Christopher Marlett
About Christopher Marlett
Christopher A. Marlett, 61, is Chief Executive Officer and Chairman of MDB Capital Holdings (MDBH), roles he has held since inception on August 10, 2021. He co-founded Public Ventures, LLC (formerly MDB Capital Group) in 1997 and has led financings for venture-stage public companies; he holds a BS in Business Administration from USC . MDBH is a controlled company with dual-class shares; Marlett and a co-founder collectively control 85% of voting power via Class B, with Marlett alone holding 63.1% of combined voting power as of September 30, 2025, indicating strong governance control; the proxy does not disclose TSR, revenue growth, or EBITDA growth tied to CEO performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Ventures, LLC (formerly MDB Capital Group, LLC) | CEO & Co-founder | Since 1997 | Led multiple venture-stage public financings; commercialization/financing strategy for MDB portfolio companies . |
| PatentVest | Co-founder | Since 2003 | Built IP strategy platform supporting MDB businesses . |
| Nicaragua Human Capital Platform | Founder/Developer | n/a | Created largest call center park in Nicaragua (~3,000 employees) to support MDB operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eXoZymes, Inc. | Executive Chairman, Director | n/a | Oversight of early-stage biotech platform; part of MDB’s venture ecosystem . |
| Various early-stage public companies | Director | n/a | Early-stage board service in companies MDB helped take public . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $350,000 | $350,000 |
| Cash Bonus Paid | $0 | $0 |
| Stock Awards (Grant-date FV) | $0 | $340,500 |
| Option Awards (Grant-date FV) | $12,650 | $12,673 |
| Total Reported Comp | $362,650 | $703,173 |
Notes:
- Employment agreement sets base salary at $350,000; annual bonus structure is 1/3 discretionary and 2/3 determined by KPIs (targets not disclosed) .
Performance Compensation
| Incentive | Metric(s) | Weighting/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Board-determined KPIs (not itemized) + Discretionary | 2/3 KPI; 1/3 discretionary | Not disclosed | 2023: $0; 2024: $0 | Annual, after year-end determination (implied) |
| RSUs (initial grant) | Time-based; portion performance-conditioned (not detailed) | n/a | Not disclosed | 1,000,000 RSUs granted 4/15/2022; 50,000 forfeited 4/15/2024 | Vest over 5 years from employment agreement date; portion performance-conditioned |
| RSU→Option Conversion | n/a | n/a | n/a | 900,000 remaining RSUs converted to stock options on 4/28/2025 | As per new option terms (not specified) |
| Company-wide equity plan (context) | Market/volume vesting conditions exist for certain awards (e.g., average price ≥$20 or ≥$25 for 90 days with specific volumes) | n/a | Price/volume thresholds | n/a | Acceleration on change of control possible per plan |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of 9/30/2025) | Class A: 129,933 shares (2.6% of Class A); Class B: 3,755,000 shares (75.1% of Class B); Combined voting power: 63.1% . |
| Dual-Class Control | Company is a “controlled company” under Nasdaq rules; Class B has 5 votes/share; two holders (including Marlett) collectively control ~85% of eligible votes . |
| Outstanding Options (12/31/2024) | Exercisable: 20,343; Unearned under incentive plan: 5,627; Exercise price: $2.44; Expiration: 1/31/2028 . |
| RSU/Option Status | RSUs granted 2022 (1,000,000), 50,000 forfeited 4/15/2024; remaining 900,000 RSUs converted to options on 4/28/2025 . |
| Pledging/Hedging | Proxy describes review of hedging transactions by Audit Committee; no explicit pledging disclosures found . |
| Ownership Guidelines | Not disclosed in the proxy . |
Insider Transactions and Potential Selling Pressure
- Pattern: Multiple open-market buys in Jun–Aug–Oct 2025; no sales reported in these sources, suggesting limited near-term selling pressure from Marlett in this period [links above].
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective April 15, 2022; CEO of MDBH . |
| Base Salary | $350,000; Board discretion to increase . |
| Annual Bonus | 1/3 discretionary; 2/3 based on agreed KPIs (metrics/targets not disclosed) . |
| Initial Equity | 1,000,000 RSUs vesting over 5 years; portion performance-conditioned; 50,000 forfeited on 4/15/2024; 900,000 RSUs converted to options on 4/28/2025 . |
| Severance | Depending on circumstance, up to one year’s salary, pro rata bonus, and COBRA health/dental/vision premiums; indemnification provisions . |
| Non-compete/Non-solicit | Not disclosed in proxy . |
| Clawback | Company-wide clawback policy for incentive comp tied to financial reporting measures; applies to current/former executive officers for prior 3 fiscal years in restatement scenarios . |
Board Governance and Director Service
- Roles: CEO and Chairman since inception, August 10, 2021; not independent under Nasdaq/SEC rules .
