generally vests after one year and accelerates upon change‑of‑control; annual director compensation cap $500,000 .
- Perquisite: Boat usage/testing program (director pays insurance/fuel/maintenance) with imputed income reported under “Other” .
Performance Compensation
| Performance‑linked components tied to director pay | FY2024 | FY2025 |
|---|---|---|
| Performance metrics (e.g., revenue, EBITDA, TSR) | None; director equity is time‑based RS, not performance‑based | None; director equity is time‑based RS, not performance‑based |
Other Directorships & Interlocks
- Current public company board: Concentrix Corporation; serves on Audit and Nominating & Governance committees .
- Compensation Committee interlocks: None in FY2025; no insider participation on MCFT’s CHC Committee .
Expertise & Qualifications
- Financial and strategic expertise; media/retail and luxury/DTC experience; technology and cybersecurity attributes listed in MCFT’s skills matrix .
- Education: B.A. Yale University; MBA Stanford University .
- Audit Committee Financial Expert designation, enhancing financial reporting oversight .
Equity Ownership
| Metric | Sep 5, 2024 | Sep 2, 2025 |
|---|---|---|
| Shares beneficially owned | 15,475 | 13,625 |
| % of shares outstanding | <1% | <1% |
- Stock ownership guidelines: Directors encouraged to hold shares equal to 4× annual cash retainer; all directors achieved threshold except two with short tenure at time of proxy .
- Hedging/pledging: Company prohibits hedging and short sales; pledging prohibited (limited exception); none of the directors or executive officers hold stock subject to hedge or pledge .
Governance Assessment
- Strengths: Independent director with deep finance/strategy background; Audit Committee Financial Expert; strong shareholder support in 2024 election; robust governance policies (majority vote, resignation policy, separated Chair/CEO, clawback, insider trading restrictions) .
- Compensation alignment: Director pay is modest, balanced between cash (retainer + committee fees) and time‑based equity; no performance metrics that could bias oversight; annual cap at $500,000 limits pay inflation; director equity vests over one year, with change‑of‑control acceleration standard for directors .
- Engagement: Board/committee activity is consistent; attendance ≥92% across FY2025; multiple executive sessions indicate independent oversight .
- Potential conflicts/related party exposure: None disclosed involving Deason; CHC interlocks absent; external Concentrix role is in unrelated industry; no related‑party transactions identified in proxy’s related party section .
- Red flags: None apparent; minor perquisite (boat usage) disclosed and de minimis; hedging/pledging prohibited; say‑on‑pay support strong (96.9% in 2024), signaling investor confidence in governance .