Howard Liszt
About Howard P. Liszt
Howard P. Liszt is an independent director of MCVT; age 79 as presented in the 2025 director-nominee slate. He previously served as CEO of Campbell Mithun (1976–2001) and Chairman of Olson (2002–2014), and has held multiple public and private board seats. He holds a B.A. in Journalism and Marketing and an M.S. in Marketing from the University of Minnesota, Minneapolis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Mithun | Chief Executive Officer | 1976–2001 | Grew the firm into one of the 20 largest agencies globally . |
| Olson (independent digital agency) | Chairman | 2002–2014 | Industry leadership and digital transformation focus . |
| Land O’ Lakes | Director (prior) | Not disclosed | Board experience in consumer/agribusiness . |
| ShuffleMaster | Director (prior) | Not disclosed | Public company board experience . |
| Ocular Sciences | Director (prior) | Not disclosed | Public company board experience . |
| Coleman Natural Foods | Director (prior) | Not disclosed | Consumer/food board experience . |
| Eggland’s Best | Director (prior) | Not disclosed | Consumer/food board experience . |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Wisdom Gaming | Director | Current as of 2023 proxy | Listed as a current board seat in 2023 biography . |
| Coinbase Custody Trust Company | — | — | Not Liszt; listed for fellow director Dana Wagner (context) . |
Board Governance
- Independence: The Board determined Liszt is independent under Nasdaq rules; only two directors (Liszt and Wagner) were independent as of the 2025 proxy .
- Board attendance: In FY2024 the Board held 6 meetings (plus one written action) and all directors attended all Board and committee meetings on which they served .
- Committee structure and activity (FY2024):
- Audit Committee: Members: Howard Liszt and Dana Wagner; no chair designated; met 4 times; no “audit committee financial expert” designated .
- Compensation Committee: Sole member and Chair: Howard Liszt; met once and took one written action .
- Nominating and Corporate Governance Committee: Sole member and Chair: Howard Liszt; took action once .
- Governance context:
- 2025 structure separates Chair and CEO roles (Chair: Marius Barnett; CEO: Douglas Polinsky) .
- The Board stated it intends to appoint additional independent directors to restore compliance with Nasdaq independence requirements, signaling current shortfall (e.g., two-member Audit Committee, single-member Compensation and Nominating committees) .
| Committee | Members | Chair | FY2024 Meetings | Liszt’s Role |
|---|---|---|---|---|
| Audit | Howard Liszt; Dana Wagner | None designated | 4 | Member . |
| Compensation | Howard Liszt (sole member) | Liszt | 1 (+1 written action) | Chair and sole member . |
| Nominating & Governance | Howard Liszt (sole member) | Liszt | 1 (action) | Chair and sole member . |
RED FLAGS
- Only two independent directors; Board is seeking additional independents to restore Nasdaq compliance .
- No audit committee financial expert designated .
- Single-member Compensation and Nominating Committees (Liszt chairs both), reducing checks-and-balances .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Cash Bonus | Equity Grants (Grant-Date FV) | Total |
|---|---|---|---|---|---|---|
| 2024 | $40,000 (annualized; paid quarterly) | Not disclosed | Not disclosed | $60,000 (declared by Board; paid Jan 2025) | $0 | $100,000 |
- Aggregate independent director fees/bonuses in 2024 totaled $300,000; per-director retainer currently $40,000 .
Performance Compensation (Director)
| Component | Performance Metrics | Targets/Weights | Outcome/Notes | Payout |
|---|---|---|---|---|
| Annual Equity | None disclosed for directors | — | 2024 director option/RSU awards: $0 . | $0 . |
| Cash Bonus | Not tied to disclosed financial/ESG metrics | — | Discretionary Board-declared cash bonus for 2024, paid in Jan 2025 . | $60,000 . |
Observation: Director pay skews cash-heavy with a discretionary bonus and no disclosed performance metrics or equity grants for 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Relevance |
|---|---|---|---|
| Wisdom Gaming | Private (as per 2023 biography context) | Director | No MCVT-related interlock disclosed . |
| Land O’ Lakes | Co-op/Private | Prior Director | No MCVT-related interlock disclosed . |
| ShuffleMaster | Public (historical) | Prior Director | No MCVT-related interlock disclosed . |
| Ocular Sciences | Public (historical) | Prior Director | No MCVT-related interlock disclosed . |
| Coleman Natural Foods | Private | Prior Director | No MCVT-related interlock disclosed . |
| Eggland’s Best | Private | Prior Director | No MCVT-related interlock disclosed . |
Expertise & Qualifications
- Education: B.A. in Journalism and Marketing; M.S. in Marketing, University of Minnesota .
- Domain: Communications, advertising, marketing; organizational leadership; multiple public company board experiences .
- Board’s rationale for Liszt’s nomination: experience on other public company boards; communications/advertising background; organizational experience .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 315,556 shares . |
| Ownership as % of outstanding | <1% (of 82,148,429 shares outstanding) . |
| Options – exercisable | Presently exercisable option for up to 100,000 shares . |
| Options – unexercisable | Not disclosed . |
| Shares pledged | Not disclosed. Hedging/short sales prohibited under policy . |
| Company shares outstanding (reference) | 82,148,429 . |
Related-Party Transactions and Policies
- Insider trading/hedging policy: Directors (and other insiders) may not engage in derivatives, short sales, hedging or monetization transactions involving Company securities .
- No Liszt-specific related-party transactions are described in the cited 2025 proxy excerpts.
Risk Indicators & Signals For Investors
- Positive signals:
- 100% director attendance in FY2024; indicates engagement .
- Separation of Chair and CEO roles in 2025, improving board structure .
- Red flags:
- Board independence shortfall; Board explicitly seeks additional independent directors to meet Nasdaq requirements .
- Audit Committee lacks a designated financial expert .
- Single-member Compensation and Nominating Committees (both chaired by Liszt) pose governance concentration risk .
- Discretionary director cash bonuses with no disclosed performance linkage .
Governance Assessment
- Board effectiveness: Liszt is highly active (member of Audit; sole member/chair of Compensation and Nominating), with full meeting attendance—an engagement positive. However, concentration of committee responsibilities in one independent director, absence of an audit committee financial expert, and current independence shortfall are governance weaknesses that can affect investor confidence until additional independent directors are appointed and committee depth is restored .
- Alignment and incentives: Director pay in 2024 was entirely cash-based with a discretionary bonus; no equity grants were issued to directors, and no performance metrics were disclosed—limiting long-term alignment signals from director compensation. Liszt’s ownership includes an exercisable 100,000-share option and total beneficial ownership of 315,556 shares (<1%), providing some, but modest, skin-in-the-game relative to shares outstanding .
- Conflicts/related-party: No Liszt-specific related-party transactions are indicated in the cited disclosures; hedging/shorting is prohibited by policy, which supports alignment .
Net: Liszt brings seasoned operating and board experience in marketing/communications and is fully engaged. Near-term governance remediation—adding independent directors, designating an audit committee financial expert, and broadening committee membership—would address key red flags and likely improve investor confidence .