- Controlled Company Exemptions: MDBH relies on controlled company status and is exempt from having a majority-independent board, a compensation committee, and a nominations committee; an independent Audit Committee is maintained .
- Lead Independent Director: Daniel Torpey appointed Lead Independent Director on February 13, 2025; also Audit Committee Chair as of February 2025, strengthening financial oversight .
- Committee Service: Audit Committee comprised of independent directors (Torpey—Chair, Susanne Meline, Sean Magennis) .
- Attendance: In FY 2024, Board met 4 times; each incumbent director attended ≥75% of Board/committee meetings .
- Director Compensation (Dual-role Implication): The company plans not to pay director fees to members who also receive MDB salaries (i.e., executive-directors like Marlett); avoids double-compensation but raises independence concerns due to CEO+Chair combination and controlled company status .
Related Party Transactions and Other Governance Considerations
- Voting Control: Marlett and DiGiandomenico own all Class B shares (5 votes/share), controlling ~85% of eligible votes; Marlett personal voting power 63.1% .
- Service Agreements: MDB paid MDB Capital S.A. (owned by Marlett and DiGiandomenico) $1,485,822 (2024) and $1,123,401 (2023) for outsourced services; ongoing agreement remains .
- Portfolio/Partner Transactions: PatentVest (MDB subsidiary) recorded 2024 revenues of $41,400 from eXoZymes (MDB ~47% owned) and recognized $80,995 of costs related to ENDRA Life Sciences (board overlap with an MDB executive), plus related-party receivables $63,759 and other reimbursable expenses payable $22,842 (settled per normal course) .
- Indemnification: Broad D&O indemnification and expense advancement; separate indemnification agreements with directors and executives .
Multi-year Compensation and Holdings (Selected Disclosures)
| Item | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $350,000 | $350,000 |
| Cash Bonus Paid | $0 | $0 |
| Stock Awards (FV) | $0 | $340,500 |
| Option Awards (FV) | $12,650 | $12,673 |
| Options Outstanding (12/31) | Exercisable: 15,149; Equity incentive “unearned”: 21,642; Price $2.44; Exp 1/31/2028 | Exercisable: 20,343; Equity incentive “unearned”: 5,627; Price $2.44; Exp 1/31/2028 |
| RSU Status | Grant 1,000,000 (4/15/2022); vest 5 yrs; portion performance-conditioned | Forfeited 50,000 (4/15/2024); 900,000 converted to options (4/28/2025) |
Compensation Structure Analysis
- Mix shift: 2024 added $340.5k in stock awards versus none in 2023, increasing equity mix and at-risk compensation .
- Instrument change: Conversion of 900k RSUs into stock options on 4/28/2025 increases leverage to share price and may reduce near-term sell pressure tied to time-based RSU vesting; specifics of option vesting post-conversion were not disclosed .
- Governance context: No compensation committee (controlled company exemption) and CEO is also Chairman; Audit Committee reviews hedging transactions; clawback policy adopted .
Equity Ownership & Alignment Details (as of Sep 30, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Christopher Marlett | 129,933 | 2.6% | 3,755,000 | 75.1% | 63.1% |
Footnotes: Beneficial ownership table notes excluded 900,000 RSUs vesting through April 2027, but those RSUs were converted to options on April 28, 2025 .
Employment Terms (Key Economics)
| Component | Terms |
|---|---|
| Severance | Up to 1x base salary plus pro rata bonus; COBRA benefits; indemnification . |
| Change of Control | Equity plan allows for potential acceleration at change of control and board discretion . |
| Clawback | Recovery of “excess” incentive comp tied to financial reporting if restated, regardless of misconduct . |
Investment Implications
- Alignment and control: Massive voting control (63.1%) materially aligns long-term strategic discretion with Marlett but elevates governance risk (CEO+Chair, controlled company without compensation committee) .
- Incentive sensitivity: 2024 equity grants and 2025 RSU-to-option conversion increase pay sensitivity to stock price; lack of detailed KPI disclosures limits external assessment of pay-for-performance rigor .
- Overhang/dilution: Evergreen equity plan and large executive equity programs suggest potential dilution; board can accelerate vesting on change of control .
- Trading signals: Multiple open-market insider buys in mid/late 2025 (no sales cited) are a constructive sentiment signal, though sizes are small relative to holdings/control .
- Related-party risk: Significant related-party services paid to an entity owned by Marlett/DiGiandomenico and intra-ecosystem transactions (eXoZymes/ENDRA) require ongoing audit oversight .
References: 2025 DEF 14A (Nov 14, 2025) ; 2024 DEF 14A (Oct 28, 2024) ; 8-K (Jun 2, 2025) ; Insider trading sources and SEC indices as linked above.